Resolution 424-2007
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RESOLUTION NO. 424-2007
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA
AMENDING AND SUPPLEMENTING RESOLUTION
NO. 077-2003 ADOPTED BY THE BOARD ON
FEBRUARY 19, 2003; AUTHORIZING THE
ACQUISITION, CONSTRUCTION AND EQUIPPING OF
VARIOUS CAPITAL IMPROVEMENTS WITHIN THE
COUNTY; AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $32,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF MONROE COUNTY, FLORIDA
INFRASTRUCTURE SALES SURTAX REVENUE
BONDS, SERIES 2007, IN ORDER TO FINANCE A
PORTION OF THE COSTS OF SUCH CAPITAL
IMPROVEMENTS; MAKING CERTAIN COVENANTS
AND AGREEMENTS IN CONNECTION WITH THE
ISSUANCE OF SUCH SERIES 2007 BONDS;
AUTHORIZING THE A WARDING OF SAID SERIES 2007
BONDS PURSUANT TO A PUBLIC BID; DELEGATING
CERTAIN AUTHORITY TO THE MAYOR AND THE
COUNTY ADMINISTRATOR FOR THE AWARD OF THE
SERIES 2007 BONDS AND THE APPROVAL OF THE
TERMS AND DETAILS OF SAID SERIES 2007 BONDS;
APPOINTING THE PAYING AGENT AND REGISTRAR
FOR SAID SERIES 2007 BONDS; AUTHORIZING THE
DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT AND THE EXECUTION AND DELIVERY
OF AN OFFICIAL STATEMENT WITH RESPECT
THERETO; ESTABLISHING A BOOK-ENTRY SYSTEM
OF REGISTRATION FOR THE SERIES 2007 BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF
A CONTINUING DISCLOSURE CERTIFICATE;
AUTHORIZING MUNICIPAL BOND INSURANCE FOR
THE BONDS; AUTHORIZING A RESERVE ACCOUNT
SURETY BOND WITH RESPECT TO THE BONDS;
MAKING CERTAIN AMENDMENTS TO RESOLUTION
NO. 077-2003; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA:
SECTION 1.
and determined that:
FINDINGS AND AUTHORIZATIONS. It is hereby found
(A) On February 19,2003, the Board of County Commissioners (the "Board")
of Monroe County, Florida (the "Issuer") duly adopted Resolution No. 077-2003 (as
supplemented, the "Resolution"), authorizing, among other things, the issuance of the
Issuer's Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2003
(the "Series 2003 Bonds"), for the principal purpose of financing the acquisition,
construction and equipping of various capital improvements.
(B) Certain additional capital improvements should be acquired, constructed
and equipped within the Issuer in order to improve the health, safety and welfare of the
Issuer's citizens. Such capital improvements are generally described in Exhibit A hereto
and are more particularly described in the records, plans and specifications on file with
the Issuer (the "Series 2007 Project"). The Series 2007 Project may be amended or
supplemented from time to time by the Board in accordance with the provisions of the
Resolution.
(C) The Resolution provides for the issuance of Additional Bonds, payable on a
parity with the Series 2003 Bonds, for the principal purpose of financing the acquisition,
construction and equipping of various capital improvements, upon meeting certain
requirements set forth in the Resolution.
(0) There is hereby authorized the financing of costs related to the acquisition,
construction and equipping of the Series 2007 Project, all in the manner provided by this
Supplemental Resolution and by the Resolution.
(E) The Issuer deems it to be in its best interest to issue its Monroe County,
Florida Infrastructure Sales Surtax Revenue Bonds, Series 2007 (the "Series 2007
Bonds") for the principal purpose of financing costs of the acquisition, construction and
equipping of the Series 2007 Project. The Series 2007 Bonds shall be issued on parity
with the Series 2003 Bonds pursuant to the terms of the Resolution.
(F) In accordance with Section 218.385, Florida Statutes, and pursuant to this
Supplemental Resolution, the Series 2007 Bonds shall be advertised for competitive bids
pursuant to the Official Notice of Sale, the form of which is attached hereto as Exhibit B
(the "Official Notice of Sale").
(G) Pursuant to the Official Notice of Sale, competitive bids received in
accordance with the Official Notice of Sale on or prior to 10:00 a.m., Eastern Standard
Time, on November 28, 2007 or such other date or time as is determined by the Mayor in
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accordance with the terms and provisions of the Official Notice of Sale, shall be publicly
opened and announced.
(H) Due to the present volatility and uncertainty of the market for tax-exempt
obligations such as the Series 2007 Bonds, it is desirable for the Issuer to be able to
advertise and award the Series 2007 Bonds at the most advantageous time and date which
shall be determined by the Mayor; and, accordingly, the Issuer hereby determines to
delegate the advertising and awarding of the Series 2007 Bonds to the Mayor, and in his
or her absence or unavailability, to the County Administrator, within the parameters
described herein.
(I) It is necessary and appropriate that the Board determine certain parameters
for the terms and details of the Series 2007 Bonds and to delegate certain authority to the
Mayor, and in his or her absence or unavailability, to the County Administrator for the
award of the Series 2007 Bonds and the approval of the terms of the Series 2007 Bonds
in accordance with the provisions hereof, of the Resolution and of the Official Notice of
Sale.
(1) In the event Bond Counsel shall determine that the Series 2007 Bonds have
not been awarded competitively in accordance with the provisions of Section 218.385,
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 2007 Bonds in
accordance with said Section 218.385.
(K) The covenants, pledges and conditions in the Resolution shall be applicable
to the Series 2007 Bonds herein authorized and said Series 2007 Bonds shall be on a
parity with and rank equally as to the lien on and source and security for payment from
the Pledged Funds (as defined in the Resolution) and in all other respects with the Series
2003 Bonds and all Additional Bonds hereafter issued pursuant to the Resolution, and
shall constitute "Bonds" within the meaning of the Resolution.
(L) No Event of Default (as defined in the Resolution) has occurred and is
continuing under the Resolution.
(M) It is necessary and desirable to amend the Resolution in certain respects in
order to clarify certain components of the Pledged Funds.
(N) The Resolution provides that the Series 2007 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, or
provided for in, a 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 through a competitive sale in accordance with the provisions herein and
in the hereinafter described Official Notice of Sale.
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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 and defined.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION. This Supplemental Resolution is enacted pursuant to the provisions of
the Resolution and the Act.
SECTION 4. AUTHORIZATION OF THE SERIES 2007 PROJECT.
The Issuer hereby authorizes the acquisition, construction and equipping of the Series
2007 Project.
SECTION 5. AUTHORIZATION AND DESCRIPTION OF THE
SERIES 2007 BONDS. The Issuer hereby authorizes the issuance of a Series of Bonds
in the aggregate principal amount of not exceeding $32,000,000 to be known as the
"Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2007," (or
such other designation as the Mayor may determine) for the principal purpose of
providing moneys to finance costs of the acquisition, construction and equipping of the
Series 2007 Project. The actual aggregate principal amount of Series 2007 Bonds to be
issued shall be determined by the Mayor provided such initial aggregate principal amount
does not exceed $32,000,000. The Series 2007 Bonds shall be dated as of their date of
delivery (or such earlier or later date as may be determined by the Mayor), shall be issued
in the form of fully registered Bonds in the denomination of $5,000 principal amount or
any integral multiple thereof, shall be numbered consecutively from one upward in order
of maturity preceded by the letter "R," and shall bear interest from their date of delivery
(or such other earlier or later date as may be determined by the Mayor), payable semi-
annually on each April 1 and October 1 (each date an "Interest Date"), commencing on
April I ,2008 (or such later date as may be determined by the Mayor).
Interest on the Series 2007 Bonds shall be payable by check or draft of U.S. Bank
National Association, Fort Lauderdale, Florida, as Paying Agent, made payable and
mailed to the Holder in whose name such Bond shall be registered at the close of business
on the date which shall be the fifteenth day (whether or not a business day) of the
calendar month next preceding 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 2007
Bonds is payable to the Holder upon presentation, when due, at the designated corporate
trust office of U.S. Bank National Association, Fort Lauderdale, Florida, as Paying
Agent. The principal of, redemption premium, if any, and interest on the Series 2007
Bonds are payable in lawful money of the United States of America.
The Series 2007 Bonds shall bear interest at such rates and yields, shall mature on
April 1 of each of the years and in the principal amounts corresponding to such years as
determined by the Mayor subject to the provisions set forth in Section 6 hereof and the
provisions of the Official Notice of Sale. The final maturity of the Series 2007 Bonds
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shall not be later than April 1, 2018. All of the terms of the Series 2007 Bonds will be
included in a certificate to be executed by the Mayor following the award of the Series
2007 Bonds (the "Award Certificate") and shall be set forth in the final Official Statement
as described herein. In the event the Mayor is unavailable to execute the Award
Certificate in a timely manner, the County Administrator is authorized to execute such
Award Certificate.
SECTION 6. AWARD OF SERIES 2007 BONDS. The Mayor, on behalf
of the Issuer and only in accordance with the terms hereof and of the Official Notice of
Sale, shall award the Series 2007 Bonds to the underwriter or underwriters that submit a
bid proposal which complies in all respects with the Resolution and the Official Notice of
Sale and offers to purchase the Series 2007 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 2007 Bonds shall
not be awarded to any bidder unless the true interest cost set forth in the winning bid (as
calculated by the Issuer's Financial Advisor) is equal to or less than 5.50%. In
accordance with the provisions of the Official Notice of Sale, the Mayor may, in his or
her sole discretion, reject any and all bids.
SECTION 7. REDEMPTION PROVISIONS. The Series 2007 Bonds.
shall not be subject to optional redemption prior to maturity. Term Bonds may be
established with such Amortization Installments in accordance with the provisions of the
Official Notice of Sale at the option of the winning bidder. The mandatory redemption
provisions for the Series 2007 Bonds, if any, shall be set forth in the Award Certificate
and in the final Official Statement.
SECTION 8. BOOK-ENTRY. Notwithstanding the provisions set forth in
Section 2.08 of the Resolution, the Series 2007 Bonds shall be initially issued in the form
of a separate single certificated fully registered Series 2007 Bond for each maturity.
Upon initial issuance, the ownership of the Series 2007 Bonds 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 2007 Bonds shall be
registered in the name of Cede & Co., all payments on the Series 2007 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 2007 Bonds.
With respect to Series 2007 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 (a "Participant"). 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
2007 Bonds, (B) the delivery to any Participant or any other person other than a Series
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2007 Bondholder, as shown in the registration books kept by the Registrar, of any notice
with respect to the Series 2007 Bonds, or (C) the payment to any Participant or any other
person, other than a Series 2007 Bondholder, as shown in the registration books kept by
the Registrar, of any amount with respect to principal or interest of the Series 2007
Bonds. The Issuer, the Registrar and the Paying Agent may treat and consider the person
in whose name each Bond is registered in the registration books kept by the Registrar as
the Holder and absolute owner of such Series 2007 Bond for the purpose of payment of
principal or interest with respect to such Series 2007 Bond, for the purpose of giving
notices and other matters with respect to such Series 2007 Bond, for the purpose of
registering transfers with respect to such Series 2007 Bond, and for all other purposes
whatsoever. The Paying Agent shall pay all principal or interest of the Series 2007
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 in the Resolution and all such payments shall be valid and effective
to fully satisfy and discharge the Issuer's obligations with respect to payment of principal
or interest of the Series 2007 Bonds to the extent of the sum or sums so paid. No person
other than a Series 2007 Bondholder, as shown in the registration books kept by the
Registrar, shall receive a certificated Series 2007 Bond evidencing the obligation of the
Issuer to make payments of principal or interest purs,-!ant to the provisions hereof. Upon
delivery by DTC to the Issuer of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., and subject to the provisions in Section
2.08 of the Resolution with respect to transfers during certain periods next preceding an
interest payment date or the date a Bond has been selected for redemption, the words
"Cede & Co." in the 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 2007 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 such Series 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, in its sole discretion, that such book-entry only
system should be discontinued by the Issuer, such Series 2007 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 shall 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 2007 Bonds consistent with the terms of the Resolution, 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
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discontinued, the provISIons set forth in the eXlstmg Blanket Issuer Letter of
Representations previously executed by the Issuer and delivered to DTC shall apply to
the payment of principal and interest on the Series 2007 Bonds.
SECTION 9. FORM OF SERIES 2007 BONDS. The text of the Series
2007 Bonds, together with the Registrar's Certificate of Authentication shall be
substantially in the form of the bond set forth in Section 2.10 of the Resolution, with such
omissions, insertions and variations as may be necessary or desirable and authorized or
permitted by the Resolution or any subsequent resolution adopted prior to the issuance
thereof, or as may be necessary to comply with applicable laws, rules and regulations of
the United States, the State of Florida and the Issuer in effect upon the issuance thereof.
SECTION 10. APPLICATION OF SERIES 2007 BOND PROCEEDS.
Subject in all respects to the award of the Series 2007 Bonds in accordance with this
Supplemental Resolution and the Official Notice of Sale, the proceeds derived from the
sale of the Series 2007 Bonds shall be applied by the Issuer simultaneously with the
delivery thereof as follows:
(A) Capitalized interest, if any, shall be deposited to the Interest Account and
shall be used only for the purpose of paying the interest which shall thereafter become
due on the Series 2007 Bonds. Any capitalized interest shall be held in trust solely for the
payment of the Series 2007 Bonds.
(B) A sufficient amount of Series 2007 Bond proceeds shall be used to pay the
premium for the hereinafter described Reserve Account Surety Bond to be issued by
MBIA Insurance Corporation, the face amount of which, together with all other amounts
on deposit in the Reserve Account, shall equal the Reserve Account Requirement for the
Bonds.
(C) A sufficient amount of the Series 2007 Bond proceeds shall be applied to
the payment of the premium of the hereinafter described Bond Insurance Policy
applicable to the Series 2007 Bonds and to the payment of costs and expenses relating to
the issuance of the Series 2007 Bonds. Such amount or any portion thereof may, at the
option of the Issuer, be deposited in and disbursed from the Construction Fund.
(0) The balance of the Series 2007 Bond proceeds shall be deposited to a
separate account (the "2007 Project Account") in the Construction Fund established with
respect to the Series 2007 Project and shall be used to pay the Costs of the Series 2007
Project.
SECTION 11. KEY LARGO WASTEWATER TREATMENT
DISTRICT OBLIGATIONS. The Issuer covenants and agrees to use a sufficient
amount of the proceeds of the Series 2007 Bonds deposited in 2007 Project Account to
satisfy its remaining reimbursement obligations under the First Amended and Restated
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Interlocal Agreement, dated July 20, 2005, between the Key Largo Wastewater
Treatment District and the Issuer (the "KL WTD Agreement") in accordance with such
Agreement. The Issuer covenants not to amend this Supplemental Resolution or the
Resolution in any manner which would result in there being an insufficient amount of
proceeds of the Series 2007 Bonds on deposit in the 2007 Project Account to satisfy the
Issuer's remaining reimbursement obligations under the KL WTD Agreement.
SECTION 12. SECURITY FOR THE SERIES 2007 BONDS. The Series
2007 Bonds shall be secured on a parity basis with the Series 2003 Bonds and any
subsequently issued Additional Bonds pursuant to the provisions of the Resolution,
particularly Sections 4.01 and 4.02 thereof.
SECTION 13. OFFICIAL NOTICE OF SALE. The form of the Official
Notice of Sale attached hereto as Exhibit B and the terms and provisions thereof are
hereby authorized and approved. The Mayor is hereby authorized to make such changes,
insertions and modifications as he or she shall deem necessary prior to the advertisement
of such Official Notice of Sale. The Mayor is hereby authorized to advertise and publish
the Official Notice of Sale or a summary thereof at such time as he or she shall deem
necessary and appropriate, upon the advice of the Issuer's Financial Advisor, to
accomplish the competitive sale of the Series 2007 Bonds.
SECTION 14. PRELIMINARY OFFICIAL STATEMENT. The Issuer
hereby authorizes the distribution and use of a Preliminary Official Statement in
substantially the form attached hereto as Exhibit C in connection with offering the Series
2007 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 Mayor and the County Administrator are hereby
authorized to approve such insertions, changes and modifications. The Mayor and the
County Administrator (or either's designee) are hereby authorized to deem the
Preliminary Official Statement "final" within the meaning of Rule 15c2-12(b) under the
Securities Exchange Act of 1934 (the "Rule") in the form as mailed. Execution of a
certificate by the Mayor or County Administrator (or either's designee) deeming the
Preliminary Official Statement "final" as described above shall be conclusive evidence of
the approval of any insertions, changes or modifications.
SECTION 15. OFFICIAL STATEMENT. Subject in all respects with the
award of the Series 2007 Bonds in accordance with Section 6 hereof, the Mayor and the
County Administrator are hereby authorized and directed to execute and deliver a final
Official Statement, dated the date of the award of the Series 2007 Bonds, which shall be
in substantially the form of the Preliminary Official Statement, in the name and on behalf
of the Issuer, and thereupon to cause such Official Statement to be delivered to the
underwriter or underwriters with such changes, amendments, modifications, omissions
and additions as may be approved by the Mayor and the County Administrator. Said
Official Statement, including any such changes, amendments, modifications, omissions
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and additions as approved by the Mayor and the County Administrator, and the
information contained therein are hereby authorized to be used in connection with the
sale of the Series 2007 Bonds to the public. Execution by the Mayor and the County
Administrator of the Official Statement shall be deemed to be conclusive evidence of
approval of such changes.
SECTION 16. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. Subject in all respects with the award of the Series 2007 Bonds in
accordance with Section 5 hereof, u.S. Bank National Association, Miami, Florida is
hereby designated Registrar and Paying Agent for the Series 2007 Bonds. The Mayor
and the County Administrator are hereby authorized to enter into any agreement which
may be necessary to effect the transactions contemplated by this Section 16 and by the
Resolution.
SECTION 17. SECONDARY MARKET DISCLOSURE. Subject in all
respects with the award of the Series 2007 Bonds in accordance with Section 6 hereof,
the Issuer hereby covenants and agrees that, in order to provide for compliance by the
Issuer with the secondary market disclosure requirements of 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 dated date of the Series 2007 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 of Exhibit D hereto with such changes,
amendments, modifications, omissions and additions as shall be approved by the Mayor
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, to the extent permitted by law, the sole and exclusive remedy of any
Series 2007 Bondholder for the enforcement of the provisions of the Continuing
Disclosure Certificate shall be an action for mandamus or specific performance, as
applicable, by court order, to cause the Issuer to comply with its obligations under this
Section 17 and the Continuing Disclosure Certificate. For purposes of this Section 17,
"Series 2007 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
2007 Bonds (including persons holding such Bonds through nominees, depositories or
other intermediaries), or (B) is treated as the owner of any such Bond for federal income
tax purposes.
SECTION 18. AMENDMENT TO RESOLUTION. The definition of
"Infrastructure Sales Surtax Revenues" set forth in Section 1.01 of the Resolution is
hereby amended in its entirety to read as follows:
"Infrastructure Sales Surtax Revenues" shall mean all amounts
received by the Issuer from the Discretionary Sales Surtax Clearing Trust
Fund referred to in Section 212.054(4)(B), Florida Statutes, including but
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not limited to, the proceeds of the one cent local government infrastructure
sales surtax levied pursuant to Section 212.055(2), Florida Statutes, and the
proceeds of the tax levied pursuant to Section 202.19(5), Florida Statutes.
The foregoing amendment to the Resolution is being made in accordance with Section
7.01(A) of the Resolution and, accordingly, neither the consent of the Bondholders nor
the Insurers is required or being sought.
SECTION 19. MUNICIPAL BOND INSURANCE; RESERVE
ACCOUNT SURETY BOND. (A) Subject in all respects with the award of the Series
2007 Bonds in accordance with Section 6 hereof, the Issuer hereby authorizes the
payment of the principal of and interest on the Series 2007 Bonds to be insured pursuant
to a municipal bond insurance policy (the "Bond Insurance Policy") to be issued by
MBIA Insurance Corporation ("MBIA"). The Mayor and the County Administrator are
hereby authorized to execute such documents and instruments necessary to cause MBIA
to insure the Series 2007 Bonds.
(B) Subject in all respects with the award of the Series 2007 Bonds in
accordance with Section 6 hereof, the Issuer shall deposit to the Reserve Account a
reserve account surety bond purchased from MBlA (the "Reserve Account Surety Bond
") the face amount of which, together with any other cash amounts and the face amounts
of any other reserve policies or surety bonds on deposit in the Reserve Account, is equal
to the Reserve Account Requirement for the Bonds. The Reserve Account Surety Bond
constitutes a "Reserve Account Insurance Policy" for purposes of the Resolution. The
Mayor is hereby authorized to enter into a financial guaranty agreement substantially in
the form attached hereto as Exhibit E (the "Financial Guaranty Agreement") in order to
cause MBIA to issue such Reserve Account Surety Bond. The provisions of such
Financial Guaranty Agreement, when executed and delivered, shall be incorporated
herein by reference and to the extent there are any conflicts between the Financial
Guaranty Agreement and the Resolution, the provisions of the Financial Guaranty
Agreement shall control.
SECTION 20. PROVISIONS RELATING TO BOND INSURANCE
POLICY AND RESERVE ACCOUNT SURETY BOND. (A) The commitments from
MBIA to issue its Bond Insurance Policy and Reserve Account Surety Bond for the
Series 2007 Bonds are hereby approved and authorized and payment for the premiums
for such insurance is hereby authorized from proceeds of the Series 2007 Bonds. A
statement of insurance is hereby authorized to be printed on or attached to the Series
2007 Bonds for the benefit and information of the Holders of the Series 2007 Bonds.
(B) Subject in all respects with the award of the Series 2007 Bonds in
accordance with Section 6 hereof, so long as the Bond Insurance Policy issued by MBIA
is in full force and effect and MBIA has not defaulted in its payment obligations under
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the Bond Insurance Policy or the Reserve Account Surety Bond, the Issuer agrees to
comply with the following provisions:
(i) In the event that, on the second business day, and again on the
business day, prior to a Interest Date on the Series 2007 Bonds, the Paying Agent
has not received sufficient moneys to pay all principal of and interest on the Series
2007 Bonds due on the second following or following, as the case may be,
business day, the Paying Agent shall immediately notify MBIA or its designee on
the same business day by telephone or telegraph, confirmed in writing by
registered or certified mail, of the amount of the deficiency.
(ii) If the deficiency is made up in whole or in part prior to or on the
Interest Date, the Paying Agent shall so notify MBIA or its designee.
(iii) In addition, if the Paying Agent has notice that any Series 2007
Bondholder has been required to disgorge payments of principal or interest on a
Series 2007 Bond to a trustee in bankruptcy or creditors or others pursuant to a
final judgment by a court of competent jurisdiction that such payment constitutes a
voidable preference to such Series 2007 Bondholder within the meaning of any
applicable bankruptcy laws, then the Paying Agent shall notify MBIA or its
designee of such fact by telephone or telegraphic notice, confirmed in writing by
registered or certified mail.
(iv) The Paying Agent is hereby irrevocably designated, appointed,
directed and authorized to act as attorney-in-fact for Series 2007 Bondholders as
follows:
(a) If and to the extent there is a deficiency in amounts required
to pay interest on the Series 2007 Bonds, the Paying Agent shall (I) execute
and deliver to U.S. Bank Trust National Association, or its successors under
the Bond Insurance Policy (the "Insurance Paying Agent"), in form
satisfactory to the Insurance Paying Agent, an instrument appointing MBIA
as agent for such Series 2007 Bondholders in any legal proceeding related
to the payment of such interest and an assignment to MBIA of the claims
for interest to which such deficiency relates and which are paid by MBIA,
(II) receive as designee of the respective Series 2007 Bondholders (and not
as Paying Agent) in accordance with the tenor of the Bond Insurance Policy
payment from the Insurance Paying Agent with respect to the claims for
interest so assigned, and (III) disburse the same to such respective Series
2007 Bondholders; and
(b) If and to the extent of a deficiency in amounts required to pay
principal of the Series 2007 Bonds, the Paying Agent shall (I) execute and
deliver to the Insurance Paying Agent in form satisfactory to the Insurance
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Paying Agent an instrument appointing MBIA as agent for such Series
2007 Bondholder in any legal proceeding relating to the payment of such
principal and an assignment to MBIA of any of the Series 2007 Bonds
surrendered to the Insurance Paying Agent of so much of the principal
amount thereof as has not previously been paid or for which moneys are not
held by the Paying Agent and available for such payment (but such
assignment shall be delivered only if payment from the Insurance Paying
Agent is received), (II) receive as designee of the respective Series 2007
Bondholders (and not as Paying Agent) in accordance with the tenor of the
Bond Insurance Policy payment therefor from the Insurance Paying Agent,
and (III) disburse the same to such Series 2007 Bondholders.
(v) Payments with respect to claims for interest on and principal of
Series 2007 Bonds disbursed by the Paying Agent from proceeds of the Bond
Insurance Policy shall not be considered to discharge the obligation of the Issuer
with respect to such Series 2007 Bonds, and MBIA shall become the owner of
such unpaid Series 2007 Bond and claims for the interest in accordance with the
tenor of the assignment made to it under the provisions of this subsection or
otherwise.
(vi) Irrespective of whether any such assignment is executed and
delivered, the Issuer and the Paying Agent agree for the benefit ofMBIA that:
(a) They recognize that to the extent MBIA makes payments,
directly or indirectly (as by paying through the Paying Agent), on account
of principal of or interest on the Series 2007 Bonds, MBIA will be
subrogated to the rights of such Series 2007 Bondholders to receive the
amount of such principal and interest from the Issuer, with interest thereon
as provided and solely from the sources stated in the Resolution and the
Series 2007 Bonds; and
(B) They will accordingly pay to MBIA the amount of such
principal and interest (including principal and interest recovered under
subparagraph (ii) of the first paragraph of the Bond Insurance Policy, which
principal and interest shall be deemed past due and not to have been paid),
with interest thereon as provided in the Resolution and the Series 2007
Bonds, but only from the sources and in the manner provided in the
Resolution for the payment of principal of and interest on the Series 2007
Bonds to Series 2007 Bondholders, and will otherwise treat MBIA as the
owner of such rights to the amount of such principal and interest.
(vii) In connection with the issuance of additional parity obligations, the
Issuer shall deliver to MBIA a copy of the disclosure document, if any, circulated
with respect to such additional parity obligations.
12
(viii) Copies of any amendments made to the documents executed in
connection with the issuance of the Series 2007 Bonds which are required to be
consented to by MBIA shall be sent to S&P. Copies of any other amendments not
requiring MBIA's consent shall be delivered to MBIA.
(ix) The Issuer shall provide MBIA with notice of the resignation or
removal of the Paying Agent and the appointment of a successor thereto.
(x) The Issuer shall provide MBIA with copies of all notices required to
be delivered to Series 2007 Bondholders under the Resolution and, on an annual
basis, copies of the Issuer's audited financial statements and annual budget.
(xi) Any notice required to be given to or by any party, including, but not
limited to, a Series 2007 Bondholder or the Paying Agent, pursuant to the
Resolution shall also be provided to MBIA. All notices required to be given to
MBIA shall be in writing and shall be sent by registered or certified mail
addressed to MBIA Insurance Corporation, 113 King Street, Armonk, New York
10504, Attention: Insured Portfolio Management.
(xii) The Issuer agrees to reimburse MBIA immediately and
unconditionally upon demand, to the extent permitted by law, for all reasonable
expenses, including attorneys' fees and expenses, incurred by MBIA in connection
with (a) enforcement by MBIA of the Issuer's obligations, or the preservation or
defense of any rights of MBIA, under the Resolution and any other document
executed in connection with the issuance of the Series 2007 Bonds, and (b) any
consent, amendment, waiver or other action with respect to the Resolution or any
related document, whether or not granted or approved, together with interest on all
such expenses from and including the date incurred to the date of payment of
Citibank's prime rate plus 3% or the maximum interest rate permitted by law,
whichever is less. In addition, MBIA reserves the right to charge a fee in
connection with its review of any such consent, amendment or waiver, whether or
not granted or approved.
(xiii) Except as otherwise provided in this Section 20(B)(xiii), the Issuer
agrees not to use MBIA's name in any public document including, without
limitation, a press release or presentation, announcement or forum without MBIA's
prior consent. Notwithstanding the immediately preceding sentence, the Issuer
may use, refer to and disclose MBIA's name in its ordinary course of business and
government activity. Such use, reference or disclosure includes, but is not limited
to, publishing MBIA's name in the Issuer's Comprehensive Annual Financial
Report, any Preliminary or final Official Statement, any continuing disclosure
document, or any other document or instrument that is prepared by the Issuer in
the ordinary course of its business and government activity. In addition, the Issuer
may disclose MBIA's name in accordance with any applicable public records or
13
other laws. In the event that the Issuer is proposing to disclose MBIA's name in
any press release, public announcement or other public document outside of its
ordinary course of business and governmental activity, the Issuer shall provide
MBIA with at least three (3) business days' prior written notice of its intent to use
MBIA's name together with a copy of the proposed use of MBIA's name and of
any description of a transaction with MBIA and shall obtain MBIA's prior consent
as to the form and substance of the proposed use of MBIA's name and any such
description.
(xiv) The Issuer shall not enter into any agreement nor shall it consent to
or participate in any arrangement pursuant to which Series 2007 Bonds are
tendered or purchased for any purpose other than the redemption and cancellation
or legal defeasance of such Series 2007 Bonds without the prior written consent of
MBIA.
(xv) The Resolution may not be terminated until all amounts owed to
MBIA under the terms of the Financial Guaranty Agreement have been satisfied.
(xvi) There may be no optional redemption of the Series 2007 Bonds or
distribution of funds to the Issuer unless all amounts owed to MBIA under the
terms of the Financial Guaranty Agreement have been paid in full.
(xvii) MBIA, acting alone, shall have the right to direct all remedies with
respect to the Series 2007 Bonds in the event of a default under the Resolution.
MBIA shall be recognized as the registered owner of each Series 2007 Bond
which it insures for the purposes of exercising all rights and privileges available to
Series 2007 Bondholders. For Series 2007 Bonds which it insures, MBIA shall
have the right to institute any suit, action, or proceeding at law or in equity under
the same terms as a Series 2007 Bondholder in accordance with applicable
provisions of the Resolution. Other than the standard redemption provisions set
forth in the Resolution, any acceleration of principal payments on the Series 2007
Bonds shall be subject to MBIA's prior written consent.
(xviii) Notwithstanding any other provision of the Resolution to the
contrary, upon the defeasance of any Series 2007 Bonds pursuant to Section 8.01
of the Resolution, the Issuer shall provide MBIA with an opinion of counsel
acceptable to MBIA that the Series 2007 Bonds have been legally defeased and
that the escrow agreement establishing such defeasance operates to legally defease
the Series 2007 Bonds within the meaning of the Resolution. In addition, the
Issuer shall provide MBIA with (a) 15 business days notice of any advance
refunding of the Series 2007 Bonds and (b) an accountant's report with respect to
the sufficiency of the amounts deposited in escrow to defease the Series 2007
Bonds.
14
SECTION 21. GENERAL AUTHORITY. The Mayor, the County
Administrator, the Clerk, the County Attorney, and the other 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 Statement, the
Continuing Disclosure Certificate, the Financial Guaranty Agreement or the Official
Notice of Sale or desirable or consistent with the requirements hereof or of the
Resolution, the Official Statement, the Continuing Disclosure Certificate, the Financial
Guaranty Agreement or the Official Notice of Sale for the full punctual and complete
performance of all the terms, covenants and agreements contained herein or in the Series
2007 Bonds, the Resolution, the Official Statement, the Continuing Disclosure
Certificate, the Financial Guaranty Agreement and the Official Notice of Sale and each
member, employee, attorney and officer of the Issuer is hereby authorized and directed to
execute and deliver any and all papers and instruments and to be and cause to be done
any and all acts and things necessary or proper for carrying out the transactions
contemplated hereunder. If the Mayor is unavailable or unable at any time to perform
any duties or functions hereunder, the Mayor Pro Tern and the County Administrator are
each hereby authorized to act on his behalf.
SECTION 22. 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
2007 Bonds.
SECTION 23. CONFLICTS; 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; provided, however, that in
the event of a conflict between the terms of this Supplemental Resolution and the
Resolution, the terms of this Supplemental Resolution shall govern.
SECTION 24. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
15
PASSED AND ADOPTED by the Board of County Commissioners of Monroe
County, Florida, at a regular meeting of said Board held on the 14th day of November,
2007.
tJi!~ofem Di Gennaro Yes
Mavor McCoy Yes
Comm. Murphy Yes
Commo Neugent Yes
Comm. Spehar Yes
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Mayor Charles "Sonny" McCoy
~
(SEAL)
Attest: DANNY L. KOLHAGE, Clerk
By: ~o.klQ. ~yhm~
Deputy Clerk
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16
EXHIBIT A
SERIES 2007 PROJECT
. The Series 2007 Project generally includes the following:
· acquisition, construction and equipping of a new fire station/EMS facility on Stock
Island
· acquisition, construction and equipping of a new fire station on Big Pine Key
. acquisition, construction and equipping of a new fire station on Conch Key
. acquisition, construction and equipping of a public works compound at Rockland
. capital improvements at Big Pine Park
· pursuant to the terms of the Resolution, the County will deposit a sufficient
amount of the proceeds of the Series 2007 Bonds to the 2007 Project Account in
order to satisfy all of its remaining reimbursement obligations under the KL WTD
Agreement
EXHIBIT B
FORM OF OFFICIAL NOTICE OF SALE
OFFICIAL NOTICE OF SALE
$30,640,000*
Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds,
Series 2007
Electronic Bids, as Described Herein, Will Be Accepted Until
10:00 a.m., Eastern Standard Time, November 28, 2007*
'Preliminary. subject to change.
Afonroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Ser;e!i 2007 _ Official /Votice of Sale
Page 1
OFFICIAL NOTICE OF SALE
$30,640,000*
Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds
Series 2007
NOTICE IS HEREBY GIVEN that electronic bids will bc received in the manner, on the
date and up to the time specified below:
DATE:
TIME:
ELECTRONIC BIDS:
November 28,2007*
10:00 A.M. Eastern Standard Time*
May be submitted only through Public Financial Management's
PFMauction website ("PFMauction") as described below. No
other form of bid or provider of electronic bidding services will
be accepted.
GENERAL
Bids will be received at the office of the County Administrator of Monroe County,
Florida, The Historic Gato Cigar Factory, 1100 Simonton Street, Suite 2-205, Key West,
Florida 33040, for the purchase of all, but not less than all, of the $30,640,000* Monroe
County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2007 (the "Bonds") to
be issued by Monroe Connty, Florida (the "County") pursuant to the terms and conditions
of Resolution No. 077-2003 adopted by the Board of County Commissioners of the
Connty, on February 19, 2003, as amended and supplemented (the "Bond Resolution").
Such bids will be opened in public in accordance with applicable legal requirements.
The Bond proceeds will be used to finance the acquisition, construction and
equipping of various capital improvements within the County and to pay costs of issuing
the Bonds, including the premium for a mnnicipal bond insurance policy and a debt
service reserve insurance policy.
The Bonds are more particularly described in the Preliminary Official Statement
dated November IS, 2007 (the "Preliminary Official Statement") relating to the Bonds,
available at PFMauction's website, www.pfmauction.cum.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.
AfOlIToe County, Florida Infrmtructure Sales Surta\" Revellue Bonds, Series 2007 - Official i\rot;ce of Sale
Page 2
Prior to accepting bids, the County reserves the right to change the principal
amount of the Bonds being offered and the terms of the Bonds, to postpone the sale to a
later date or time, or cancel the sale. Notice of a change or cancellation will be
announced via The Bond Buyer news service at the internet website address
www.tm3.com. not later than Noon, Eastern Standard Time, on the day preceding the bid
opening or as soon as practicable. Such notice will specify the revised principal amount
or terms, if any, and any later date or time selected for the sale, which may be postponed
or cancelled in the same manner. If the sale is postponed, a later public sale may be held
at the hour, in the manner, and on such date as communicated upon at least twenty-four
(24) hours notice via The Bond Buyer news service at the internet 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 PFMauction conflict with
this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For
further information about PFMauction and to subscribe in advance of the bid, potential
bidders may contact PFMauction at (412) 391-5555, extension 370.
Each prospective electronic bidder must be a subscriber to PFMauction. Each
qualified prospective electronic bidder shall be solely responsible to make necessary
arrangements to view the bid form on PFMauction and to access PFMauction for the
purposes of submitting its bid in a timely manner and in compliance with the
requirements of the Official Notice of Sale. Neither the County nor PFMauction shall
have any duty or obligation to provide or assure access to PFMauction to any prospective
bidder, and neither the County nor PFMauction shall be responsible for a bidder's failure
to register to bid or for proper operation of, or have any liability for any delays or
interruptions of, or any damages caused by, PFMauction. The County is using
PFMauction as a communication mechanism, and not as the County's agent, to conduct
the electronic bidding for the Bonds. The County is not bound by any advice and
determination of PFMauction to the effect that any particular bid complies with the terms
of this Official Notice of Sale and, in particular, the bid specifications hereinafter set
forth. All costs and expenses incurred by prospective bidders in connection with their
registration and submission of bids via PFMauction are the sole responsibility of such
bidders and the County shall not be responsible, directly or indirectly, for any such costs
or expenses. If a prospective bidder encounters any difficulty in submitting, modifying
or withdrawing a bid for the Bonds, the prospective bidder should immediately telephone
PFMauction at 412-391-5555, extension 370, and notify the County's Financial Advisor,
Public Financial Management, Inc., at 239-939-3009 or canaryh@pfm.com. The County
shall have no responsibility for technological or transmission errors that any bidder may
experience in transmitting a bid. The use of PFMauction shall be at the bidder's risk and
expense, and the County shall have no liability with respect thereto.
Jfonroe County, Florida bifrastruaure Sales Surtax ReJ'enue Ronm, Serie:/i 2007 _ Official Notice of Sale
Page 3
THE BONDS
The Bonds will be issued in fully registered, book-entry only form, without
coupons, will be dated as of their date of delivery (currently anticipated to be
December 14, 2007), will be issued in denominations of $5,000 or integral multiples
thereof, will bear interest from their dated date until paid at the annual rate or rates
specified by the successful bidder, subject to the limitations specified below, payable as
shown on the Summary Table set forth herein. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The Bonds must meet the minimum and
maximum coupon and reoffcring price criteria shown in thc Summary Table on a
maturity and aggregate basis.
The Bonds will mature on the dates, in the years and principal amounts shown on
the Summary Table as serial bonds except as otherwise adjusted as described herein.
STRUCTURE
Any two to four consecutive maturities of the Bonds bearing interest at the same
rate may be combined into up to three (3) term bonds with mandatory sinking fund
installments equal to the amounts and years specified in the Official Notice of Sale
combined to fOllIl a tellIl bond.
NO OPTIONAL REDEMPTION
The Bonds will not be subject to optional redemption prior to maturity.
SECURITY
The Bonds shall be limited obligations of the Issuer and secured by Infrastructure
Sales Surtax Revenues, as defined in the Resolution and described in the Preliminary
Official Statement. The Bonds shall be on parity with the County's outstanding
Infrastructure Sales Surtax Revenue Bonds, Series 2003 (the "Series 2003 Bonds"). See
the Preliminary Official Statement for more information regarding the security for the
Bonds.
A(onroe COUIIty, Florida Infrmtructure Sales Surtax Revenue Bonds, Serie.~ 2007 _ Offidal Notice of Sale
Page 4
Summary Table
If numerical or date references contained in the body of this Official Notice of Sale conflict with this Sununmy Table.
the body of tltis Official Notice of Sale shall control. Consult the body of tltis Official Notice of Sale for a detailed
explanation of the items contained in the Snmmary Table, including interpretation of such items and methodologies
used to detennine such items. Prospective purchasers of the bonds must read the entire Offici<:tl Notice of Sale and
the entire Preliminary Official Statement
Terms of the Bonds
Dated Date:
Anticipated Delivery Date:
Interest Payment Dates:
Principal Payment Dates (April I):
Year
2009"
2010"
20ll"
2012"
2013"
Date of Delivery
December 14, 2007'
April 1 and October L commencing April I, 2008
Principal Amount'
$2,615,000
2,700,000
2,795,000
2,890,000
2,990,000
Year
2014"
2015"
2016"
2017"
2018"
Principal Amount'
$3,095,000
3,205,000
3,325,000
3,445,000
3,580,000
Interest Calculation:
[Ratings] :
360-day year of twelve 30-day months
Moody's: Aaa (insured)
S&P: AAA (insured)
Fitch: AAA (insured)
Bidding Parameters
Sale Date:
Bidding Method:
All or none vs. Maturity-by-Maturity:
Bid Award Method:
Bid Confirmation:
Bid Award:
Good Faith Deposit:
Coupon Multiples:
Maximum Coupon:
Minimum Coupon:
Optional Redemption:
Term Bonds:
Maximum Reoffering Price:
Maturity
Aggregate
Maturity
Aggregate
November 28, 2007'
PFMauction
All-or-none
Lowest true interest cost
Fax signed Official Confirmation of Bid Form
As soon as practicable on day of sale
$310,000; Surety bond required prior 10 bid
1/8 or 1/20 of 1%
5.25%
None
No
Yes, al bidder's option. See "STRUCTURE" herein.
Unlintited
U nlintited
98.0
99.0
Yes, all maturities by
Minimum Reoffering Price:
Insurance:
Adiu.s.lment Parameters (As required to optintize funding ofprojecls)
Principal Increases: Maturity Unlimited
Aggregale 10.0%
Principal Reductions: Maturity Unlintited
Aggregate 10.0%
, Prelirninary, subjccllo change.
"May be combined into up to three (3) tenn bonds. See "STRUCTURE" herein.
Afonroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Serie.5 2007 - Official J.Votice of Sale
Page 5
ADJUSTMENT OF AMOUNT AND MATURITIES
The aggregate principal amount of each maturity of Bonds is subject to adjustment
by the County after the receipt and opening of the bids for their purchase. Changes to be
made after the opening of the bids will be communicated to the successful bidder directly
prior to 8:00 a.m., Eastern Standard Time on the date following the sale date.
The County may cancel the sale of the Bonds or adjust the aggregate principal
amount. The County may increase or decrease the principal amount of the Bonds or any
maturity thereof by no more than the individual maturity or aggregate principal
percentages, if any, shown in the Summary Table. The County will consult with the
successful bidder before adjusting the amount of any maturity of the Bonds or canceling
the Bonds; however, the County reserves the sole right to make adjustments, within the
limits described above, or cancel the sale of the Bonds.
Adjustment to the size of the Bonds witIrin the limits described above does not
relieve the purchaser from its obligation to purchase all of the Bonds offered by the
County.
Each bid must specify the initial reoffering prices to the public of each maturity of
Bonds. Adjustments may be made to the principal amounts based on the reoffering
prices shown on PFMauction. In determining whetIrer 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 tIre 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 tIre 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
Jfonroe COUllty, Florida lnfrastructure Sales Surtax ReJ'enue Bonds, Series 2007 ~ O/jiciall'llotice of Sale
Page 6
delivery of the Bonds, will be required to deposit the Bond certificates with DTC or the
Registrar (as defined below), registered in the name of Cede & Co. Principal of,
premium, if any, and interest on the Bonds will be payable by U.S. Bank National
Association, the paying agent and registrar (the "Registrar") for the Bonds by wire
transfer or in clearinghouse funds to DTC or its nominee as registered owner of the
Bonds. Transfer of principal, premium, if any, and interest payments to the beneficial
owners by participants of DTC will be the responsibility of such participants and other
nominees of beneficial owners. Neither the County nor the Registrar will be responsible
or liable for payments by DTC to its participants or by DTC participants to beneficial
owners or for maintaining, supervising or reviewing the records maintained by DTC, its
participants or persons acting through such participants.
Principal of, and premium, if any, on the Bonds will be payable upon presentation
and surrender thereof at the designated corporate office of the Registrar on the dates, in
the years and amounts established in accordance with the award of the Bonds. Interest on
the Bonds is payable on the dates shown in the Summary Table. The Registrar will mail
interest payments on the Bonds on each interest payment date to the owners of the Bonds
at the addresses listed on the registration books maintained by the Registrar for such
purpose at the close of business on the date which shall be the fifteenth day (whether or
not a business day) of the calendar month next proceeding the applicable payment date,
as described in the Bond Resolution. So long as DTC or its nominee is the registered
owner of the Bonds, payments of principal, interest and any redemption premium on the
Bonds will be made to DTC or its nominee.
PRELIMINARY OFFICIAL
STATEMENT
STATEMENT AND FINAL OFFICIAL
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 l5c2-l2 of
the Securities and Exchange Commission. The County will furnish the successful bidder
on the date of closing, with its certificate as to the completeness and accuracy of the
Official Statement.
The Preliminary Official Statement and this Official Notice of Sale and any other
information concerning the proposed financing will be available electronically at
PFMauction's web site, wwwpfmauction.com. Assistance in obtaining the documents will
be provided by PFMauction customer service at 412-391-5555, extension 370 or from
Public Financial Management, Inc., Financial Advisor to the County, 13350 Metro
Parkway, Suite 302, Fort Myers, Florida 33966-4796, Phone 239-939-3009, Fax 239-
939-1220 or email canaryh@pfm.com.
Jfonroe COUllty, Florida Infra~trudllre Sale.f Surtax Revenue Honds, Series 2007 - Officiall....'otice lif Sale
Page 7
The Preliminary Official Statement, when amended to reflect the actual amount of
the Bonds sold, the interest rates specified by the successful bidder and the price or yield
at which the successful bidder will reoffer the Bonds to the public, together with any
other information required by law, will constitute a final "Official Statement" with
respect to the Bonds as that term is defined in Rule 15c2-12. The County shall furnish at
its expense within seven (7) business days after the Bonds have been awarded to the
successful bidder no more than 200 copies of the final Official Statement. Additional
copies of the Official Statement may be provided at the request and expense of the
winning bidder. If the Bonds are awarded to a syndicate, the County will designate the
senior managing underwriter of the syndicate as its agent for purposes of distributing
copies of the Official Statement to each participating underwriter. Any underwriter
submitting a bid with respect to the Bonds agrees thereby that if its bid is accepted, it
shall accept such designation and shall enter into a contractual relationship with all
participating underwriters for the purpose of assuring the receipt and distribution by each
participating underwriter ofthe Official Statement.
LEGAL OPINIONS
The Bonds will be sold subject to the opinion of Nabors, Giblin & Nickerson,
P.A., the County's Bond Counsel, as to the legality thereof and such opinion will be
furnished without cost to the purchaser and all bids will be so conditioned. A form of
Bond Counsel's opinion is attached to the Preliminary Official Statement as Appendix E.
Certain matters will be passed on for the County by Suzanne Hutton, 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 Suzanne Hutton, County Attorney,
with respect to certain matters concerning the Official Statement will be furnished
without charge to the successful bidder at the time of delivery of the Bonds.
BIDDING PROCEDURE; OFFICIAL BID FORMS
Only electronic bids submitted via PFMauction will be accepted. No other
provider of electronic bidding services will be accepted. No bid delivered in person or by
facsimile directly to the County will be accepted. Bidders are permitted to submit bids
for the Bonds during the bidding time period, provided they are eligible to bid as
described under "GENERAL" above.
Each electronic bid submitted via PFMauction shall be deemed an irrevocable
offer in response to this Official Notice of Sale and shall be binding upon the bidder as if
made by a signed, sealed bid delivered to the County. All bids remain firm until an
award is made. The successful bidder must confirm the details of such bid by a signed
Afonroe County, Florida Infrmtrudure Sales Surtax Revenue Bond~. Series 2007 - Official Notice of Sale
Page 8
Official Confirmation of Bid Form delivered by fax to Public Financial Management, Inc.
at 239-939-1220 no later than one hour after being notified by the County of being the
winning bidder, the original of which must be received by Public Financial Management,
Inc., Financial Advisor to the County on the following business day at 13350 Metro
Parkway, Suite 302, Fort Myers, FL 33966-4796. Failme to deliver the form does not
relieve the bidder of the obligation to purchase the Bonds.
FORM OF BID
Bidders must bid to purchase all matmities 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 pmchase price for the entire issue of the Bonds. No more than
one (l) bid from any bidder will be considered.
A bidder must specify the rate or rates of interest per annum (with no more than
one rate of interest per maturity), which the Bonds are to bear, to be expressed in
multiples of 1/8 or 1/20 of 1%. Any number of interest rates may be named, but the
Bonds of each maturity must bear interest at the same single rate for all bonds of that
maturity.
Each bid for the Bonds must meet the minimum and maximum coupon criteria and
minimum and maximum reoffering price criteria shown in the Summary Table on a
matmity 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.
MUNICIPAL BOND INSURANCE
The County has received a commitment from of its intent to
issue a municipal bond insurance policy insuring payment of principal and interest on the
Bonds, when due. The cost of municipal bond insurance will be paid by the County.
Information regarding the bond insurance commitment may be obtained from the Public
Financial Management, Inc., Financial Advisor to the County, 13350 Metro Parkway,
Suite 302, Fort Myers, FL 33966-4796, 239-939-3009, canaryh@pfm.com.
RESERVE ACCOUNT INSURANCE POLICY
The City has received a commitment from of its intent to
Issue a debt service reserve fund insurance policy (the "Reserve Account Insurance
Alonroe County, Florida infrastructure Sale.~ Surtax Revenue Bonds, Series 2007 - Official J.Votice of Sale
Page 9
Policy"), the face amount of which, together with other amounts on deposit in the
Reserve Account (as defined in the Bond Resolution), will be equal to the Reserve
Account Requirement (as defined in the Bond Resolution) for the Bonds and the Series
2003 Bonds. Such Reserve Account Insurance Policy shall be deposited to the Reserve
Account and shall be used to pay debt service on the Bonds to the extent the Pledged
Funds are insufficient therefore. The cost of the Reserve Account Insurance Policy will
be paid by the County.
AWARD OF BID
The County expects to award the Bonds to the winning bidder as soon as
practicable after the bids are opened on the sale date. Bids may not be withdrawn prior to
the award. Unless all bids are rejected, the Bonds will be awarded by the County on the
sale date to the bidder whose bid complies with this Official Notice of Sale and results in
the lowest True Interest Cost ("TIC") to the County. The lowest TIC will be determined
by doubling the semi-annual interest rate, compounded semi-annually, necessary to
discount the debt service payments from the payment dates to the dated date of the Bonds
and to the aggregate purchase price of the Bonds. If two or more responsible bidders
offer to purchase the Bonds at the same lowest TIC, the County will award the Bonds to
one of such bidders by lot. Only the final bid submitted by any bidder through
PFMauction will be considered. The right reserved to the County shall be final and
binding upon all bidders with respect to the form and adequacy of any proposal received
and as in its conformity to the terms of this Official Notice of Sale.
RIGHT OF REJECTION
The County reserves the right, in its discretion, to reject any and all bids and to
waive irregularity or informality in any bid.
DELIVERY AND PAYMENT
Delivery of the Bonds will be made by the County to DTC in book-entry only
form, in New York, New York on or about the delivery date shown in the Summary
Table, or such other date agreed upon by the County and the successful bidder. Payment
for the Bonds must be made in Federal Funds or other funds immediately available to the
County at the time of delivery of the Bonds. Any expenses incurred in providing
immediate funds, whether by transfer of Federal Funds or otherwise, will be borne by the
purchaser. The County intends to conduct the closing in Naples, Florida.
RIGHT OF CANCEL LA nON
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
Monroe COllnty, Floridllltifraslrlldllre Silks SImax Revenlle BOllds, Series 1007 - OjJicinl Notice of Silk
Page 10
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
Each bid for the purchase of the Bonds must be accompanied by a financial surety
bond which guarantees payment to the County of the Good Faith Deposit amount shown
in the Summary Table to secure the County against any loss resulting from a failure of
the successful bidder to take up and pay for the Bonds in accordance with the terms of
this Official Notice of Sale and of their bids. Each financial surety bond must be from an
insurance company acceptable to the County and licensed to issue such a bond in the
State of Florida. Each financial surety bond must be submitted to Public Financial
Management, Inc., Financial Advisor to the County, 13350 Metro Parkway, Suite 302,
Fort Myers, FL 33966-4796, or by facsimile to 239-939-1220, prior to the time bids are
required to be submitted and must be in form and substance acceptable to the County.
Each fmancial surety bond must identify each bidder whose deposit is guaranteed by such
financial surety bond.
The successful bidder for the Bonds is required to submit its Good Faith Deposit
to the County in the form of a wire transfer in federal funds not later than 12:30 p.m.,
Eastern Standard Time, on the next business day following the award. If such deposit is
not received by that time, the relevant financial surety bond will be drawn upon by the
County to satisfy the deposit requirement.
The Good Faith Deposit so wired will be retained by the County until the delivery
of such Bonds, at which time the good faith deposit will be applied against the purchase
price of such Bonds or the good faith deposit will be retained by the County as partial
liquidated damages in the event of the failure of the successful bidder to take up and pay
for such Bonds in compliance with the terms of the Official Notice of Sale and of its bid.
The County will pay no interest on the good faith deposit. The balance of the purchase
price must be wired in federal funds to the account detailed in the closing memorandum
provided by the County to the successful purchaser, simultaneously with delivery of such
Bonds.
CUSIP NUMBERS
It is anticipated that CUSIP numbers will be printed on the Bonds, but neither
failure to print such numbers on any Bonds nor any error with respect thereto will
constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and
pay for the Bonds. Bond Counsel will not review or express any opinion as to the
correctness of such CUSIP numbers. The policies of the CUSIP Service Bureau will
govern the assignment of specific numbers to the Bonds. The successful bidder will be
Jlonroe County, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2007 - Official Notice (if Sale
Page 11
responsible for applying for and obtaining CUSIP numbers for the Bonds. All expenses
in relation to the printing of CUSIP numbers on the Bonds will be paid for by the County;
provided, however, that the CUSIP Service Bureau charge for the assignment of said
numbers will be the responsibility of and will be paid for by the successful bidder.
BLUE SKY
The County has not undertaken to register the Bonds under the securities laws of
any state, nor investigated the eligibility of any institution or person to purchase or
participate in the underwriting of the Bonds under any applicable legal investment,
insurance, banking or other laws. By submitting a bid for the Bonds, the successful
bidder represents that the sale of the Bonds in states other than Florida will be made only
under exemptions from registration or, wherever necessary, the successful bidder will
register the Bonds in accordance with the securities laws of the state in which the Bonds
are offered or sold. The County agrees to cooperate with the successful bidder, at the
bidder's written request and expense, in registering the Bonds or obtaining an exemption
from registration in any state where such action is necessary; provided, however, that the
County shall not be required to consent to suit or to service of process in any jurisdiction.
DISCLOSURE OBLIGA nONS 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.
Receipt of such statement is a condition precedent to the delivery of the Bonds to such
successful bidder.
The winning bidder must (1) complete the Truth-in-Bonding Statement provided
by Bond Counsel (the form of which is attached hereto as Exhibit A) and (2) indicate
whether such bidder has paid any finder's fee to any person in connection with the sale of
the Bonds in accordance with Section 218.386, Florida Statutes.
The successful purchaser will be required to submit to the County prior to closing
a certification to the effect that (i) all of the Bonds have been subject of a bona fide initial
offering to the public (excluding bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters or wholesalers) at prices no higher than those
shown on the cover of the Official Statement relating to the Bonds, (ii) to the best of their
knowledge, and based on their records and other information available to them which
they believe to be correct, at least 10 percent of each maturity of the Bonds were sold to
the public (excluding bond houses, brokers or similar persons or organizations acting in
the capacity of underwriters or wholesalers) at initial offering prices not greater than or
lfollroe COUlJty, Florida Infrastructure Sales Surtax Revenue Bonds, Series 2007 - Official Notice of Sale
Page 12
yields not lower than the respective prices or yields shown on the cover of the Official
Statement, and (iii) at the time they agreed to purchase the Bonds, based upon their
assessment of the then prevailing market conditions, they had no reason to believe any of
the Bonds would be sold to the public (excluding bond houses, brokers or similar persons
or organizations acting in the capacity of underwriters or wholesalers) at prices greater
than or yields lower than the respective prices or yields shown on the cover of the
Official Statement.
CONTINUING DISCLOSURE
The County has covenanted to provide ongoing disclosure in accordance with
Rule 15c2-l2 of the Securities and Exchange Commission. The specific nature of the
information to be contained in the armual report and the notices of material events are set
forth in the Continuing Disclosure Certificate which is reproduced in its entirety in
Appendix F attached to the Preliminary Official Statement for the Bonds. The covenants
have been undertaken by the County in order to assist the successful purchaser in
complying with clause (b) (5) of Rule 15c2-12 of the Securities and Exchange
Commission.
CERTIFICATE
The County will deliver to the purchaser of the Bonds a certificate of an official of
the County, dated the date of delivery of said Bonds, stating that as of the date thereof, to
the best of the knowledge and belief of said official, the Official Statement does not
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 ofthe 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 comts of the Sixteenth Judicial Circuit in and for Monroe County,
Florida.
Alonroe COUllty, Florida Infra~trudure Sales Sur/a.\: Revenue Boncls, Series 2007 - Official.Notice of Sale
Page 13
NOTICE OF BIDDERS REGARDING PUBLIC ENTITY CRIMES
A person or affiliate who has been placed on the Convicted Vendor List (as
described in Florida Statutes) following a conviction for a public entity crime may not
submit a bid.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Mayor
Dated: November 15, 2007
Jfonroe County, Florida In/rastrudure Sales Surtax Rel'enue Bonds, Serie.f 2007 ~ Official Notice of Sale
Page 14
EXHIBIT A
TRUTH-IN-BONDING STATEMENT
November _, 2007
Board of County Commissioners
of Monroe County, Florida,
Re: Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds,
Series 2007
Dear Commissioners:
The purpose of the following two paragraphs is to furnish, pursuant to the
provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-
bonding statement required thereby, as follows:
(a) The County is proposing to issue $ principal amount of the
above-referenced Bonds for the principal purposes of financing the acquisition,
construction and equipping of various capital improvements within the County and
paying certain costs of issuance of the Bonds, including the premium for municipal bond
insurance and a reserve account insurance policy. 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 limited obligations of the County. The principal source of
repayment or security for the Bonds is the Infrastructure Sales Surtax Revenues (as
described in the Preliminary Official Statement for the Bonds). The Bonds will be on
parity with the County's outstanding Infrastructure Sales Surtax Revenue Bonds, Series
2003.
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
Afonroe County, Florida Infrastructure Sales S,u1ax Revenue Bond~. Series 2007 - Official j\iotice of Sale
PagelS
OFFICIAL CONFIRMATION OF BID FORM
$ *
Monroe County, Florida Infrastructure Sales Surtax Revenue Bonds
Series 2007
The undersigned hereby offer to purchase all of the Monroe County, Florida
Infrastructure Sales Surtax Revenue Bonds, Series 2007 (the "Bonds"), to be dated as of
the date of delivery (expected to be December 14, 2007), described in the attached
Official Notice of Sale and the Preliminary Official Statement referred to therein, which
by reference is made part of this bid, for all but not less than all of said Bonds and will
pay therefor, at the time of delivery, in immediately available Federal Reserve Funds
Dollars ($ ), bearing interest
at the following rates per annum:
Year
(April I)
2009"
2010"
20 !l"
2012"
20\3"
Principal'
Amount
$2,615,000
2,700,000
2,795,000
2,890,000
2,990,000
Reoffering
Price or
Yield
Reoffering
Price or
Yield
Principal'
Amount
$3,095,000
3,205,000
3,325,000
3,445,000
3,580,000
In terest
Rate
Interest
Rate
Year
(April I)
2014'*
2015"
2016**
20\7"
2018**
* Preliminary, subject to change.
"May be combined into up to three (3) term bonds. See "STRUCTURE" herein.
Any two to four consecutive maturities of the Bonds bearing interest at the same
rate may be combined into up to three (3) term bonds with mandatory sinking fund
installments equal to the amounts and years specified in the Official Notice of Sale
combined to form a term bond,
The principal installments for the Bonds indicated on the previous page shall be
applied for the mandatory retirement of Term Bonds maturing in the years and amounts
and bearing interest as follows:
$
$
Term Bonds maturing on April I, _at _% per annum to yield
% per annum
Term Bonds maturing on April I,
at___% per annum to yield _'Yo per annum
$ Term Bonds maturing on April I, __at u_% per annum to yield _% per annum
$ _ ____ Term Bonds maturing on April I, __at
% per annum to yield _% per annum
Afonroe COUllty, Florida lnfrastrudure Sales Surtax Revenue Btmth, Series 2007. Offidal Notice of Sale
Page 16
GOOD FAITH DEPOSIT
In accordance with the attached Official Notice of Sale, we are the authorized
principal of a Financial Surety Bond in the amount of Three Hundred Ten Thousand and
No/lOO Dollars ($310,000.00) with respect to this bid as described in the attached
Official Notice ofSaJe.
MISCELLANEOUS
This proposal is not subject to any conditions not expressly stated herein or in the
attached Official Notice of Sale. Receipt and review of the Preliminary Official
Statement relating to the Bonds is hereby acknowledged. The names of the underwriters
or member of the account or joint bidding account, if any, who are associated for the
purpose of this Proposal are listed either below or on a separate sheet attached hereto.
TRUTH IN BONDING STATEMENT
Prior to an award, the successful bidder must complete, sign and deliver with this
Official Confirmation of Bid Form the Truth in Bonding Statement which is attached to
the Official Notice of Sale as Exhibit A. The County reserves the right to assist the
bidder in correcting any inconsistencies or inaccuracies set forth in such Truth in
Bonding Statement. The County may waive any inconsistencies or inaccuracies relating
to such Statements and any such waived inconsistencies or inaccuracies shall not
adversely affect the bid.
Furthermore, pursuant to Section 218.386, Florida Statutes, the names, addresses
and estimated amounts of compensation of any person who has entered into an
understanding with the underwriters or, to the managing underwriter's knowledge, the
County, or both, for any paid or promised compensation or valuable consideration,
directly or indirectly, expressly or implied, to act solely as an intermediary between the
County and managing underwriter or who exercises or attempts to exercise any influence
to effect any transaction in the purchase of the Bonds are set forth below in the space
provided. If no information is provided below, the County shall presume no
compensation was or will be paid.
Jfollroe County, Florida Infra~trudure SaJe.5 Surtax Revenue Bonds, Serie... 2007 _ Officialll,iotice 0/ Sale
Page 17
Senior Manager:
Address
Authorized Signature:
City
State
Zip Code
Printed Name:
Telephone Number
Facsimile Number
.lJonroe County, Florida Infrastructure Sale.f Surtax Revenue Bonds, Series 2007 - Official Notice of Sale
Page 18
EXHIBIT C
FORM OF PRELIMINARY OFFICIAL STATEMENT
PRELIMINARY OFFICIAL STATEMENT DATED
,2007
NEW ISSUE - BOOK ENTRY ONLY
In the opinion of Nabors, Giblin & Nickerson, PA., Tampa, Florida, Bond Counsel, interest on the Series
2007 Bonds (as hereinafter defined) is. under existing statutes, regulations, rulings and court decisions: (a)
excludable from gross income for federal income tax purposes except as otherwise described herein under the caption
"TAX EXEMPTION" and (b) not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations. Such interest. lwwever, will be includable in the calculation of a
corporation's alternative minimum taxable income and may be subject to other federal income tax consequences
described herein under the caption "TAX EXEMPTION." Also, see "TAX EXEMPTION" herein for a discussion
of Bond Counsel's opinion, including a discussion of the corporate alternative minimum tax.
$30,640,000'
MONROE COUNTY, FLORIDA
Infrastructure Sales Surtax Revenue Bonds,
Series 2007
Dated: Date of Delivery
Due: April 1 in each year
as shown on the inside cover
Monroe County, Florida (the "County") is issuing its Infrastructure Sales Surtax Revenue Bonds,
Series 2007 (the "Series 2007 Bonds") as fully registered bonds, which initially will be registered in the
name of Cede & Co., as nominee of The DepositOlY Trust Company CDTC"). Individual purchases will
be made in book entry form only in denominations of $5,000 and any integral multiple thereof.
Purchasers of the Series 2007 Bonds (the "Beneficial Owners") will not receive physical delivery of the
Series 2007 Bonds, Transfer of ownership in the Series 2007 Bonds will be effected by DTC's book-entry
system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC principal
and interest payments will be made directly to such registered owner which will in turn remit such
payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners.
Interest on the Series 2007 Bonds is payable semi-annually on April 1 and October 1 of each year
commencing April 1, 2008. Principal of the Series 2007 Bonds is payable, when due, to the registered
owners upon presentation and surrender at the designated corporate office of U.S. Bank National
Association, Fort Lauderdale, Florida. All payments of principal of and interest on the Series 2007 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.
On parity with the County's Outstanding Infrastructure Sales Surtax Revenue Bonds, Series 2003
(the "Series 2003 Bonds"), which are currently outstanding in the ptincipal amount of $16,830,000, the
payment of the principal of, redemption premium, if any, and interest on the Series 2007 Bonds shall be
secured forthwith equally and ratably by a pledge of and lien upon (i) all amounts received by the
County from the Discretionary Sales Surtax Clearing Trust Fund referred to in Section 212,054(4)(B),
Florida Statutes, induding but not limited to, the proceeds of the one cent local government
infrastructure sales surtax levied pursuant to Section 212.055(2), Florida Statutes, and the proceeds of the
tax levied pursuant to Section 202.19(5), Florida Statutes (the "Infrastructure Sales Surtax Revenues") and
(ii) until applied in accordance with the provisions of Resolution No. 077-2003 adopted by the Board on
{25009/00 1100 196637 .DOCv:3}
February 19, 2003, as amended and supplemented by Resolution No. _-2007 adopted by the Board on
. 2007 (collectively, the "Resolution"), all moneys, including investments thereof, in certain
funds and accounts established pursuant to the Resolution (collectively, the "Pledged Funds").
The Series 2007 Bonds are being issued to provide funds to (i) acquire, construct and equip
vatious capital improvements as more fully deso.ibed herein, and (0) pay costs assodated with the
issuance of the Series 2007 Bonds, induding the municipal bond insurance policy premium and the
reserve account insurance policy premiUln.
THE SERIES 2007 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, WITH AND TO THE EXTENT SET FORTH IN THE RESOLUTION. NO HOLDER
OF ANY SERIES 2007 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY
AD VALOREM TAXING POWER OR THE USE OF AD VALOREM TAX REVENUES TO PAY SUCH
SERIES 2007 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2007 BOND FROM ANY
MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED IN
THE RESOLUTION.
The Series 2007 Bonds are not subject to optional redemption prior to maturity. Certain of the
Series 2007 Bonds may be subject to mandatory redemption as provided herein.
Payment of prindpal of and interest on the Selies 2007 Bonds when due will be insured by a
munidpal bond insurance policy to be issued by (the "Insurer")
simultaneously with the delivery of the Series 2007 Bonds.
[INSERT LOGO]
-- --.- ..- ..- -- -- ..------- ----
This cover page contains certain information for quick reference only. It is not, and is not
intended to be, a summaty of this issue. Investors must read the entire Offidal Statement to obtain
information essential to making an informed investnlent decision.
The Series 2007 Bonds are offered when, as and if issued, subject to the approving legal opinion of Nabors,
Giblin & Nickerson, PA., Tampa, Florida, Bond Counsel. Certain legal matters will be passed upon for the County
by Suzanne A. Hullon, Esq., Coltl,ty Attorney, and Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel.
Public Financial Management, Inc., Fort Myers, Florida is Financial Advisor to the County in regard to the
{2GOOB/OO IIO0196Ga7.D(leV3}
issuance of tile Series 2007 Bonds. Tile Series 2007 Bonds in definitive form are expected to be available for delivery
in New York, New York through the facilities ofDTe on or about December 14, 2007.
Electronic bids for the Series 2007 Bonds will be received as described in the Official Notice of
Sale.
Dated:
,2007
'Preliminary, subject to change
{2500HIOO 1/00 196();17 .DOCv3}
$30,640,000'
MONROE COUNTY, FLORIDA
Infrastructure Sales Surtax Revenue Bonds,
Series 2007
AMOUNTS, MATURITIES, INTEREST RATES,
YIELDS AND INITIAL CUSIP NUMBERS
$
, Serial Bonds
Amount'
Maturity
(April 1)
Interest
Rate
Yield
Initial
Cusip
Number
$2,615,000
2,700,000
2,795,000
2,890,000
2,990,000
3,095,000
3,205,000
3,325,000
3,445,000
3,580,000
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
,
Preliminary, subject to change
Bidder may designate these maturities to be pari of up to 3 Term Bonds rather than Serial Bonds
as described more particularly in the Official Notice of Sale under the caption "STRUCTURE."
"
{2G009/00 1100 196637 .LJOCva}
RED HERRING LANGUAGE:
This Preliminary Offidal Statement and the information contained herein are subject to completion or
amendment. Under no cirCUlTIstances shall this Prelinlinary Official Statelnent constitute an offer to sell
or a solicitation of an offer to buy, nor shall there be any sale of the Series 2007 Bonds in any jurisdiction
in which such offer, solidtation or sale would be unlawful prior to registration, qualification or
exemption under the securities laws of such jurisdiction. The County has deemed this PreliminalY
Offidal Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-
12 promulgated by the Securities and Exchange Commission.
{25009/O0 1/00 1966.37 .Dueva}
MONROE COUNTY, FLORIDA
The Historic Gato Cigar FactOlY
1100 Simonton Street
Key West, Florida 33040
MEMBERS OF THE BOARD OF COUNTY COMMISSIONERS
[Mario Di Gennaro, Mayor]
[Dixie Spehar, Mayor Pro-Tem]
Charles "Sonny" McCoy
George Nugent
Sylvia Murphy
CLERK OF THE CIRCUIT COURT OF MONROE COUNTY, FLORIDA
AND EX OFFICIO CLERK OF THE BOARD OF COUNTY COMMISSIONERS
Danny L. Kolhage
COUNTY ADMINISTRATOR
Thomas). Willi
COUNTY ATTORNEY
Suzanne A. Hutton, Esq.
BUDGET MANAGER
Tina Boan
BOND COUNSEL
Nabors, Giblin & Nickerson, P.A.
Tampa, Florida
FINANCIAL ADVISOR
Public Finandal Management, Inc.
Fort Myers, Florida
DISCLOSURE COUNSEL
Bryant Miller Olive P.A.
Tampa, Florida
{250GB/DO 1/00 19GGa7 .D()Cv:3}
No dealer, broker, salesman or other person has been authorized by the County to give any
infornlation or to Blake any representations in connection with the Series 2007 Bonds other than as
contained in this Official Statenlent, and, if given Of Inade, 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 2007 Bonds by
any person in any jurisdiction in which it is unlawful for such person to lllake such offer, solidtation or
sale. The information set forth herein has been obtained from the County, The Depository Trust
Company, the Insurer, and other sources which are believed to be reliable, but is not guaranteed as to
accuracy or completeness, and is not to be construed as a representation by the County with respect to
any information provided by others. The underwriters listed on the cover page hereof (the
"Underwriters") have reviewed the information in this Offidal 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 Offidal 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, THE UNDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES
2007 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 2007 Bonds are qualified in their
entirety by reference to the form thereof induded in the aforesaid documents and agreements.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2007 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 2007 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 MA Y BE A CRIMINAL OFFENSE.
THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A CONTRACT BETWEEN THE
COUNTY OR THE UNDERWRITERS AND ANY ONE OR MORE OF THE OWNERS OF THE SERIES
2007 BONDS.
{2500HIOO 1100 1966:37. DOCv8}
TABLE OF CONTENTS
Contents
Page
INTRODUCTION .................................................................................................................................................. .....1
General........................ ...................................................................................................................................1
Monroe County .............................................................................................................................................1
Authority for and Purpose of Issuance .....................................................................................................2
Security for the Bonds................. ...... .................. ............ .............................................................................2
Municipal Bond Insurance ..........................................................................................................................2
Description of the Series 2007 Bonds .........................................................................................................2
Tax Exemption ..............................................................................................................................................3
Continuing Disclosure .................................................................................................................................3
Other Information ........................................................................................................................................3
AUTHORITY FOR AND PURPOSE OF ISSUANCE.............................................................................................3
DESCRIPTION OF THE SERIES 2007 BONDS.......................................................................................................4
General...........................................................................................................................................................4
Book-Entry Only System .............................................................................................................................4
No Optional Redemption ............................................................................................................................6
Mandatory Redemption ..............................................................................................................................7
Selection of Series 2007 Bonds to be Redeemed .......................................................................................7
Notice of Redemption ..................................................................................................................................7
Interchangeability, Negotiability and Transfer ........................................................................................8
Bonds Mutilated, Destroyed, Stolen or Lost.............................................................................................9
SECURITY FOR THE BONDS ..................................................................................................................................9
Ceneral...........................................................................................................................................................9
Other Obligations Payable From Infrastrodure Sales Surtax Revenues ............................................HJ
Funds and Accounts ..................................................................................................................................11
Construction Fund............ .................. .................................... ........ .......................................................... .12
Reserve A ccoun t .......... ................................................................ ............................... ............................... .12
Disposition of Infrashucture Sales Surtax Revenues ............................................................................13
Additional Bonds........................................................................................................................................15
Subordinated Indebtedness ......................................................................................................................17
Accession of Subordinated Indebtedness To Parity Status with the Bonds .......................................17
Books and Records .....................................................................................................................................17
Receipt of Infrastructure Sales Surtax Revenues....................................................................................17
No Impairment; Limitation on Maturity of Bonds ................................................................................18
In vestments........ .........................................................................................................................................1 8
Separate Accounts...................................................................................................................... ............... .18
Amendment of Resolution without Consent of Bondholders;
Control by Credit Facility Provider in Case of Event of Default ......................................................19
INFRASTRUCTURE SALES SURTAX REVENUES ............................................................................................19
General........................ ................................................................................................................................ .19
Loea I Actions and Linli tations ..... '..... ,................................. '..... '..................... '..... '......................... _,...... .21
Di stri buti on .............. .......................................................................................................... ........................ .22
His lorical Dis!ri bu lion F aclors ................................................................................ .................... ............ .24
His lorical Colledions................................................................................................ ...................... ...........25
MUNICIPAL BOND INSURANCE .......................................................................................................................26
{25009/001/00196637.I)OCv3 }
RESERVE ACCOUNT INSURANCE POLICIES..................................................................................................26
ESTIMATED SOURCES AND USES OF FUNDS ................................................................................................2R
DEBT SERVICE SCHEDULE ..................................................................................................................................29
INVESTMENT POLICY ........................................ ...................................................................................................30
LEGAL MA TTERS....................................................................................................................................................32
LITIGATION .............................................................................................................................................................33
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULA TlONS ...........................................................33
T AX EXEMPTION ................ ....................................................................................................................................33
Opinion of Bond Counsel..........................................................................................................................33
Internal Revenue Code of 1986 .................................................................................................................34
Collateral Tax Consequences....................................................................................................................34
Other Tax Matters.......................................... ........................................................ .....................................34
Tax Treatment of Original Issue Discount ..............................................................................................35
Tax Treatment of Bond Premium.............................................................................................................35
RATINGS ...................................................................................................................................................................35
FINANCIAL ADVISOR ...........................................................................................................................................36
INDEPENDENT ACCOUNTANTS .......................................................................................................................36
UNDERWRITING ....................................................................................................................................................36
CONTINGENT FEES ...............................................................................................................................................37
ENFORCEABILITY OF REMEDIES .......................................................................................................................37
CONTINUING DISCLOSURE ................................... ...................................................................... .......................37
ACCURACY AND COMPLETENESS OF OFFICIAL ST A TEMENT................................................................38
AUTHORIZATION OF OFFICIAL STATEMENT ...............................................................................................39
APPENDIX A: General Information Concerning the County
APPENDIX B: General Purpose Audited Finandal Statements of the County
APPENDIX C: Composite of the Resolution
APPENDIX D: Specimen Bond Insurance Policy
APPENDIX E: Form of Bond Counsel Opinion
APPENDIX F: Form of Continuing Disdosure Certificate
12S009/001/00196637.DOCv3}
ii
OFFICIAL STATEMENT
relating to
$30,640,000'
MONROE COUNTY, FLORIDA
Infrastructure Sales Surtax Revenue Bonds,
Series 2007
INTRODUCTION
General
This Offidal Statement, including the cover page, inside cover page and the appendices hereto, is
furnished with respect to the sale of $ . aggregate principal amount of Infrasltucture Sales
Surtax Revenue Bonds, Series 2007 (the "Series 2007 Bonds") issued by Monroe County, Florida (the
"County").
This introduction is not, and is not intended to be, a summary of this Official Statement. It is only
a brief description of and guide to, and is qualified by, more complete and detailed information contained
in the entire Official Statement, including the cover page, inside cover page and appendices hereto, and
the documents summarized or described herein. A full review should be made of the entire Official
Statement. The offering of the Series 2007 Bonds is made only by means of this Official Statement and is
subject in all respects to the information contained herein. For a complete description of the terms and
conditions of the Series 2007 Bonds, reference is made to "APPENDIX C-Composite of the Resolution"
attached hereto.
Unless otherwise indicated, capitalized terms used in this Offidal Statement shall have the same
meaning established in "APPENDIX C-Composite of the Resolution" attached hereto.
Monroe County
Monroe County, Florida, was constitutionally formed in 1823. It is comprised primarily of the
Florida Keys, which are a string of coral islands extending in a southwesterly arc from Biscayne Bay to
the Dry Tortugas. The Florida Keys separate the Atlantic Ocean on the south and the east from the Gulf
of Mexico on the north and west, and extend approximately 100 miles south from the United States
mainland. The County seat, the City of Key West, located on the southernmost of the Florida Keys, lies
98 miles north of Cuba, approximately 160 miles southwest of Miami and 66 nautical miles north of the
Tropic of Cancer. According to the United States Census, in 2000, the County's IX'pulation was 79,589.
The estimated 2006 population of the County was 80,510 according to the University of Florida Bureau of
Economic and Business Research. Within the County, there are five municipalities: the Cities of Key
West, Layton, Marathon and Key Colony Beach and the Villages of Islamorada. See "APPENDIX A-
General Information Concerning the County" attached hereto.
. PreliminalY, subject to change.
{2G009/00 1/00 In6G~H .1)OCv:1}
Authority for and Purpose of Issuance
The Series 2007 Bonds are being issued under the authority of and in full compliance with
Chapter 125, Florida Statutes, Chapter 212, Florida Statutes, the Monroe County Code, Ordinance No.
013-1989 enacted by the Board of County Commissioners of the County (the "Board") on May 23, 1989
and Ordinance No. 01-2000 enacted by the Board on January 19, 2000, as each Ordinance may be
amended and supplemented (collectively, the "Infrastructure Sales Surtax Ordinance"), and other
applicable provisions of law (collectively, the "Act"), and pursuant to Resolution No. 077-2003 adopted by
the Board on February 19, 2003, as amended and supplemented by Resolution No. _-2007 adopted by
the Board on .2007 (collectively, the "Resolution").
The Series 2007 Bonds are being issued to provide funds to (i) acquire, construct and equip
various capital improvements as more fully described herein, and (ii) pay costs associated with the
issuance of the Series 2007 Bonds, induding the municipal bond insurance premium and the reserve
account insurance policy premium.
Security for the Bonds
On parity with the County's Outstanding Infrastructure Sales Surtax Revenue Bonds, Series 2003
(the "Series 2003 Bonds") which are currently outstanding in the principal amount of $16,830,000, The
payment of the principal of, redemption premium, if any, and interest on the Series 2007 Bonds shall be
secured forthwith equally and ratably by a pledge of and lien upon (i) all amounts received by the
County from the Discretionary Sales Surtax Clearing Trust Fund referred to in Section 212.054(4)(B),
Florida Statutes, induding but not limited to, the proceeds of the one cent local government
infrastructure sales surtax levied pursuant to Section 212.055(2), Florida Statutes, and the proceeds of the
tax levied pursuant to Section 202.19(5), Florida Statutes (the "Infrastructure Sales Surtax Revenues"), and
(ii) until applied in accordance with the provisions of the Resolution, all moneys, induding investments
thereof, in certain funds and accounts established pursuant to the Resolution (collectively, the "Pledged
Funds").
Municipal Bond Insurance
The scheduled payments of principal and interest on the Series 2007 Bonds when due will be
insured by a municipal bond insurance policy to be issued by (the
"Insurer") simultaneously with the delivery of the Series 2007 Bonds. See "APPENDIX 0 -- Specimen
Bond Insurance Policy" attached hereto.
Description of the Series 2007 Bonds
Denominations. The Series 2007 Ronds will be issued in denominations of $5,000 or any integral
multiple thereof.
Redemption. The Series 2007 Bonds are not subject to optional redemption prior to maturi ty.
Certain of the Series 2007 Bonds may be subject to mandatory redemption prior to their stated dates of
maturity as described herein.
Re!:istration and Transfers. Transfer of ownership in the Series 2007 Bonds will be effected by
The Depository Trust Company CDTC") book-entIy system as described herein. As long as Cede & Co. is
{25009/001/001966J7.D{)Cv3}
2
the registered owner as nominee of DTe, principal and interest payments will be made directly to such
registered owner which will in turn remit such payments to the Participants (as hereinafter defined) for
subsequent disbursement to the Beneficial Owners (as hereinafter defined). Interest on the Series 2007
Bonds is payable semi-annually on April 1 and October 1 of each year commencing April 1, 2008.
Tax Exemption
The approving legal opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel, will include an
opinion to the effect that, under existing statutes, regulations, rulings and court decisions, assuming
continuing compliance by the County with certain covenants set forth in the Resolution and with the
Internal Revenue Code of 1986, as amended, interest on the Series 2007 Bonds is (a) excludable from gross
income for federal income tax purposes, and (b) not an item of tax preference for purposes of the
alternative minimum tax imposed on individuals and rorporations; however, interest on the Series 2007
Bonds is taken into acrount in determining adjusted current earnings for purposes of computing the
alternative minimum tax imposed on certain corporations. See 'TAX EXEMPTION" herein.
Continuing Disclosure
The County has agreed and undertaken, for the benefit of Series 2007 Bondholders, to provide
certain financial information and operating data relating to the County, the Pledged Funds and the Series
2007 Bonds pursuant to Rule 15c2-12 of the SecUlities and Exchange Commission. See "CONTINUING
DISCLOSURE" herein.
Other Information
This Official Statement speaks only as of its date, and the information contained herein is subject
to change.
Copies of the Resolution and other documents and information are available, upon request and
upon payment to the County of a charge for copying, mailing and handling, from the County
Administrator, The Historic Gato Cigar Factory, 1100 Simonton Street, Key West, Florida 33040.
For a complete description of the terms and ronditions of the Series 2007 Bonds, reference is
made to the Resolution, a composite of which is induded in "APPENDIX C - Composite of the
Resolution" attached hereto. The desaiption of the Resolution, the Series 2007 Bonds and information
from reports contained herein do not purport to be romprehensive or definitive.
AUTHORITY FOR AND PURPOSE OF ISSUANCE
The Series 2007 Bonds are being issued under the authority of and in full rompliance with the
Act, and under and pursuant to the terms and provisions of the Resolution.
The Series 2007 Bonds are being issued to provide funds to (i) acquire, construct and equip
and/or renovate various capital improvements, including without limitation, all or a portion of the
following: acquisition, construction and equipping of a new fire station/EMS facility on Stock Island;
acquisition, construction and equipping of a new fire station on Big Pine Key; acquisition, construction
and equipping of a new fire station on Conch Key; acquisition, construction and equipping of a public
{2S009/00l/00196637.DOCv3}
3
works compound at Rockland; renovations at the courthouse; acquisition of fire/EMS vehicles; capital
improvements at Big Pine Park; and pursuant to the terms of the Resolution, the County will deposit a
sufficient amount of the proceeds of the Series 2007 Bonds to the 2007 Project Account in order to satisfy
all of its remaining reimbursement obligations under the hereinafter defined KLWTD Interlocal
Agreement (collectively, the "2007 Project"), and (ii) pay costs associated with the issuance of the Series
2007 Bonds, including the lTIunicipal bond insurance premiunl and the reserve account insurance policy
premium.
DESCRIPTION OF THE SERIES 2007 BONDS
General
The Series 2007 Bonds shall be dated the date of their delivery, shall be numbered consecutively
from R-1 upward, and shall be issued in the denominations of $5,000 or integral multiples thereof. The
Series 2007 Bonds will mature on the dates and will bear interest at the rates set forth on the inside cover
page of this Official Statement.
Interest on the Series 2007 Bonds shall be payable semi-annually on April 1 and October 1 in each
year commencing April 1, 2008 and is payable by check or draft of U.S. Bank National Association, Fort
Lauderdale, florida, as initial registrar and paying agent (the "Registrar" and the "Paying Agent"), made
payable to and mailed to the registered owners, as shown on the Bond registration books at the close of
business on the fifteenth day (whether or not a business day) of the calendar month next preceding each
Interest Date or, at the request of a holder of Series 2007 Bonds, by bank wire transfer to the account of
such registered holder. Principal of the Series 2007 Bonds is payable, when due, to the registered owners
upon presentation, when due, at the designated corporate trust office of the Paying Agent. While in
buok-entry only form, such payments will be made only to Cede & Cu. as desnibed below.
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,
BUT THE COUNTY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF.
DTC will act as securities depository for the Series 2007 Bonds. The Series 2007 Bonds will be
registered in the name of Cede & Co. (DTC's partnership nominee). Purchases of beneficial ownership
interests in the Series 2007 Bonds will be made in book-entry only form, in the denominations
hereinbefore desnibed. Purchasers of beneficial ownership interests in the Series 2007 Bonds ("Beneficial
Owners") will not receive bond certificates representing their ownership interests in the Series 2007
Bonds, except in the event that use of the book-entry only system for the Series 2007 Hands is
discontinued. One fully registered certificate will be issued for each maturity of the Series 2007 Bonds,
and deposited with DTC.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2007 BONDS AS
NOMINEE OF DTC, REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2007
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2007 BONDS SHALL MEAN CEDE &
CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2007 BONDS. THE
DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT
{25009/001jOOl96637 .DOCv 3}
4
TO IJENEFIClAL OWNERSHIP INTERESTS IN THE SERIES 2007 BONDS, PAYMENT OF INTEREST
AND PRINCIPAL ON THE SERIES 2007 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER
DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2007 BONDS, CONFIRMATION AND
TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2007 BONDS, AND OTHER
RELATED TRANSACTIONS BY AND BETWEEN DTe, THE DIRECT PARTICIPANTS AND
BENEFICIAL OWNERS OF THE SERIES 2007 BONDS IS BASED SOLELY ON INFORMATION
FURNISHED BY DTe. ACCORDINGLY, THE COUNTY NEITHER MAKES NOR CAN MAKE ANY
REPRESENTATIONS CONCERNING THESE MA TIERS.
DTe, the world's largest depository, IS a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17 A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2 million issues
of U.S. and non-U.s. equity issues, corporate and municipal debt issues, and money market instruments
from over lOll countries that DTC's participants (the "Direct Participants") deposit with DTe. DTC also
facilitates the post-trade settlement among Direct Participants of 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 and Clearing Corporation CDTCC"). DTCe, in turn is owned by a number of Direct Participants of
DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation,
and Emerging Markets Clearing Corporation, as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC and the National Assodation of Securities Dealers, Inc. Access to the DTC
system is also available to others such as both U.S. and non-U.s. securities brokers, dealers, banks, trust
companies and clearing corporations that dear through or Inaintain a L'Ustodial relationship with a Direct
Participant, either directly or indirectly (the "Indirect Participants"). DTC has Standard & Poor's Ratings
Selvices highest rating: AAA. The DTC rules applicable to DTC and its Direct and Indirect Partidpants
are on file with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com and www.dtc.org.
Purchases of Series 2007 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for such Series 2007 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2007 Bond (the ''Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confinnation 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 2007 Bonds are to be accomplished by entries made on the
books of Direct and Indirect Partidpants acting on behalf of the Benefidal Owners. Beneficial Owners
will not receive certificates representing their benefidal interests in the Series 2007 Bonds, except in the
event that use of the book-entry system for the Selies 2007 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2007 Bonds deposited by Direct Participants with
DTC arc registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be
requested by an authorized representative of DTe. The deposit of Series 2007 Bonds with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial
(25009/00l/00191i637.DOCv3}
5
ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2007 Bonds. DTC's
records reflect only the identity of the Direct Participants to whose acrounts such Series 2007 Bonds arc
credited, which mayor may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping an account of their holdings on behalf of their custo1l1ers.
Conveyance of notices and other colluTIunications 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 made among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Redemption notices will be sent to DTC. If less than
all of a matUlity of the Series 2007 Bonds are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such bonds, as the case may be, to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will ronsent or vote with respect to
the Series 2007 Bonds unless authorized by a Direct Participant in acrordance with DTC's 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 ronsenting or voting rights to those Direct
Participants to whose acrounts the Series 2007 Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal and interest payments on the Series 2007 Bonds will be made to DTC. DTC's practice is
to credit Direct Participants' accounts, upon DTCls receipt of funds and cOlTesponding detail information
from the County or the Registrar on the payable date in accordance with their respective holdings shown
on DTC's rerords. Payments by Direct or Indirect Participants to Beneficiat Owners will be governed by
standing instructions and customary practices, as is the case with securities held for the acrounts of
custolllers in bearer fonn or with securities held for the accounts of custOlllcrs in bearer form or
registered in "street nanle," and will be the responsibility of such Direct or Indirect Participants and not of
DTC the Registrar ur the County, subject to any statutory and regulatory requirements as may be in
effect from time to time. Payment of principal and interest to DTC is the responsibility of the County
and/or the Paying Agent for the Series 2007 Bonds. Disbursement of such payments to Direct Participants
is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of the Direct and Indirect Participants.
DTC may disrontinue providing its services as securities depository with respect to the Series
2007 Bonds at any time by giving reasonable notice to the County. Under such circumstances, in the
event that a successor securities depository is not obtained, certificates are required to be printed and
delivered.
The County may decide to disrontinue use of the system of book-enhy transfers through DTC (or
a successor securities depository). In that event, certificates will be printed and delivered.
No Optional Redemption
The Series 2007 Bonds are not subject to optional redemption prior to maturity.
{2S009jOOlj00196637. DOCv3)
6
Mandatory Redemption
The Series 2007 Bonds maturing on April 1, ~ are subject to mandatory sinking fund
redemption, prior to maturity in part, by lot on Aptil 1, _ and on each April 1 thereafter, at a
redemption price equal to the principal amount of such Series 2007 Bonds or portions thereof to be
redeemed, plus interest accrued thereon to the date of redemption, on April 1 in the following years and
in the following amounts:
Year
Amount
*Maturity.
Selection of Series 2007 Bonds to be Redeemed
The Series 2007 Bonds shall be redeemed only in the principal amount of $5,lJOO each and integral
multiples thereof. The County shall, at least forty-five (45) days prior to the redemption date (unless a
shorter time period is satisfactory to the Registrar, but in no event less than thirty-five (35) days) notify
the Registrar of such redemption date and of the principal amount of Series 2007 Bonds to be redeemed.
For purposes of any redemption of less than all of the Outstanding Series 2007 Bonds of a single maturity,
the particular Series 2007 Bonds or portions of Series 2lJ07 Bonds to be redeemed shall be selected not
more than forty-five (45) days and not less than thirty-five (35) days prior to the redemption date by the
Registrar from the Outstanding Series 2007 Bonds of the maturity or maturities designated by the County
or by such method as the Registrar shall deem fair and appropriate and which may provide for the
selection for redemption of Series 2007 Bonds or portions of Series 2lJ07 Bonds in principal amounts of
$5,00lJ and integral multiples thereof.
If less than all of the Outstanding Series 2007 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 Series 2007 Bonds) in writing of the Series 2007 Bonds or portions of Series 2007 Bonds selected for
redemption and, in the case of any Series 2007 Bond selected for partial redemption, the principal amount
thereof to be redeemed.
Notice of Redemption
Notice of redemption, which shall specify the Series 2007 Bond or Series 2lJ07 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, and (B) shall be mailed first class, postage
prepaid, at least thirty (30) days prior to the redemption date to all Holders of Series 2007 Bonds to be
redeemed at Itheir addresses as they appear on the registration books kept by the Registrar as of the date
of mailing of such notice. Failure to mail notice to the Holders of the Series 2007 Bonds to be redeemed,
or any defect therein, shall not affect the proceedings for redemption of Series 2007 Bonds as to which no
such failure or defect has occurred.
Eacll notice of redemption shall state: (1) the CUSIP numbers of all Series 2007 Bonds being
redeemed, (2) the original issue date of such Series 2007 Bonds, (3) the maturity date and rate of interest
bome by each Series 2007 Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6)
{25009/001l00196637.DOCv3}
7
the date on which such notice is mailed, (7) if less than all Outstanding Series 2007 Bonds are to be
redeemed, the certificate number (and, in the case of a partial redemption of any Series 2007 Bond, the
principal amount) of each Series 2007 Bond to be redeemed, (8) that on such redemption date there shall
become due and payable upon each Series 2007 Bond to be redeemed the Redemption Price thereof, or
the Redemption Price of the specified portions of the principal thereof in the case of Series 2007 Bonds to
be redeemed in part only, together with interest accrued thereon to the redemption date, and that from
and after such date interest thereon shall cease to accrue and be payable, (9) that the Series 2007 Bonds to
be redeemed, whether as a whole or in part, are to be surrendered for payment of the Redemption Price
at the designated office of the Paying Agent at an address specified, and (10) unless sufficient funds have
been set aside by the County for such purpose prior to the mailing of the notice of redemption, that such
redemption is conditioned upon the deposit of sufficient funds for such purpose on or prior to the date
set for redemption; and provided, further, that such notice and the redemption set forth therein may be
subject to the satisfaction of one or more additional conditions set forth therein.
Interchangeability, Negotiability and Transfer
So long as the Series 2007 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to transfer and exchange of Series 2007 Bonds do not apply to the Series 2007 Bonds.
Series 2007 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 attomey duly
authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate
principal amount of registered Series 2007 Bonds of the same maturity of any other authorized
denominations.
The Series 2007 Bonds issued under the Resolution shall be and have all the qualities and
incidents of negotiable instruments under the law merchant and the UnifOlID Commercial Code of the
State of Florida, subject to the provisions for registration and transfer contained in the Resolution and in
the Seties 2007 Bonds. So long as any of the Series 2007 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
2007 Bonds.
The transfer of any Series 2007 Bond shall be registered 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 registration or transfer of any such Series 2007 Bond, the
County shall issue, and cause to be authenticated, in the name of the transferee a new Series 2007 Bond or
Series 2007 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2007
Bond. The County, the Registrar and any Paying Agent or fiduciary of the County may deem and treat
the Person in whose name any Outstanding Series 2007 Bond shall be registered upon the books of the
County as the absolute owner of such Series 2007 Bond, whether such Series 2007 Bond shall be overdue
or not, for the purpose of receiving payment of, or on account of, the principal and interest on such Series
2007 Bond and for all other purposes, and all such payments so tnadc to any such Holder or upon his
order shall be valid and effectual to satisfy and discharge the liability upon such Series 2007 Bond to the
extent of the sunl or SUlllS so paid and neither the County nor the Registrar nor any Paying Agent nor
other fiduciaty of the County shall be affected by any notice to the contrary.
{25009jOOl/00196637.DOCv3}
8
In all cases in which the privilege of exchanging Series 2007 Bonds or the transfer of Series 2007
Bonds shall be registered, the County will execute and the Registrar shall authenticate and deliver such
Series 2007 Bonds in accordance with the provisions of the Resolution. Execution of Series 2007 Bonds by
the Mayor and Clerk for purposes of exchanging, replacing or registering the transfer of Series 2007
Bonds may occur at the time of the original delivery of the Series 2007 Bonds. All Series 2007 Bonds
surrendered in any such exchanges or registration of transfer will be held by the Registrar for safekeeping
until directed by the County to be cancelled by the Registrar. For every such exchange or registration of
transfer, 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 registration of
transfer. The County and the Registrar shall not be obligated to make any such exchange or transfer of
the Series 2007 Bonds during the period commencing on the fifteenth day of the month immediately
preceding an Interest Date on the Series 2007 Bonds and ending on such Interest Date, or in the case of
any proposed redemption of the Series 2007 Bonds, then, for the Series 2007 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.
Bonds Mutilated, Destroyed, Stolen or Lost
So long as the Series 2007 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relerting to mutilated, destroyed, stolen or lost Series 2007 Bonds do not apply to the Series 2007 Bonds.
In case any Selies 2007 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 2007 Bond of
like tenor as the Series 2007 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for
such mutilated Series 2007 Bond upon surrender and cancellation of such mutilated Series 2007 Bond or
in heu of and substitution for the Series 2007 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 wlith 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 2007 Bonds so
surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the Series 2007 Bonds
shall have matured or be about to mature, instead of issuing a substitute Series 2007 Bond, the County
may pay the same or cause the Series 2007 Bond to be paid, upon being indemnified as aforesaid, and if
such Series 2007 Bonds be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Series 2007 Bonds issued pursuant to the Resolution shall constitute original
contractual obligations on the part of the County whether or not the lost, stolen or destroyed Series 2007
Bond be at any time found by anyone, and such duplicate Series 2007 Bond shall be entitled to equal and
proportionate benefits and rights provided under the Resolution to the same extent as all other Selies
2007 Bonds issued hereunder.
SECURITY FOR THE BONDS
General
On a parity with the Series 2003 Bonds, the payment of the principal of, redemption premium, if
any, and interest on the Series 2007 Bonds shall be secured forthwith equally and ratably by a pledge of
and lien upon (i) the Infrastructure Sales Surtax Revenues, and (ii) until applied in accordance with the
{25009jOOl /00196637.DOCv3}
9
provIsIons of the Resolution, all moneys, including investments thereof, in funds and accounts
established pursuant to the Resolution except (A) for the Unrestricted Revenue Account and the Rebate
Fund (as such funds are established pursuant to the Resolution), and (B) any moneys set aside in a
particular subaccount of the Reserve Account if such moneys shall be pledged solely for the payments of
a different Series of Bonds for which it was established in accordance with the provisions of the
Resolution (collectively, the "Pledged Funds"). In addition, the County has irrevocably pledged and
granted a lien upon the Pledged Funds to the payment of any amounts owing to the Insurer in
accordance with the provisions of the Resolution; provided, however, such pledge and lien shall be junior
and subordinate in all respects to the pledge and lien upon such Pledged Funds granted by the
Resolution to the Bondholders.
THE SERIES 2007 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, WITH AND TO THE EXTENT SET FORTH IN THE RESOLUTION. NO
HOLDER OF ANY SERIES 2007 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE
EXERCISE OF ANY AD VALOREM TAXING POWER OR THE USE OF AD VALOREM TAX
REVENUES TO PAY SUCH SERIES 2007 BOND, OR BE ENTITLED TO PAYMENT OF SUCH
SERIES 200?' BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED
FUNDS IN THE MANNER PROVIDED IN THE RESOLUTION.
Other Obligations Payable From Infrastructure Sales Surtax Revenues
The Florida Legislature has identified the Florida Keys as an area of critical state concern and in
need of adequate wastewater treatment to protect the environment and the health, safety and welfare of
the landowners and inhabitants of the Florida Keys within the County. Rule 28-20.110, Florida
Administrative Code (the "Rule") became effective on September 27, 2005 through the Department of
Community Affairs rulemaking process, The Rule is a comprehensive effort to replace septic tanks in the
Florida Keys with centralized wastewater systems, and the County has certain financial responsibilities in
this regard. In particular, pursuant to the Rule, the County is required to provide $40 million in
financing seOJred by Infrastructure Sales Surtax Revenues for wastewater facilities,
As of the date of the issuance of the Series 2007 Bonds and in order to comply with the
requirements of the Rule, the County has entered into two interlocal agreements with both the Florida
Keys Aqueduct Authority (the "FKAA") and The Key Largo Wastewater Treatment District (the
"KLWTD") which were intended to comply with the requirements of the Rule.
The County and the FKAA executed the Interlocal Agreement Monroe County and Florida Keys
Aqueduct Authority Wastewater Systems dated September 6,2005, as amended by the First Amendment
to Interlocal Agreement of Cooperation in Wastewater System Development dated September 19, 2007
(collectively, the "FKAA Interlocal Agreement"). Pursuant to the requirements of the FKAA Interlocal
Agreement, the County has a total financial obligation of $31,8 million, which includes $20 million of the
$40 million obligation set forth in the Rule plus $11.8 million which is in addition to financial obligations
set forth in the Rule, Previously, the County paid $11 million to the FKAA and is obligated to satisfy the
balance of $20.8 million from any legally available sources of the County.
{25009jOOlj00196637.DOCv3}
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The County and the KLWTD executed the First Amended and Restated Interlocal Agreement
dated July 20.2005 (the "KLWTD Interlocal Agreement"). Pursuant to the KLWTD Interlocal Agreement,
the County has a total reimbursement obligation of $20 million, which includes the $20 million balance of
the $40 million obligation set forth in the Rule. Under such Agreement, the County has agreed to issue
Infrastructure Sales Surtax Bonds, the proceeds of which will be used to make such reimbursements.
Previously, the County paid $9 million to the KL WTD and intends to fund the $11 million balance from
proceeds of the Series 2007 Bonds. These proceeds are to be used to make the remaining reimbursements
over time pursuant to the KLWTD Interlocal Agreement. It is unclear whether the County's
rei mbursement obligation under the KL WTD Interlocal Agreement rises to the level of having created a
lien on Infrastructure Sales Surtax Revenues, and if so, whether such lien would be prior to, on parity
with, or junior and subordinate to the lien created in favor of the holders of the Bonds. Pursuant to the
Resolution, the County has covenanted to use a suffident amount of the proceeds of the Series 2007
Bonds (i.e., an amount equal to the $11 million balance referred to above) as a source of funds to satisfy its
remaining rellmbursement obligations under the KLWTD lnterlocal Agreement. The County further
covenanted not to amend the Resolution in any manner which would result in there being an insuffident
amount of proceeds of the Selies 2007 Bonds on deposit in the 2007 Project Account to satisfy the
County's remaining reimbursement obligations under the KLWTD Interlocal Agreement. In the event the
County does not so utilize such proceeds, the County may be required to issue Additional Bonds
pursuant to the Resolution (or Subordinate Indebtedness pursuant to the Resolution) which are secured
by Infrastructure Sales Surtax Revenues to satisfy its obligations under the KLWTD Interlocal Agreement.
Upon payment of the $20.8 million balance to FKAA and the $11 million balance to KLWTD, the
County's obligations under the Rule, the FKAA Interlocal Agreement and KLWTD Interlocal Agreement
will be satisfied, It is unclear at this time when such payments will be made as timing depends upon
certain conditions which are required to be individually satisfied by FKAA and KLWTD.
Funds and A<:counls
The County covenanted and agreed in the Resolution to establish the following funds and
accounts to be known as the "Construction Fund," the "Revenue Fund," the "Debt Service Fund," and the
"Rebate Fund.," The County shall maintain in the Revenue Fund two accounts: the "Reshicted Revenue
Account" and the "Unrestricted Revenue Account." The County shall maintain in the Debt Service Fund
four accounts: the "Interest Account," the "Principal Account," the "Bond Amortization Account," and the
"Reserve Account." The County shall maintain in the Construction Fund an account for each Project.
Subject to the provision desclibed below and in the Resolution relating to restrictions in the Act regarding
the application of Infrastructure Sales Surtax Revenues, 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, anyone or more of the funds, accounts and subaccounts established by
the Resolution, Such depository or depositories shall perform at the direction of the County the duties of
the County in depositing, transferring and disbursing nloncys to and from each of such funds and
accounts as set forth in the Resolution and all records of such depository in performing such duties shall
be open at all reasonable times to inspection by the County and its agent and employees. Any such
depositOlY shall be a bank or trust company duly authorized to exercise corporate trust powers and
{25009/001j001966J7.DOCvJ}
11
subject to examination by federal or state authority, of good standing, and be qualified under applicable
State law as a depository.
Construction Fund
The County shall establish within the Construction Fund a separate account for each Project
(including the 2007 Project), the Costs of which are to be paid in whole or in part out of the Construction
Fund. The County covenants that the acquisition, construction and cquipping of each Project will be
completed wllthout delay and in accordance with sound engineering practices. The County shall only
make disbursements or payments from the applicable account of the Construction Fund to pay Costs of
the Project for which such account was established, except as provided below with respect to any surplus
proceeds in a particular account. The County shall keep records of such disbursements and payments
and shall retain all such records for six (6) years from the dates of such records.
Notwithstanding any of the other provisions of the Resolution, to the extent that other moneys
are not available therefor, amounts in an account of the Construction Fund shall be applied to the
payment of prindpal and interest on the Series of Bonds for which such account was established or to
reimburse a Credit Facility Provider for the payment of such prindpal and interest.
The date of completion of acquisition, construction and equipping of a Project shall be filed by
the Clerk with the County. Promptly after the date of the completion of a Project, and after paying or
making proVIsions for the payment of all unpaid items of the Costs of such Project, the County shall
deposit in the following order of priority any balance of moneys remaining in the Construction Fund in
(A) any other account established in the Construction Fund for which the Clerk certifies that there are
insufficient moneys to pay the Costs of the Project for which such account was established, (B) the
Reserve Account to the extent of any defidency therein and (C) such other fund or account established
under the Resolution as shall be determined by the County, provided the County has received an opinion
of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion, if any, of interest
on the Bonds (other than Taxable Bonds) from gross income for purposes of federal income taxation.
Reserve Account
Pursuant to the Resolution, upon delivery of the Series 2007 Bonds, the County shall deposit to
the Reserve Account a debt service reserve surety bond issued by
(the "2007 Reserve Account Insurance Policy"). The 2007
Reserve Account Insurance Policy is being deposited along with a debt service reserve surety bond
previously issued by [MBIA Insurance Corporation] simultaneously with the issuance of the Series 2003
Bonds (the "2003 Reserve Account Insurance Policy"). See "RESERVE ACCOUNT INSURANCE
POLICIES" herein. [See "MUNICIPAL BOND INSURANCE" herein for information about the
Insurer.] Thc' amount of such 2007 Reserve Account Insurance Policy is equal to $ which,
together with the amount of the 2003 Reserve Account Insurance Policy ($1,%5,600), equals the Reserve
Account Requirement. The Reserve Account may be used to secure Additional Bonds issued pursuant to
the Resolution. Alternatively, the County reserves the right to establish separate subaccounts for any
Series of Additional Bonds for the purpose of securing such Series only.h
{25009jOOl/00196637.DOCv3}
12
Disposition of Infrastructure Sales Surtax Revenues
(A) The County shall promptly deposit upon receipt from the State all of the Infrastructure
Sales Surtax Revenues into the Restricted Revenue Account. The moneys in the Restricted Revenue
Account shall be deposited or credited on or before the 25'h day of each month, commencing in the month
immediately following delivery of any of the Bonds to the purchasers thereof, or such later date as
provided in the Resolution, in the following manner and in the following order of priority:
(1) Interest Account. The County shall deposit or o'edit to the Interest Account the
sum which, together with the balance in said Account, shall equal the interest on all of the
Outstanding Bonds accrued and unpaid and to accrue to the end of the then current calendar
month (assuming that a year consists of twelve (12) equal calendar months of thirty (30) days
each). Moneys in the Interest Account shall be applied by the County for deposit with the Paying
Agenll to pay the interest on the Bonds on or prior to the date the same shall become due,
whether by maturity, redemption or otherwise. 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.
(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 the sum which, together with the balance in said Account,
shall equal the principal amount on the Outstanding Bonds due and unpaid and that portion of
the principal next due which would have accrued on such Bonds during the then current
calendar month if such principal amounts were deemed to accrue monthly (assuming that a year
consists of twelve (12) equal calendar months having thirty (30) days each) in equal amounts
from the next preceding principal payment due date, or, if there is no such preceding payment
due date from a date one year preceding the due date of such principal anlount. 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.
The County shall adjust the amount of the deposit to the Principal Account not later than the
month inmlediately 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. Conmlencing 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, together with the balance in said Account, shall equal
the Alllortization Installments of all Bonds Outstanding due and unpaid and that portion of the
Amortization Installment next due which would have accrued on said Bonds during the then
cutTent calendar month if sud, Alllortization Instalhnent were deelned to accrue daily (assuming
that a year consists of twelve (12) months of thirty (30) days each), in equal amounts from the
next preceding Amortization Installment due date, or if there is no such preceding Amortization
{25009/001/00196637.DOCv3}
13
Installment due date, from a date one year preceding the due date of such Amortization
Installment. Moneys in the Bond Amortization Account shall be used to purchase or redeem
Teml Bonds in the manner provided in the Resolution or in a Supplemental Resolution, and for
no other purpose. 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
Anlortization 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 the Resolution, Term Bonds of the Series and maturity
fur which such Alnortization Installment was eshlblished (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 AmOltization 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 be deposited to the Reserve Account an amount
which shall not be less than one twelfth (1112) of the amount which would enable the County to
restore the funds on deposit in the Reserve Account to an amount equal to the Reserve Account
Requilrement applicable thereto in one (1) year from the date of any deficiency caused by
decreased market value of the investments on deposit therein or withdrawal therefrom. On or
prior to each principal payment date and Interest Date for the Bonds, moneys in the Reserve
Account shall be applied by the County to the payment of the principal of or Redemption Price, if
applicable, and interest on the Bonds to the extent llloncys in the Interest Account, the Principal
Account and the Bond Amortization Account shall be insufficient for such purpose. Whenever
there shall be surplus llloneys in the Reserve Account by reason of (i) inveshnent income, shall be
deposl'ted in the Interest Account, and (ii) a decrease in the Reserve Account Requirement, such
surplus moneys shall be deposited by the County into the Unrestricted Revenue Account subject
{25009l001/00196637. DOCv3}
14
to receiving an opinion of Bond Counsel that such application will not have an adverse effect on
the tax-exempt status of the Bonds, and otherwise to the Debt Service Fund.
Whenever the amount of cash or securities in the Reserve Account, together with the
other amounts in the Debt Service Fund, are suffident 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.
Upon the issuance of any Series of Bonds under the terms, limitations and conditions as
herein provided, the County shall, on the date of deli very of such Series of Bonds, fund the
Reserve Account in an amount at least equal to the Reserve Account Requirement, if so required.
Such required amount may be paid in full or in part from the proceeds of such Series of Bonds.
(5) Unrestricted Revenue Account. The balance of any moneys after the deposits
required by Sections (A)(I) through (A)(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 Prindpal
Account on the third day prior to an Interest Date arc not suffident 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 relnaining in the Unreshided Revenue Account on each
Interest Date may be used for any lawful purpose.
(B) The County, in its discretion, may use moneys in the Prindpal Account, the Bond
AInortization Account and the Interest Account to purchase or redeem Outstanding Bonds corning due
on the next prindpal payment date, provided such purchase does not adversely affect the County's
ability to pay the prindpal or interest coming due on such prindpal payment date on the Bonds not so
purchased.
(C) At least two business days prior to 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 suffident 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.
Additional Bonds
No Additional Bonds, payable on a parity with the Bonds then Outstanding pursuant to the
Resolution, shall be issued except upon the conditions and in the manner provided in the Resolution.
The County fnay issue one or lTIOre Series of Additional Bonds for any onc 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.
No such Additional Bonds shall be issued unless (1) no Event of Default (as specified in the
Resolution) shall have occurred and be continuing thereunder and (2) the following conditions arc
complied with:
{25009j001/00196(j37 .DOCv3}
15
(A) Except as otherwise provided in Section (D) below, there shall have been
obtained and filed with the County a statement of the Clerk or his/her designee: (1) stating that
he or she has examined the books and records of the County relating to the Infrastructure Sales
Surtax Revenues which have been received by the County for deposit to the Restricted Revenue
Account; (2) setting forth the amount of such Infrastructure Sales Surtax Revenues 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 the amount of such Infrastructure Sales Surtax Revenues
received during the aforementioned 12-month peliod equals at least 1.30 times the Maximum
Annual Debt Service on the Prior Bonds and all Bonds then Outstanding and such Additional
Bonds with respect to which such statement is made. Such report may be partially based upon a
certification of certain mailers related to the calculation of the Maximum Annual Debt Service by
the County's financial advisor.
(B) For the purpose of determining the Maximum Annual Debt Service under
Section (A) above and for determining the Reserve Account Requirement for any Variable Rate
Bonds, the interest rate on any Variable Rate Bonds then proposed to be issued and on any
Outstanding Variable Rate Bonds then Outstanding shall be deemed to be the lesser of (1) the
interest rate for 20-year revenue bonds published by The Bond Buyer no more than two weeks
prior 110 the sale of the Variable Rate Bonds, or (2) the Maximum Interest Rate.
(C) 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 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 pursuant to
the Additional Bonds test 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.
(D) In the event any Additional Bonds are issued for the purpose of refunding any
Bonds then Outstanding, the conditions of the Additional Bonds test shall not apply, provided
that the issuance of such Additional Bonds shall result in a reduction of aggregate debt service.
The conditions of Section (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.
(E) In the event the Act is amended to provide for additional Infrastructure Sales
Surtax Revenues to be distributed to the County, the County may, by Supplemental Resolution,
extend the pledge of the Infrastructure Sales Surtax Revenues created pursuant to the terms of
the Resolution to include such additional Infrastructure Sales Surtax Revenues and may then for
the purpose of determining whether there are sufficient Infrastructure Sales Surtax Revenues to
125009/001/00190637 .DOCv 3}
16
meet the coverage tests spcdfied in (A) above, assume that such additional Infrastructure Sales
Surtax Revenues were in effect during the applicable twelve (12) consecutive month period.
Pursuant to the Resolution, the County may issue Additional Bonds on parity with the Series
2003 Bonds and the Series 2007 Bonds. See "SECURITY FOR THE BONDS - Additional Bonds" herein for
a description on the rcquirenlents .which Blust be met for the issuance of Additional Bonds.
The Series 2007 Bonds arc being issued as Additional Bonds under the Resolution.
Subordinated Indebtedness
The County will not issue any obligation, other than Additional Bonds, except under the
conditions and in the manner provided in the Resolution and described above under" - Additional
Bonds", payable from the Pledged Funds or voluntarily create or cause to be created any debt, lien,
pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien
thereon in favor of the Bonds and the interest thereon. The County may at any time or from time to time
issue evidencE!S of indebtedness payable in whole or in part out of the Pledged Funds and which may be
secured by a pledge of the Pledged Funds; provided, however, that such pledge shall be, and shall be
expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by the Resolution
and shall not be subject to acceleration prior to maturity. The County shall have the right to covenant
with the holdE'rs from time to time of any Subordinated Indebtedness to add to the conditions, limitations
and restrictions under which any Additional Bonds may be issued pursuant to the Resolution. The
County agrees to pay promptly any Subordinated Indebtedness as the same shall become due.
Accession of Subordinated Indebtedness To Parity Status with the Bonds
The County may provide for the aCL-ession of Subordinated Indebtedness to the status of
complete pariliy with the Bonds, if (A) the County shall meet all the requirements imposed upon the
issuance of Additional Bonds by the Resolution, assuming, for purposes of said requirements, that such
Subordinated Indebtedness shall be Additional Bonds and (B) the Reserve Account, upon such accession,
shall contain an amount equal to the Reserve Account Requirement in accordance with the Resolution. If
the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been
issued pursuant to the Resolution the same as the Outstanding Bonds, and such Subordinated
Indebtedness shall be considered Bonds for all purposes provided in the Resolution.
Books and Remrds
The County will keep books and records of the receipt of the Infrastructure Sales Surtax
Revenues in accordance with generally accepted accounting prindples, and any Credit Facility Provider
or Holder or Holders of at least $1,000,000 aggregate principal amount of Bonds shall have the right at all
reasonable times to inspect the records, accounts and data of the County relating thereto.
Receipt of Infrastructure Sales Surtax Revenues
The County covenants to do all things necessary or required on its part by the Act or otherwise to
Illaintaill the levy and receipt of the Infrastructure Sales Surtax Revenues. The County shall exercise all
legally available remedies to enforce such levy, collection and receipt now or hereafter available remedies
to enforce such levy, collection and receipt now or hereafter available under law. The County will not
125009/001 /00196617.00Cv)}
17
take any action, including amending or supplementing the Infrastructure Sales Surtax Ordinance, or enter
into any agreement that shall result in reducing the level of Infrastructure Sales Surtax Revenues received
by the County from that level prevailing at the time the County takes such action or enters into such
agreenlcnt.
No Impairment; Limitation on Maturity of Bonds
The pledging of the Pledged Funds in the manner provided herein shall not be subject to repeal,
modification or impairment by any subsequent ordinance, resolution, agreement or other proceedings of
the County. The County shall not (1) permit the Infrastructure Sales Surtax Ordinance to be terminated
or expire while any Bonds remain Outstanding or (2) issue any Bonds maturing after the stated expiration
date of the one cent local government infrastructure sales SUltax authorized by the Infrastructure Sales
Surtax Ordinance, as the same may be extended in accordance with the Act.
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. "Authorized Investments" has the meaning
ascribed thereto in "APPENDIX C - Composite of the Resolution" attached hereto. Moneys on deposit in
the Reserve Account may be invested and reinvested in Authorized Investments which shall mature no
later than ten (10) years from the date of investment. All investments shall be valued at market at least
senti-annually.
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
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.
Nothitlg 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.
Separate Accounts
The moneys required to be accounted for in each of the funds, accounts and subaccounts
established in the Resolution may be deposited in a single, non-exclusive bank acmunt, and funds
allocated to the various funds, accounts and subaccounts established in the Resolution nlay be invested in
a conmlon investment pool, provided that adequate accounting records are maintained to reflect and
control the restricted allocation of the moneys on deposit therein and such inveshllents for the various
purposes of such funds, accounts and subaccounts as provided in the Resolution.
{25009/001/00196637 .DOCv 3}
18
The designation and establishment of the various funds, acmunts and subaccounts in and by the
Resolution shall not be construed to require the establishment of any mmpletely independent,
self-balandng funds as such term is mmmonly defined and used in governmental acmunting, but rather
is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish
certain priorities for application of such revenues as provided in the Resolution.
Amendment of Resolution without Consent of Bondholders;
Control by Credit Facility Provider in Case of Event of Default
For purposes of amending the Resolution, when Bondholder consent IS required pursuant to the
Resolution, a Credit Fadlity Provider of a Series of Bonds shall be considered the Holder thereof,
provided such Series of Bonds, at the time of the adoption of the amendment, shall be rated by the rating
agencies which shall have rated the Bonds no lower than the initial ratings assigned thereto by such
rating agencies. The consent of the Holders of Bonds shall not be required if the Credit Facility Provider
shall consent to the amendment as provided by the Resolution. Such right of amendment, however, does
not apply to any amendment to the Resolution regarding the County's mvenants with respect to the
exclusion of interest on the Bonds from gross income for purposes of federal income taxation. Upon
filing with the Clerk of evidence of such mnsent of a Credit Facility Provider, the County may adopt such
Supplemental Resolution. After the adoption by the County of such Supplemental Resolution, notice
thereof shall be mailed in the same manner as notice of an amendment under the Resolution.
To the extent the Insurers make any payment of principal of or interest on Series 2003 Bonds and
Series 2007 Bonds in accordance with their respective Bond Insurance Policies, such Insurers shall become
subrogated to the rights of the redpients of such payments in accordance with the terms of such Bond
Insurance Policies. Upon the occurrence and continuance of an Event of Default, a Credit Facility
Provider of a Series of Bonds, if such Credit Fadlity Provider shall not be in payment default under its
Bond Insurance Policy, shall be deemed to be the sole owner of such Bonds for purposes of (A) directing
and controlling the enforcement of all rights and remedies with respect to such Series of Bonds, including
any waiver of an Event of Default and removal of any trustee, and (B) exercising any voting right or
privilege or giving any consent or direction or taking any other action that the Holders of such Bonds are
entitled to take pursuant to the Resolution. No provision expressly recognizing or granting rights in or to
a Credit Facility Provider shall be modified without the consent of such Credit Facility Provider. A
Credit Fadlit)' Provider's rights under this provision is suspended during any period in which such
Credit Facility Provider is in default in its payment obligations under its Bond Insurance Policy (except to
the extent of amounts previously paid by such Credit Facility Provider and due and owing to such Credit
Fadlity Provider) and is of no force or effect if its Bond Insurance Policy is no longer in effect or if the
Credit Facility Provider asserts that its Bond Insurance Policy is not in effect or if the Credit Facility
Provider waives such rights in writing.
INFRASTRUCTURE SALES SURTAX REVENUES
General
Pursuant to Chapter 212, Florida Statutes, as amended, the State of Florida is currently
authorized to levy and collect a tax on sales, use and other transactions, induding a sales tax of six
percent (6%) an, among other things, the sales price of each item or article of tangible personal property
{25009jOOll00196637 .DOCv] I
19
sold at retail in the State, subject to certain exceptions and dealer allowances as set forth in Chapter 212,
Florida Statulles.
Pursuant to Chapter 212, Florida Statutes, counties are authorized to levy a local discretionary
sales surtax of an additional one-half percent (v,%) or one percent (1%) pursuant to an ordinance enacted
by a majority of the members of the Board of County Commissioners and approved by referendum.
Chapter 212, Florida Statutes, provides that the levy on such surtax may be extended upon approval of a
majority of the electors of the County voting in a referendum on the discretionmy sales surtax.
Generally, the proceeds of the discretionary sales surtax may only be expended to finance, plan
and construct "infrastructure" which is defined as any fixed capital expenditure or fixed capital costs
associated wllth the construction, reconstruction or improvement of public facilities which have a life
expectmlcy olr five or more years and any land acquisition, land improvement, design and engineering
costs related thereto. Because the County has been designated as an area of critical state concern, it is
qualified to use only up to 10 percent of the surtax proceeds for any public purpose other than for
infrastructure purposes. Pursuant to Section 212.055(2)(e), Florida Statutes, as amended, counties
receiving discretionary sales surtax proceeds may pledge such proceeds for the purpose of servicing new
bond indebtedness incurred pursuant to law.
Effeclive October 1, 2001, the structure for the imposition of taxes on telecommunications and
other communications services was completely changed by Chapter 202, Florida Statute (the "CST Law").
The CST Law rescinded or modified various taxes imposed upon certain telephone and other
telecommunications and rommunications services (including the discretionary sales surtax on certain
long distance services) and replaced the revenues from such taxes with revenues from a new state tax and
a local option tax imposed on conlnlunications services (the "Local Option Communications Services
Tax"). "Communications services" under the CST Law includes the transmission of voice, data, audio,
video or any other information or signals, induding cable services, by or through ,my Inediurn or nlcthod
currently in existence or in the future devised regardless of the protocol used for such transmission or
conveyance.
Communication services do not include "information services" (as defined in the CST Law to
include electronic publishing, web hosting services and end user 900 number services, among other
things), the installation or maintenance of wiring or equipment on a customer's premises, the sale or
rental of tangl'ble personal property, the sale of advertising, bad check and late payment charges, billing
and collection services and internet access electronic mail service and related on line services. Exempted
from the Local Option Communications Services Tax are certain sales of communications services to the
federal government, or any instrumentality or agency thereof, the state or any county, municipality or
political subdivision of the state, and religious institutions, educational organizations and certain other
charitable organizations.
The Florida Department of Revenue ("FDOR") has the responsibility to administer, collect, and
enforce the discretionary sales surtax. Pursuant to Section 212.054(4)(b), Florida Statutes, the proceeds of
the County's discretionary sales surtax collections (including the Replacement Local Option
COffilllunications Services Tax) arc transfclTcd to the Discretionary Sales Surtax Clearing Trust Fund. A
separate account in the trust fund is established for each county imposing such a surtax. FDOR is
aulhOlized to deduct 3% of the total revenue generated for all counties levying a surtax for administrative
costs. The amount deducted for administrative costs is required to be used only for those costs solely and
directly attributable to ttie surtax. The total administrative costs are prorated among those counties
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20
levying the surtax on the basis of the amount collected for a particular county to the total amount
collected for all counties. However, FDOR is currently not deducting any amount of revenue for
administering these taxes, even though the authorization currently exists to do so. FDOR is required to
submit annually, no later than March 1st, a repOlt detailing the expenses and amounts deducted for
administrative costs to the President of the State Senate, the Speaker of the State House of
Rcpresentatlves, and the governing board of each county levying the surtax.
The Local Option Communications Services Tax imposed by the CST Law pursuant to Section
202.19(5), Florida Statutes as a replacement for the discretionary sales surtax on certain conmlunication
services (the "Replacement Local Option Communications Services Tax") is levied in the County at a rate
of 0.5% on the sale price of communications services and is included in the Infrastructure Sales Surtax
Revenues which are pledged to the Series 2003 Bonds and the Series 2007 Bonds. The Replacement Local
Option Communications Services Taxes collected under the CST Law are deposited along with the
discretionary sales surtax into the Discretionary Sales SUttax Clearing Trust Fund and is then distributed
by FDOR to the County as part of the discretionary sales surtax, with no distinction made as to the
portion of the distribution constituting Replacement Discretionary Communications Services Tax. Except
for the Replacement Local Option Communications Services Tax received by the County pursuant to
Section 202.19(5), FlOlida Statutes, no other revenues received by the County pursuant to the CST Law are
pledged to the Series 2003 Bonds and the Series 2007 Bonds.
Therefore, the Infrastructure Sales Surtax Revenues do not include the Local Option
Communication Services Tax or taxes levied pursuant to Section 202.12, Florida Statutes. For purposes of
the inunediately preceding sentence, "Local Option Communications Services Tax" means any
communications services taxes levied pursuant to Chapter 202, Florida Statutes (other than the
Replacement Local Option Communication Services Tax levied pursuant to Section 202.19(5), Florida
Statutes), which are distributed to the County from the Local Conununications Services Tax Trust Fund.
Section 212.055(2)(d)1., Florida Statutes, expressly states that neither the proceeds from the
discretionary sales surtax nor the interest accrued thereon shall be used for operational expenses of any
infrastructure. Because the County has been designated as an area of critical state concern, it is qualified
to use only up to 10 percent of the surtax proceeds for any public purpose other than for infrastructure
purposes. Further restrictions prohibit counties from using the discretionary sales surtax to replace or
supplant user fees or to reduce ad valorem taxes. The surtax applies to all transactions in the County that
are subject to the State sales tax imposed on sales, use, rentals, admissions, and other transactions under
Chapter 212, Florida Statutes. The surtax does not apply to the sales amount of tangible personal
property greater than $5,000 or to long distance telephone service.
Pursuant to Section 212.15, Florida Statutes, vendors are required to remit sales tax receipts
(including proceeds of any discretionary sales surtax) by the twentieth (20th) day of the month
immediately following the month of collection. No statute prescribes a deadline for remitting surtax
proceeds from FDOR to the local governing bodies. However, according to the accounting division of
FDOR, FDOR consistently remits the surtax proceeds to such local governing bodies by the end of the
month immediately following receipt by FDOR.
Local Actions and Limitations
PursUimt to Ordinance No. 013-1989 enacted by the Board on May 23, 1989 and pursuant to a
successful vote of the electors of the County held on August 8, 1989, the County was authorized to levy a
{25009/001/00196637.DOCv3}
21
local one-percent diso'etionary sales surtax for a period from November 1, 1989, and continuing through
September 30, 2004 for the purposes of funding the following categories of infrastructure: recreational
fadlities, courthouses, parking, offices, roads, bridges, airport improvements, libralies, piers,
auditoriums, riprap/seawalls, storm sewers, solid waste facilities, jails and police/fire facilities. On
January 19, 2000, the Board enacted Ordinance No. 01-2000, calling a referendum for March 14, 2000, to
consider whether to extend the levy of the local one-percent discretionmy sales surtax through December
31, 2018 for Ihe purposes of funding the following categOlies of infrastructure all of which have a life
expectancy in excess of five years: wastewater fadlHies, recreation and conservation lands, lllarinas,
courthouses, parking, offices, roads, b'idges, airports, libraries, piers, auditoriums, riprap/seawalls, solid
waste, jails, police/fire fadlities, land acquisition, and storm water. In addition to the capital
infrastructure projects described in the previous sentence, the funds so collected during the extension
period, and interest accrued thereto, may also be expended on any public purpose, including
maintenance of recreation and conservation lands, but only if: (1) the debt service obligation for the year
is met; and (2) the County's comprehensive plan has been determined to be incompliance with Chapter
163, Part II, Florida Statutes. The referendum was approved by the electors of the County. Pursuant to
the Infrastructure Sales Surtax Ordinance described above in this paragraph, the County may use the
proceeds of the infrastructure sales surtax for the purpose of servidng new bond indebtedness incurred
pursuant to general law.
In addition to the one percent (1 %) local government infrastructure sales surtax described above,
there is also levied and collected within the County for the benefit of the Monroe County, Florida School
District a one..half percent (1h%) sales surtax on, among other things, the sales price of each item or article
of tangible personal property sold at retail in the County. The levy of such sales surtax will expire on
December 31, 2016. The revenue derived from this surtax is not a revenue of the County or pledged to
repay the Bonds.
Distribution
The discretionary sales surtax is distributed by the FDOR among the County and the Cities of
Layton, Key Colony Beach, Key West and Marathon and the Villages of Islamorada as provided by the
Florida Legislative Committee on Intergovernmental Relations. Florida law provides that, unless
otherwise specified in an interlocal agreement, the distribution of the proceeds will be on the same basis
as distribution of the so-called "Half-Cent Sales Tax" proceeds distributions under Section 218.62, Florida
Statutes. The Infrastructure Sales Surtax Ordinance provides that the discretionary sales surtax be
distributed pursuant to such statute. Such "Half-Cent Sales Tax" collected within a county and
distributed to participating local government units is distributed among such county and municipalities
therein in accordance with the formula detailed in Section 218.62, Florida Statutes, and shown below (the
"Distribution !Factor") and such Distribution Factor governs the distribution of the Infrastructure Sales
Surtax collected within Monroe County among the County and the munidpalities therein:
{25009l001l001 %637.DOCv3}
22
County's Share
(expressed as a
percentage)
Unincorporated
County
population
total
county
populaLion
+
2/3 of the
incOlporated
County population
2/3 of the
incorporated
County population
+
Each Municipality's
Share (expressed as
a percentage)
total
county
population
municipality population
2/3 of the
+ incorporated
County population
"Population" means the latest official State of Florida estimate of population certified prior to the
beginning of the local government fiscal year. Should any unincorporated area of a county become
incorporated as a municipality, the share received by the participating local governments would be
adjusted accordingly.
The share of the discretionary sales surtax that is to be distributed to the County will be affected
by changes in the relative populations of the unincorporated and incorporated areas within the County.
Such relative populations are subject to change through nmmal increases and decreases of population
within the existing unincorporated and incorporated areas of the County and are also subject to change
by annexation of previously unincorporated areas of the County by municipalities within the County.
Such annexations would not only increase the population of the incorporated areas but also would, in
equal amount, decrease the population of Ihe unincorporated area. The Villages of Islamorada aod the
City of Marathon were incorporated in the County in the fiscal years ended September 30, 1998 and 2000,
respectively. However, regardless of the incorporations that may be approved by voters of the County in
the future, pursuant to the above formula the County will receive a minimum of 40% of the discretionary
sales surtax even if the entire County is incorporated.
The total amount of discretionary sales surtax collected within the County and distributed to the
County is subject to increase or decrease due to ino'eases or decreases in the dollar volume of taxable
sales within the County, which, in turn, is subject to among other things, (i) legislative changes which
may include or exclude from taxation sales of particular goods or services, and (ii) changes in the dollar
volume of purchases in the County, which is affected by changes in population and economic conditions.
The potential for increased use of electronic commerce and other internet-related sales activity
could have a material adverse impact upon the amount of Infrastructure Sales Surtax Revenues collected
by the County.
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{25009/001/001966J7. DOCv3}
23
Historical Distribution Factors
The fol1owing table sets forth historical population distribution factors of the infrastructure sales
surtax to the County (unincorporated) and the incorporated areas therein for the last ten years.
HISTORICAL POPULATION DISTRIBUTION FACTORS
FOR INCORPORATED AND UNINCORPORATED MONROE COUNTY
Fiscal Year
Ended
September 30
2007
2006
2005
2004
2003
2002
2001
2000(1)
1999
1998(1)
Unincorporated
Monroe County
59.78%
59.77
59.84
59.91
59.90
59.88
59.76
66.84
66.95
70.90
Incorporated
Monroe County
40.22%
40.23
40.16
40.09
40.10
40.12
40.24
33.16
33.05
29.10
ill The population distribution factors for these fiscal years changed from the previous fiscal year
due, in part, to the incorporation of the Villages of Islamorada in fiscal year ended September 30,
1998 aLlld the City of Marathon in fiscal year ended September 30, 2000.
Source: Florida Depa,tment of Revenue
{25009/001j00196637.D()Cv3}
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24
Historical Collections
The following table sets forth the historical mllections of the Infrastructure Sales Surtax Revenues
by the County (and does not include any local government infrastructure sales surtax distributed to
municipalities located in the County.)
MONROE COUNTY, FLORIDA
HISTORICAL INFRASTRUCTURE SALES SURTAX REVENUES((II')
Year Ended
September 30
2007
2006
2005
2004
2003
2002
2001
2000
1999
1998
1997
Infrastructure
Sales Surtax
Revenues!111'1
$15,088,819
15,201,005
14,875,923
15,365,641
12,884,890
12,645,370
12,719,997
12,387,681
12,996,907
13,217,392
12,009,003
Percentage
Chan!>e
(0.7)%
2.2
(3.2)
19.3
1.9
(0.6)
2.7
(4.7)
(1.7)
10.1
(1) Monroe County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended
September 30,2006, for fiscal years ended September 30,1997 through and induding 2006.
(2, The Information Sales Surtax Revenues for the fiscal year ended September 30, 2007 is projected
and unaudited.
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[25009/001/00196637.1 lOCv3}
25
MONROE COUNTY, FLORIDA
PRO FORMA DEBT SERVICE COVERAGE
ON lHE SERIES 2007 BONDS
2003
Fiscal Year Ended September 30
2004 2005 2006
2007
Infrastructure Sales Surtax
Reven lies
Maximum Annual Debt Service
on the Series 2003 Bonds and the
Series 2007 Bonds")(3)
$12,884,890 $15,365,641 $14,875,923 $15,201,005 $15,088,819(11
Pro Forma Debt Service
Coverage<3)
$5,702,642 $5,702,642 $5,702,642 $5,702,642
$5,702,642
2.26x
2.69x
2.61x
2.67x
2.65x
(11 The Information Sales Surtax Revenues for the fiscal year ended September 30, 2007 is projected
and unaudited.
1'1 Calculated on the basis of a year ended September 30.
(3) Based on actual debt service on the Series 2003 Bonds and debt service estimated by the Financial
Advisor on the Series 2007 Bonds based on current market conditions and an estimated principal
amount of $30,640,000, a true interest cost rate of approximately 4.25% on the Series 2007 Bonds
and a final maturity of April 1, 2018.
MUNICIPAL BOND INSURANCE
The fol1owing information under this heading has been furnished by
(the "Insurer") for use in this Official Statement. Reference is
made to "APPENDIX 0 - Specimen Bond Insurance Policy" for a specimen of the Insurer's municipal
bond insurance policy (the "Bond Insurance Policy").
[TO COME]
THE INFORMATION RELATING TO THE INSURER CONTAINED ABOVE HAS BEEN
FURNISHED BY THE INSURER. NO REPRESENTATION IS MADE BY THE COUNTY OR THE
UNDERWRITERS 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. NEITHER THE COUNTY NOR THE
UNDERWRITERS HAS MADE ANY INVESTIGATION INTO THE FINANCIAL CONDITION OF THE
INSURER, AND NO REPRESENTATION IS MADE AS TO THE ABILITY OF THE INSURER TO MEET
ITS OBLIGATIONS UNDER THE BOND INSURANCE POLICY.
RESERVE ACCOUNT INSURANCE POLICIES
[The Reserve Account Requirement for the Bonds will be funded by the 2003 Reserve Account
InSurance Poli,cy previously issued in the amount of $1,965,600 (with an expiration date of April 1,
{25009/001/00196637.DOCv3}
26
2018) by MBIA Insurance Corporation and the 2007 Reserve Account Insurance Policy to be issued in
the amount of $ (with an expiration date of April 1, 2018) by the Insurer to secure the Bonds.
The 2003 Reserve Account Insurance Policy and the 2007 Reserve Account Insurance Policy are
hereinafter r,~ferred to as the "Reserve Account Insurance Policies." The Reserve Account Insurance
Policies" will provide that upon notice from the Paying Agent to the Insurer to the effect that
insufficient amounts are on deposit in the Principal Account, Interest Account or Bond Amortization
Account to pay the principal of (at maturity or pursuant to mandatory redemption requirements) and
interest on the Bonds, the Insurer will promptly deposit with the Paying Agent an amount sufficient
to pay the pltincipaI of and interest on the Bonds or the available amount of the Reserve Account
Insurance Policies, whichever is less. Upon the later of: (i) three (3) days after receipt by the Insurer of
a Demand for Payment in the form attached to the Reserve Account Insurance Policies, duly executed
by the Paying Agent; or (ii) the payment date of the Bonds as specified in the Demand for Payment
presented by the Paying Agent to the Insurer, the Insurer will make a deposit of funds in an account
with State Stlteet Bank and Trust Company, N.A., in New York, New York, or its successor, sufficient
for the paymE!nt to the Paying Agent, of amounts which are then due to the Paying Agent (as specified
in the Demand for Payment} subject to the Surety Bond Coverage. Such reimbursement shall be made
only after all required deposits to the Interest Account, the Principal Account and the Bond
Amortization Account have been made.
The available amount of the Reserve Account Insurance Policies is the initial face amount of
the Reserve Account Insurance Policies less the amount of any previous deposits by the Insurer with
the Paying Agent which have not been reimbursed by the County. In conjunction with the issuance of
the Series 2007 Bonds, the County and the Insurer will enter into a Financial Guaranty Agreement (the
"Agreement"). Pursuant to the Agreement, the County is required to reimburse the Insurer, within one
year of any deposit, the amount of such deposit made by the Insurer with the Paying Agent under the
2007 Reserve Account Insurance Policy.
Under the terms of the Agreement, the County is required to reimburse the Insurer, with
interest, until the face amount of the 2007 Reserve Account Insurance Policy is reinstated, before any
deposit of Infrastructure Sales Surtax Revenues is made to the Urnestricted Revenue Account. The
Reserve Account Insurance Policies will be held by the Paying Agent in the Reserve Account and is
provided as an alternative to the County depositing funds into the Reserve Account and the premium
for the 2007 Reserve Account Insurance Policy will be fully paid by the County at the time of delivery
of the Series 2007 Bonds.]
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{25009jOOlj0019663? .D( )Cv3}
27
ESTIMATED SOURCES AND USES OF FUNDS
The table that follows summarizes the estimated sources and uses of funds to be derived from the
sale of the Series 2007 Bonds:
SOURCES:
Principal Amount of Series 2007 Bonds
Less: Net Original Issue Discount/Premium
$
TOTAL SOURCES
$
USES:
Deposit to 2007 Project Acmunt in Construction Fund
Costs of Issuance(l)
$
TOT AL USES
$
III Includes Bond Insurance Policy premium, Reserve Account Insurance Policy premium,
Underwriters' dismunt, financial advisor fees, legal fees and miscellaneous msts of issuance.
[Remainder of page intentionally left blank]
{25009!OOl/OOl96637.DOCv3}
28
Year Ending
April 1
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
TOTAL
Series 2003
Bonds
Debt Service
$1,821,830.00
1,837,070.00
1,851,732.50
1,861,682.50
1,876,670.00
1,887,540.00
1,904,865.00
1,918,165.00
1,932,300.00
1,952,800.00
1.965.600.00
$20,810,255.00
DEBT SERVICE SCHEDULE
Series 2007 Bonds
Principal
Interest
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{25009/001/00196637 .DOCv 3}
29
Debt Service
Total
Debt Service
INVESTMENT POLICY
All investment activity of the County's pooled cash, not otherwise classified as restricted assets
requiring separate investing is cunentIy governed by an investment policy prepared by the Clerk and
adopted by the Board on March 19, 2003 (Resolution No. 114-03).
Such investments are limited to:
A. The Florida Local Government Surplus Funds Trust Fund ("SBA")
A maximum of 100% of available funds may be invested in The Florida Local
Government Surplus Funds Trust Fund.
B. United States Government Securities
Negotiable direct obligations, or obligations the principal and interest of which are
unmnditionally guaranteed by the United States Government.
A maximum of 100% of available funds may be invested in United States Government
Securities with the exception of Treasury Strips, which are limited to 10% of available
funds.
The maximum length to maturity of any direct investment in the United States
Government Securities is five (5) years from the date of purchase.
C. United States Government Agencies
Bonds, debentures, notes, call abIes and fixed rate mortgage-backed securities issued or
guaranteed by United States Government Agencies, provided such obligations are
backed by the full faith and credit of the United States.
A maximum of 50% of available funds may be invested in United States Government
Agencies.
A maximum of 10% of available funds may be invested in any individual United States
Government Agencies.
The maximum length to maturity for an investment in any United States Government
Agency security is five (5) years from the date of purchase.
D. Federal Instrumentalities (United States Govemment-sponsored agencies)
Senior obligations, which include bonds, debentures, notes, call abIes and fixed rate
mortgage-backed securities issued or guaranteed by United States govcmmcnt-
sponsored agencies (Federal Instrumentalities). These are limited to the following:
Federal Farm Credit Bank (FFCS)
Federal Home Loan Bank or its County banks (FHLB)
{25009/001l0019663'7,[)( lev3}
30
Federal National Mortgage Assodation (FNMA)
Federal Home Loan Mortgage Corporation (Freddie-Macs) including Federal _
Home Loan Mortgage Corporation partidpation certificates
A maximum of 80% of available funds may be invested in Federal Instrumentalities.
A maximum of 30% of available funds may be invested in anyone issuer and a
maximum of 25% of available funds may be invested in callable securities.
The maximum length to maturity for an IIlvestment in any Federal Instrumentality
security is five (5) years from the date of purchase.
E. Interest-bearing Time Deposit or Saving Accounts
Nonnegotiable interest-bearing time certificates of deposit or savings accounts in
financial institu tions organized under the laws of this state and/or in national financial
institutions organized under the laws of the United States and doing business and
situated in the State of Florida, provided that any such deposits are secured by the
Florida Security for Public Deposits Act, Chapter 280, Florida Statutes. Additionally, the
financial institution shall not be listed with any recognized credit watch information
service.
A maximunl of 10% of available funds may be invested in nonnegotiable interest-bearing
time certificates of deposit.
A maximum of 10% of available funds may be deposited with anyone issuer.
The maximum maturity on any certificate shall be no greater than one (1) year from the
date of purchase.
F. Registered Investment Companies (Money Market Mutual Funds)
Shares in open-end and no-loan Money Market Mutual Funds provided such funds are
registered under the Federal Investment Company Act of 1940 and operate in accordance
with 17 C.F.R. 270.2a-7, which stipulates that money market funds must have an average
weighted maturity of 90 days or less. In addition, the share value of the money market
funds must equal to $1.00.
A maximum of 20% of available funds may be invested in money market mutual funds.
A maximum of 10% of available funds may be invested with anyone money market
fund.
The money market mutual funds shall be rated AAAm or AAAm-G or better by
Standard & Poor's, or the equivalent by another nationally recognized rating agency.
A thorough review of any 1110ney Inarket 111utual fund is required prior to investing, and
on a continual basis. There shall be a questionnaire developed by the investment advisor
{25009jOO1l00196637 .DOCv 3}
31
that shall contain a list of questions that cover the major aspects of any investment
pool/fund.
G. IntergovernnlentaJ Investnlent Pool
Intcrgovcrnnlcntal Inveshnent Pools that are authorized pursuant to the Florida
Interlocal Cooperation Act, as provided in Section 163.01, Florida Statutes.
A maximum of 10% of available funds may be invested in intergovernmental investment
pools.
A thorough review of any investment pool/fund is required prior to investing, and on a
continual basis. There shall be a questionnaire developed by the Investment Advisor that
shall contain a list of questions that cover the major aspects of any investment pool/fund.
Investment Officials or Investment Advisor may not invest in investment products that include
the use of deri vati ves or reserve purchase agreements and securities lending transactions are not
permitted by the investment policy. A "derivative" is defined as a financial instrument the vatue of which
depends on, or is derived from, the value of one or more underlying assets or index or asset values.
Investments not listed in the investment policy are prohibited.
The Board may further modify the aforementioned investment policy from time to time. For
information relating to the investment of funds and acmunts created pursuant to the Resotution, ptease
see "APPENDIX C - Composite of the Resolution" attached hereto.
LEGAL MATTERS
Certain legat matters in connection with the issuance of the Series 2007 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 E--Form of Bond Counsel
Opinion") will be available at the time of delivery of the Series 2007 Bonds. Certain legal matters will be
passed on for the County by Suzanne A. Hutton, Esq., County Attorney, and Bryant Miller Olive P.A.,
Tampa, Florida, Disclosure Counsel.
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
2007 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriters of the
Series 2007 Bonds (upon which opinion only the Underwriters may rely) relating to the fairness of the
presentation of certain statements contained herein under the heading "TAX EXEMPTION" and certain
statements which summarize provisions of the Resolution, the Series 2007 Bonds and federal tax law, and
(2) the compliance with any federal or state law with regard to the sale or distribution of the Selies 2007
Bonds.
{25009l001l00196637 .DOCv3}
32
LITIGATION
[There is no pending 01', 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 2007
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 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.]
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Pursuant to Section 517.051. Florida Statutes, as amended, no person may directly 01' indirectly
offer or sell securities of the County except by an offering circular containing full and fail' disclosure of all
defaults as to principal 01' interest on its obligations since December 31, 1975, as provided by rule of the
Florida Department of Banking and Finance (the "Department"). Pursuant to Rule 3E-400.003, Florida
Administrative Code, the Department 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 infornlation, 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 Decel11ber 31, 1975 that would be considered
material by a reasonable investor.
TAX EXEMPTION
Opinion of Bond Counsel
In the opinion of Bond Counsel, the form of which is included as "APPENDIX E--Form of Bond
Counsel Opinion" attached hereto, the interest on the Series 2007 Bonds is excludable from gross income
and is not a spedfic item of tax preference for federal income tax purposes under existing statutes,
regulations, rulings and court decisions. However, interest on the Series 2007 Bonds is taken into account
in determining adjusted current earnings for purposes of computing the alternative minimum tax
impmed on corporations pursuant to the Internal Revenue Code of 1986, as amended (the "Code").
Failure by the County to comply subsequently to the issuance of the Series 2007 Bonds with certain
requirements of the Code, regarding the use, expenditure and investment of Series 2007 Bonds proceeds
and the timely payment of certain investment earnings to the Treasury of the United States, may cause
interest on the Series 2007 Bonds to bCCOlllC includable in gross income for federal inC0l11C tax purposes
retroactive to their date of issuance. The County has covenanted in the Resolution to comply with all
provisions of lhe Code necessmy to, aIllong other things, llmintain the exclusion from gross incOllle of
interest on the Series 2007 Bonds for purposes of federal income taxation. In rendering its opinion, Bond
Counsel has assumed continuing mmpliance with such covenants.
{25009/001/0019663f'DOCv3}
33
Internal Rev"nue Cod" of 1986
The Code contains a numb<!r of provisions that apply to the Series 2007 Bonds, including, among
other things, restrictions relating to the use or investment of the proceeds of the Series 2007 Bonds and the
payment of certain arbitrage earnings in excess of the "yield" on the Series 2007 Bonds to the Treasury of
the United States. Noncompliance with such provisions may result in interest on the Series 2007 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 2007 Bonds. Prospective purchasers of Series 2007 Bonds should be aware that the ownership of
Series 2007 Bonds may result in other collateral federal tax consequences. For example, ownership of the
Series 2007 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 2007 Bonds, (2) the branch profits tax, and (3)
the inclusion of interest on the Series 2007 Bonds in passive income for certain Subchapter S corporations.
In addition, the interest on the Series 2007 Bonds may be included in gross income by redpients of certain
Sodal Security and Railroad Retirement benefits.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2007 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 DESCRlBED ABOVE. PROSPECTIVE
BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPEOALISTS FOR INFORMATION IN
THAT REGAr.:D.
Other Tax Matters
Interest on the Series 2007 Bonds may be subject to state or local income taxation under
applicable state or local laws in other jurisdictions. Purchasers of the Series 2007 Bonds should consult
their own tax advisors as to the income tax status of interest on the Series 2007 Bonds in their particular
state or local jurisdictions.
During recent years, legislative proposals have been introduced in Congress, and in some cases
enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are
similar to the Series 2007 Bonds. In some cases, these proposals have contained provisions that altered
these consequences on a retroactive basis. Such alterations of federal tax consequences may have affected
the market value of obligations similar to the Series 2007 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 2007 Bonds and their market value. No assurance can be given that additional legislative
proposals willl10t be introduced or enacted that would or might apply to, or have an adverse effect upon,
the Series 2007 Bonds.
{25009l001/00196637.fX)Cv3}
34
Tax Treatment of Original Issue Discount
Bond Counsel is further of the opinion that the difference between the principal amount of the
Series 2007 Bonds maturing on April 1, 20_ through April 1, 20~ inclusive and on April 1, 20_
(collectively the "Discount Bonds") and the initial offering price to the public (excluding bond houses,
brokers or silnilar persons or organizations acting in the capacity of Underwriters or wholesalers) at
which price a substantial amount of such Discount Bonds of the same maturity was sold constitutes
original issue discount which is excludable from gross income for federal income tax purposes to the
same extent as interest on the Series 2007 Bonds. Further, such original issue discount accrues actuarially
on a constant interest rate basis over the term of each Discount Bond and the basis of each Discount Bond
acquired at such initial offering price by an initial purchaser thereof will be increased by the amount of
such accrued original issue discount. The accr'ual of original issue discount may be taken into account as
an increase illl the amount of tax-exempt income for purposes of determining various other tax
consequences of owning the Discount Bonds, even though there will not be a corresponding cash
payment. Owners of the Discount Bonds are advised that they should consult with their own advisors
with respect to the state and local tax consequences of owning such Discount Bonds.
Tax Treatment: of Bond Premium
The diHerence between the principal amount of the Series 2007 Bonds maturing on April 1, 20_
through April 1, 20~ inclusive (the "Premium Bonds") and the initial offering price to the public
(excluding bOllld houses, brokers or similar persons or organizations acting in the capacity of
underwriters or wholesalers) at which price a substantial amount of such Premium Bonds of the sanle
maturity was sold constitutes to an initial purchaser amortizable bond premium which is not deductible
from gross inoJme for Federal income tax purposes. The amount of amortizable bond prem.ium for a
taxable year is determined actuarially on a constant interest rate basis over the term of each Premium
Bond which tenn ends on the earlier of the maturity or optional call date for such Prerniulll Bond which
results in the lowest yield on such Bond to the purchaser thereof. For purposes of determining gain or
loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation
in the initial offering to the public at the initial offering price is required to decrease such purchaser's
adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the
taxable year. The amortization of bond premium may be taken into account as a reduction in the amount
of tax-exempt income for purposes of determining various other tax consequences of owning such
Premium Bonds. Owners of the Premium Bonds are advised that they should consult with their own
advisors with respect to the state and local tax consequences of owning such Premium Bonds.
RATINGS
Moody's Investors Service ("Moody's"), Standard & Poor's Ratings Services ("S&P") and Fitcb
Ratings are expected to assign their municipal bond ratings of "Aaa," "AAA" and "AAA," respectively, to
the Series 2007 Bonds with the understanding that upon delivery of the Series 2007 Bonds, the Bond
Insurance Policy will be issued by the Insurer. In addition, Moody's, S&P's and Fitch have assigned
underlying ratings of "~" "_" and "~" respectively, without giving any regard to such Bond
Insurance Policy. The ratings reflect only the views of said rating agencies and an explanation of the
ratings lllay be obtained only Fronl said rating agendes. 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, cirCUlllstanccs so warrant. A downward change in or
{2EiOO9jOO1l00196637 .DOCv l}
35
withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2007
Bonds. An explanation of the significance of the ratings can be received from the rating agencies, at the
following addresses: Moody's Investors Service, 99 Church Street, New York, New York 10007-2796,
Standard & Poor's Ratings Services, 25 Broadway, New York, New York 10004 and Fitch Ratings, One
State Street Plaza, New York, New York 10004.
FINANCIAL ADVISOR
The County has retained Public Financial Management, Inc., Fort Myers, Flonda, as Financial
Advisor in connection with the County's financing plans and with respect to the authorization and
issuance of the Series 2007 Bonds. The Financial Advisor is not obligated to undertake and has not
undertaken to make an independent verification or to assume responsibility for the accuracy,
completeness, or fairness of the information contained in the Official Statement. The Financial Advisor
did not participate in the underwriting of the Series 2007 Bonds. The Financial Advisor may receive a fee
for bidding investments for certain proceeds of the Series 2007 Bonds.
INDEPENDENT ACCOUNTANTS
The General Purpose Audited Financial Statements of the County for the fiscal year ending
September 30,2006, and report thereon of Green Marva FA, Inc., Key West, FlOlida (the "Independent
Certified Public Accountants") are attached hereto as "APPENDIX B -- General Purpose Audited
Financial Statements of the County." Such statements speak only as of September 30, 2006. [The
Independent Certified Public Accountants have consented to the use thereof herein and have
performed various procedures relating to the provision of such consent]
The Series 2007 Bonds are payable solely from the Pledged Funds as described in the Resolution
and herein and the Series 2007 Bonds are not otherwise secured by, or payable from, the general revenues
of the Couniy. The General Purpose Audited Financial Statements attached hereto as "APPENDIX B --
General Purpose Audited Financial Statements of the County" arc presented for general information
purposes only.
The County covenanted and agreed in the Resolution to, immediately after the close of each
Fiscal Year, cause the financial statements of the County to be properly audited by a recognized
independent certified public accountant or recognized independent film of certified public accountants,
and shall n~quire such accountants to complete their report on the annual financial statements in
accordance with applicable law. The annual financial statement shall be prepared in conformity with
generally accepted accounting principles consistently applied.
UNDERWRITING
The Series 2007 Bonds arc being purchased by the underwriters shown on the cover of the
Official Statement (the "Underwriters") at an aggregate purchase price of $ (which equals the
principal amount of less neL original issue discount of $ and Underwriters'
discount of $ ). The Underwriters' obligations are subject to certain conditions precedent
described in the Official Notice of Sale which was prepared by the County, and the Underwriters will be
[25009l001l00196637.DOCv3}
36
obligated to purchase all of the Series 2007 Bonds if any Series 2007 Bonds are purchased. The Series 2007
Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2007 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.
CONTINGENT FEES
The County has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with
respect to the authorization, sale, execution and delivery of the Series 2007 Bonds. Payment of the fees of
such professionals and an underwriting discount to the Underwriters are each contingent upon the
issuance of the Series 2007 Bonds.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2007 Bonds upon an event of default under the
Resolution, the Bond Insurance Policy and the Reserve Account Insurance Polides are in many respects
dependent upon judidal 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, the Series 2007 Bonds, the Bond Insurance Policy and the
Reserve Account Insurance Polides may not be readily available or may be limited. The various legal
opinions to be delivered concurrently with the delivery of the Series 2007 Bonds (including Bond
Counsel's approving opinion) will be qualified, as to the enforceability of the remedies provided in the
various legaJI instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other
similar laws affecting the rights of creditors enacted before of after such delivery. See "APPENDIX C -
Conlposite of the Resolution" attached hereto for a description of events of default and renlcdies.
CONTINUING DISCLOSURE
The County has covenanted for the benefit of the Selies 2007 Bondholders to provide certain
financial information and operating data relating to the County and the Series 2007 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 its audited financial statements with each
nationally recognized municipal securities information repository then approved by the Securities and
Exchange Commission (the "NRMSIRs"), as well as any state information depository that is established in
the State (the "SID"). Currently, there are no such SIDs. The County has agreed to file notices of certain
enumerated material events, when and if they occur, with the NRMSIRs or the Municipal Securities
Rulemaking Board, and with the SIDs, if any. In lieu of filing annual financial information and operating
data, audited finandal statements and notices of certain material events with the NRMSIRs and the SID, if
any, the County is permitted to file such information with a central post office designated by the
Securities and Exchange Commission as a location that satisfies the Rule (as defined below) (such location
a "CPO"). Filings to the Municipal Securities Rulemaking Board (the "MSRB") are not permitted to be
made to a CPO in lieu of filing with the MSRB.
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 F -
{2."i009jOOl /00196637 .DOCv3}
37
Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall
be executed Iby the County prior to the issuance of the Series 2007 Bonds. These covenants have been
made in order to assist the Underwriters in complying with the continuing disclosure requirements of
Rule 15c2.12 promulgated by the Securities and Exchange Commission (the "Rule").
With respect to the Series 2007 Bonds, no party other than the County is obligated to provide, nor
is expected to provide, any continuing disclosure information with respect to the Rule. [In the past 5
years, the County has not failed to comply with any prior agreements to provide continuing disclosure
information pursuant to the Rule.]
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 2007 Bonds, the security for the payment of the Series 2007 Bonds and the rights and obligations of
the owners thereof and to each such statute, report or instrument.
Any statenlents made in this Official Statement involving nlatters 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 2007 Bonds.
The appendices attached hereto are integral parts of this Official Statement and must be read in
their entirety Ilogether with all foregoing statements.
[Remainder of page intentionally left blank]
{25009/00lj00196637 .D()Cv3}
38
AUlHORIZATION 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 2007 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 the Insurer, the Bond Insurance Policy, the Reserve Account
Insurance Policies, DTC, the book-entry only system of registration and the information contained under
the caption "Tax Exemption" as to which no opinion shall be expressed), as of its date and as of the date of
delivery of the Series 2007 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 necessaty to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.
MONROE COUNTY, FLORIDA
By:
Mayor, Board of County Commissioners
By:
County Administrator
{2S009/001/00196637.J )OCv3}
39
APPENDIX A
GENERAL INFORMATION CONCERNING THE COUNTY
The following information concerning Monroe County, Florida (the "County"), is included only for the
purposes of supplying general information regarding the primary community served by the County. The Series
2007 Bonds are payable solely from the Pledged Funds described herein, and are not payable or secured by other
properties of the County or any other political subdivision of the State of Florida.
General Information
Momoe County, Florida, was constitutionally formed in 1823. It is comprised primarily of the
Florida Keys" which are a string of coral islands extending in a southwesterly arc from Biscayne Bay to
the Dry Tortugas. The Florida Keys separate the Atlantic Ocean on the south and the east from the Gulf
of Mexico on the north and west, and extend approximately 100 miles south from the United States
mainland. The County seat, Key West, located on the southernmost of the Florida Keys, lies 98 miles
north of Cuba, approximately 160 miles southwest of Miami and 66 nautical miles north of the Tropic of
Cancer.
The County has a mild, sub-tropical climate. The average annual temperature is 77.7 degrees,
with an average temperature during the winter of 69.9 degrees and a summer average of 83.9 degrees.
The highest temperature recorded was 95 degrees in 1957, and the lowest temperature recorded was 41
degrees in 1981. Precipitation (39-40 inches per year) is characterized by dry and wet seasons in June
through October and December through March, respectively.
History
Initial European contact with the Florida Keys, then occupied by the Calusa Indians, occurred in
1513 with Ponce de Leon's exploration of the Straits of Florida. As a consequence of an Indian war in
which the remains of the slain were left to the elements, the island was named Cayo Hueso, or Bone Key,
which was later anglidzed to Key West. In 1815, the Florida Keys were granted to Juan Pablo Salas by
the Spanish g;overnor of Florida. In 1821, Florida became a United States territory. Nevertheless, Salas
sold the island to John Simonton of Mobile, Alabama, for $2,000. In 1823, Commodore David POlter
established a United States naval base on the island. During the period immediately following, in excess
of 120 vessels, many from the Bahamas, were employed in the wrecking business in direct competition
with emigrants from New England. The City of Key West was incorporated in 1828. Federal legislation
permitting salvaging of property from wrecked ships was the principal reason Key West grew by the
1890's to the wealthiest city, per capita, in the United States.
In 1831, the first cigar factory was established in Key West, and by 1869, the City became the
largest clear-Havana dgar manufacturing city in the United States.
The strategic importance of Key West was demonstrated in 1823, when the West Indian Anti-
Piracy Squadron established its base there. Key West's a}llncction with the nlilitary dates from this
period, and its fortunes were thereafter linked to federal decisions concerning military presence in the
Gulf of Mexico.
{2S009/001/001966J7.DOCv3}
A-I
The economic importance of Key West was affected by the excellence of its harbor at the time of
the completion of the Panama Canal, and its proximity to Cuba. In 1912, the Overseas Railway from
Miami to Key West was completed. This constituted building a railroad 128 miles out to sea, spanning 29
islands of the Florida Keys, and connecting Key West and Havana, Cuba, by train-fefty with the rest of
Florida. An estimated average of 3,000 men labored approximately seven years, at a total cost of
approximately $50 million to complete the railroad that for the next 22 years would provide a round trip
from Miami to Havana, including meals for $24. In 1938, the State of Florida completed a modern
highway on the bed of the railroad tracks, permitting motorists to drive from Miami to Key West. That
highway and its series of bridges have recently undergone renovation.
In 1920, the first international air passenger service and the first international air mail routes for
the United States were established between Key West and Havana, Cuba; and in 1927, the Key West
airport was designated the first Airport of Entry in the United States. Pan American Airlines was
established at Key West in 1927.
In 1942, a fresh water pipeline from the mainland was opened. A new pipeline from the
mainland, as well as new mainland water treatment facilities and pumping stations, were completed in
1982. Those Ifacilities have substantially increased the quantity of water which can be delivered to the
Keys. These facilities are currently administered by the Florida Keys Aqueduct Authority.
In 1946, President Truman created the "Little White House" in Key West on the Naval Annex that
bears his nanu~.
Recent development has resulted in substantial historic renovation and restoration and
continuing growth of tourist activity.
Government
The County has a five-member Board of County Commissioners elected for staggered terms of
four years. The Mayor (Chairman) and the Mayor Pro-Tem (Vice Chairman) are elected by the Board.
The Board apportions and levies County taxes and controls the expenditure of all County funds, except
for schools, which are controlled by The School Board of Monroe County (the "School Board"). The
budget year of the County runs from October 1 to the following September 30. Operating revenue is
raised mainly from ad valorem real and personal property taxes, with supplements from state and federal
sources for county roads, welfare and health. The Board operates the county road system and has the
power to establish, build, maintain, repair, protect and preserve these facilities. The County may issue
bonds for all lawful purposes. The Board is responsible for various types of elections in the County.
Other elected officials serving county-wide are a five-member School Board, a Superintendent of Schools,
a Property Appraiser, a Tax Collector, a Supervisor of Elections, a Sheriff, and a Clerk of the Circuit Court
who is also ex officio Clerk of the Board of County Commissioners. The Board appoints a County
Administrator who serves at the pleasure of the Board.
The Military
The United States Naval Station at Key West (the "Naval Station") was established in 1823 with
the fortnation of the West Indian Anti-Piracy Squadron. SOlllC mnslrudion began in 1823, and the
permanent construction of the Naval Building began in 1856. In 1974, the Naval Station was
disestablished, though military operations still exist within the City, induding a medical fadlity,
{2S009/001/00196637.DOCv3}
A-2
substantial barracks and military housing for Boca Chica Air Station and numerous federal agenaes such
as the United States Coast Guard and the Department of Agriculture.
The present mission of the various U.S. Military and Coast Guard commands in the Key West
area include both air and surface functions. The major military activities center around the Boca Chica
Naval Air Station on Boca Chica Key (located immediately to the east of Stock Island and Key West) and
Truman Annex.
Health Care
There are three hospitals located throughout the County: Lower Keys Medical Center (167 beds),
Fisherman's Hospital (58 Beds) and Mariner's Hospital (42 beds).
Population
From 1930 to 1970, the population of the County increased by 38,962 or 286%. From 1970 to 1980,
the population increased by 20%; from 1980 to 1990, by 23%; and from 1990 to 2000, the population
increased by 2%.
Population Statistics
Monroe County and State of Florida
1930-2000
Percentage State of Peroentage
Yeale Monroe County Chan!;es Florida Chan!;es
1930 13,624 1,468,211
1940 14,078 3% 1,897,414 29%
1950 29,957 113 2,771,305 46
1960 47,921 60 4,951,560 79
1970 52,586 10 6,791,418 37
1980 63,188 20 9,746,961 44
1990 78,024 23 12,938,071 33
20001 79,589 2 15,982,378 24
Source: Florida Statistical Abstract 2006, Bureau of Economic and Business Research, University of
Florida.
{2S009/001/00196637.DOCv3}
A-3
The iFollowing tables show the population summary for Monroe County for the years 2000
through 2006 and the Monroe County projected population by age for the years 2010 and 2030.
Monroe County Population Summary
2000-2006
2000 2001 2002 2003 2004 2005 2006
Monroe County 79,589 80,588 81,140 80,537 81,236 82,413 80,510
lslamorada(l) 6,846 6,950 7,067 6,970 6,993 7,033 7,057
Key Colony Beach 788 799 815 822 836 852 857
Key West 25,478 25,735 25,853 25,811 26,215 26,534 25,319
Layton 186 186 188 194 195 204 206
Marathon(2) 10,255 10,407 10,445 10,341 10,391 10,626 10,605
Unincorporated 36,036 36,511 36,772 36,399 36,606 37,164 36,466
(l) lslamorada incorporated in the fiscal year ended September 30,1998.
(2) Marathon incorporated in the fiscal year ended September 30, 2000.
Source: Florida Statistical Abstract 2006, Bureau of Economic and Business Research, University of
Florida.
Population Projections By Age
Monroe County, Florida
2010 and 2030
Year
2010
2030
Total
84,136
89,789
Less than 18
14,385
15,192
18-64
54,368
45,676
65 and Over
15,383
28,921
Source: Florida Statistical Abstract 2006, Bureau of Economic and Business Research, University of
Flori da.
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(25009/001/00196637DOCv3/
A-4
Monroe County Property Tax
Levies and Collections
For Last Ten Tax Years
Tax Year
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
Tax Levy
$53,523,947
56,473,845
55,411,449
56,096,471
53,154,741
56,741,898
60,408,846
64,432,039
70,060,293
77,461,997
Tax Collection
$51,917,045
54,723,468
53,578,782
54,023,766
51,323,260
54,763,033
58,373,078
62,154,285
67,738,903
74,778,245
Percent of
Levy Collected
97.0%
96.9
96.7
96.3
96.6
96.5
96.6
96.5
96.7
96.5
Property tax levies, based on assessed values as of January 1st, become due and payable on
November 1st of each year. A four percent discount is allowed if the taxes are paid in November, with
the discount declining by one percent each month thereafter. Accordingly, taxes collected will never be
one hundred percent of the tax levy. Taxes become delinquent on April 1st of each year and tax
certificates for the full amount of any unpaid taxes and assessments must be sold not later than June 1st
of each year. Property taxes receivable and a corresponding reserve for uncollectible property taxes are
not included in the financial statements as there are no delinquent taxes as of September 30, 2006.
Source: Monroe County, Florida Comprehensive Annual Financial Report for the fiscal year ended
September 30,2006.
[Remainder of page intentionally left blank]
{2500WD01/00196637. DOCv3)
A-5
Fiscal Year
Ended
Scptem ber 30
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
Monroe County, Florida
Assessed Value and Estimated Actual Value ot Taxable Property
For Last Ten Fiscal Years
Residential
Property
N/A
N/A
N/A
N/A
N/A
$9,707,330,204
11,388,166,555
14,084,761,001
17,419,554,907
21,987,248,461
Real Property
Commercial
Property
N/A
N/A
N/A
N/A
N/A
$5,771,654,443
6,038,712,194
6,335,756,339
8,117,316,077
8,515,526,423
Conunercial
Personal
Property
N/A
N/A
N/A
N/A
N/A
$685,978,755
673,290,788
669,026,769
707,161,448
771,401,532
Less: Tax
Exempt
Property
N/A
N/A
N/A
N/A
N/A
$4,841,248,319
5,416,336,535
6,382,682,766
8,908,126,876
10,526,309,471
Total Taxable
Assessed Value
$7,326,361,058
7,855,025,891
8,314,435,377
9,075,159,549
9,958,877,321
11,323,715,083
12,683,833,002
14,706,861,343
17,335,905,556
21,747,866,945
Total
Direct
Tax Rate
7.2919
7.1878
6.6586
6.1737
5.3325
5.0060
4.7584
4.3811
4.D413
3.5619
Source: Monroe County, Florida Comprehensive Annual Finandal Report tor the year ended
September 30, 2006.
Assessed values used are net taxable values aHer deducting allowable statutory exemptions.
Property is assessed as at January 1st and taxes based on those assessments are levied and become due on
the following Novetnber 1 st. Therefore, asseSSll1ents and levies applicable to a certain tax year are
collected in the fiscal year ending during the next succeeding calendar year. Estimated actual value for
each tax year i's equal to the assessed value. The ratio of total assessed to the total estimated actual value
is 100% for each tax year.
{2S0U9jOOl/001966"7.DOCv3}
[Remainder of page intentionally leH blank J
A~6
Monroe County, Florida
Aggregate Millage Rates
For Last Ten Tax Years
Tax Year
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
Operating
7.2919
7.1878
6.6586
6.1737
5.3325
5.0060
4.7584
4.3811
4.0413
3.5619
Debt Service
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
County millage consists of the General Revenue Fund, the Fine and Forfeiture Fund, the Health
Clinic and the General Purpose Fund. Property is assessed as of January 1st and the taxes based on those
assessments are levied according to the tax rate in effect during that tax year and become due on
November 1st. Therefore, assessments and tax levies applicable to a certain tax year are collected in the
fiscal year ending during the following calendar year. Monroe County does not have outstanding debt
funded by ad valorem taxes.
Source: Monroe County, Florida Comprehensive Annual Financial Report for the fiscal year ended
September 30, 2006.
Property Tax Reform
[TO COME]
[Remainder of page intentionally left blank]
{2S009/001/00196637.DOCvJ}
A-7
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Monroe County, Florida
Ten Largest Taxpayers
Taxpayer
Bell South/Southern Bel1
Fla. Keys Electric Co-Op
Casa Marina Owner LLC
Windward Point LLC
Galleon Condo. Assoc.
Cheeca Holdings LLC
Tannex Development Corp.
Hawk's Cay Investors L TO
Pier House Joint Venture
KW Beach Suites L TO
Assessed Value
$73,458,624
72,406,440
45,887,445
43,709,650
42,086,530
32,816,249
32,349,480
28,325,854
27,176,268
22,000,000
$420,216,540
Percentage of
Total Taxable
Assessed Value
0.34 %
0.33
0.21
0,20
0.19
(U5
0.15
0.13
0.12
0.10
1.93%
Source: Monroe County, Florida Comprehensive Annual Financial Report for the year ended
September 30,2006.
Monroe County, Florida
Ratio of Net General Bonded Debt
To Assessed Value and Net Bonded Debt Per Capita
Monroe County does not have any general bonded debt as of September 30,2006,
Monroe County, Florida
Computation of Direct Underlying and Overlapping Debt
September 30, 2006
Monroe County does not have any direct and overlapping governmental activities debt as of
September 30, 2006.
{25009/001/00196637.DOCv3}
[Remainder of page intentionally left blank]
A-8
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Economy and Tourism
International and domestic tourism remains an important eCOllOlnic factor in Monroe County.
The tropical climate together with the recreational water activities makes the Florida Keys and Key West
a major tourist area. Further evidence of the importance of the tourist industty is that of the top ten
taxpayers in Monroe County, eight are hotels.
Tourist tax revenues decreased in fiscal year ended September 30, 2006 by 2% from the prior
fiscal year to $13,781,806. Lodging units in Monroe County are romprised of 186 hotels/motels/resorts
with 8,263 units, 56 bed and breakfast/guesthouse/inn fadlities with 502 units, 87 seasonal rental/realtor
rentals with 2,434 units and 21 campground/RV parks with 2,410 units for a total of 350 properties with
13,609 units. The occupancy rate for calendar year 2006 decreased by 3.5% over calendar year 2005.
However, average daily room rate increased by 9.9% for the same period. The table below provides
annual occupancy rates and annual average daily rates for the last five years.
Monroe County, Florida
Annual Occupancy Rates and
Annual Average Daily Rates
Occupancy Rate
Average Daily Rate
2002
68.001rJ
$137.02
2003
72.2%
$141.61
2004
71.2%
$153.89
2005
70.0%
$164.24
2006
66.5%
$180.48
Source: Monroe County Tourist Development Cound!.
[Remainder of page intentionally left blank]
{25009!OOl/00196637.DOC \' 3}
A-I0
Monroe County, Florida
Average Monthly Employment by Major Sector
2004 and 2005
Sector
2004
Agriculture, forestry, fishing and hunting
Mining
Utilities
Construction
Manufacturing
Wholesale trade
Retail trade
Transportation and warehousing
Information
Finance and Insurance
Real estate and rental and leasing
Professional, scientific and technical services
Management companies and enterprises
Administration and support
Educational st~rvices
Health care and social assistance
Arts, entertainment and recreation
Accommodation and food services
Other
Unclassified
Total all industries
108
N/A
N/A
2,034
305
493
5,475
799
451
1,178
1,008
1,069
86
1,491
296
2,331
1,072
10,688
1,302
---12
30,375
2005
100
N/A
187
2,212
285
520
5,466
775
475
1,220
1,083
1,056
102
1,317
282
2,213
1,118
10,041
1,472
--1Q
29,935
N/A Not available
Source: Florida Statistical Abstract 2006, Bureau of Economic and Business Research, University of
Florida.
[Remainder of page intentionally left blank]
[25009/001 /00196617.DOCv3 [
A-11
Employment
Monroe County has consistently trailed the State in unemployment for each of the past ten years
as shown in the table below.
Year
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
Labor
Force
44,401
45,505
45,979
45,816
44,604
48,196
47,908
46,590
45,662
44,699
Employment
Monroe County
Employment
43,355
44,446
44,769
44,793
43,705
46,947
46,560
44,964
44,142
43,372
Unemployment
1,D46
1,059
1,210
1,023
899
1,249
1,348
1,626
1,520
1,327
County
Unemployment
Rate
2.4
2.3
2.6
2.2
2.0
2.6
2.8
3.5
3.3
3.0
State
Unemployment
Rate
4.5
4.8
4.3
3.9
3.6
4.8
5.5
5.3
4.8
3.8
N/A Not available
Source: Florida Statistical Abstract 2006, Bureau of Economic and Business Research, University of
Florida.
Yea[
1995
1996
1997
1998
1999
2000
2001
2002
20m
20().4l
Per Capita Personal Income
Monroe County, Florida and United States
(rounded to dollars)
Monroe County
$26,821
28,069
29,668
32,596
33,419
37,009
37,159
37,029
37,966
40,203
State of Florida
$22,691
23,655
24,502
25,987
26,894
28,509
29,273
29,709
30,128
31,469
United States
$23,076
24,175
25,334
26,883
27,939
29,845
30,574
3D,81O
31,484
33,050
Source: Florida Statistical Abstract 2006, Bureau of Economic and Business Research, University of
Florida.
{2S009/001!00196637.DOCv3 }
A-12
Yearly Sales Comparison
Monroe County, Florida
(in millions)
Gross Sales
Percent Taxable Sales Taxable Sales
Year Gross Sales Change Taxable Sales Percent Change as % of Gross
1996 $2,300.8 8.7% $1,500.9 2.9% 65.2%
1997 2,480.5 7.8 1,703.8 13.5 68.7
1998 2,589.2 4.4 1,794.2 5.3 69.3
1999 2,842.2 9.8 1,955.3 9.0 68.8
2000 3,011.4 6.0 2,074.5 6.1 68.9
2001 3,073.4 2.1 2,115.1 2.0 68.8
2002 3,102.5 0.9 2,120.3 0.2 68.3
2003 3,156.5 1.7 2,171.5 2.4 68.8
2004 3,364.3 6.6 2,299.3 5.9 68.3
2005 3,654.7 8.6 2,434.1 5.9 66.6
Source: Florida Statistical Abstract 2006, Bureau of Economic and Business Research, University of
Florida.
Education
The County is served by The School Board of Monroe County. The School Board maintains 12
schools servmg grades kindergarten through 12, with 636 Instructional staff members and 61
Administrative staff members. For the school year 2005-2006, the school system served 8,421 children.
The County maintains a public library, which was the first public library established in south Florida.
The library includes five facilities and houses a total of 201,469 books.
[Remainder of page intentionally left blank]
{25009/001l00196617.DOCv3}
A-13
Risk Management
The County is exposed to various risks of loss related to tort; theft of, damage to, and destruction
of assets; errors and omissions; injuries to employees; and natural disasters. During the fiscal years
ended 1976, 1984 and 1988, the County established the Worker's Compensation, Group Insurance and
Risk Management Funds, respectivcly, as internal service funds to account for and finance its uninsured
risks of loss, Under these programs, the Worker's Compensation provides $1,000,000 coverage per claim,
The Group Insurance Fund provides self insured excess claims. Risk Management has a $5,000,000 excess
insurance policy for general liability claims with a $100,000 self-insured retention, and building property
damage is covered for the actual value of the building with a deductible between $100,000 and $250,000.
Deductibles for windstorm and flood vary by location. The Board purchases commercial insurance for
claims in excess of coverage provided by the funds and for all other risks of loss. Settled claims have not
exceeded this commercial coverage in any of the past three years.
All funds of the County participate in the programs and make payments to the Worker's Compensation,
Group Insurance and Risk Management Funds based on estimates of the amounts needed to pay prior
and current year claims. The claims liabilities reported at September 30, 2006 are based on the
requirements of Governmental Accounting Standards Board Statement No. 10, which requires that a
liability for claims be reported if information prior to the issuance of the financial statements indicates
that it is probable that a liability has been incurred at the date of the financial statements and the amount
of the loss can be reasonably estimated.
Worker' 5 Group Risk
Compensation Insurance Management Total
Balance at September 30, 2004 $1,000,000 $3,307,897 $1,501,607 $5,809,504
Current year claims and changes
in estimates 1,699,116 10,319,303 85,264 12,103,683
Claim payments (966,864) (10531.409) (85.264) (11,583,537)
Balance at September 30, 2005 1,732,252 3,095,791 1,501,607 6,329,650
Current year claims and changes
in estimates 2,033,326 10,308,270 294,353 12,635,949
Claim payments (1,903,711 ) (10,311.580) (294,353) (12,509 ,644)
Balance at September 30, 2006 $1,861.867 $3,092,481 $1,501,607 $6,455,955
Florida Retirement System
Substantially all full-time County employees are participants in the Florida Retirement System
("FRS"), a multiple-employer, cost-sharing public employees defined benefit retirement system
administered by the Florida Department of Administration, 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 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 605, Florida Administrative Code, Amendments to the law
can be made only by act of the Florida Legislature.
{25009l00lj00196637.DOCv3}
A-14
The FRS provides for vesting of benefits after 6 years of credited service. Normal retirement
benefits are available to employees who retire at or after age 62 with 6 or more years of service. Early
retirement is available after 6 years of service with a 5% reduction in benefits for each year prior to the
nonnal retirelnent age. Retirement benefits arc based on age, average compensation and years-af-service
credit where average compensation is computed as the average of an individual's five highest years of
earnings.
The Florida Division of Retirement issues a publicly available financial report that includes
financial statements and required supplementary information for the FRS. The report may be obtained in
writing to Florida Division of Retirement, 2639 Monroe Street, Building C, Tallahassee, Florida
32399-1560, or from the website www.frs.state.fl.us.
The FRS is noncontributory for members. Participating employer contributions are based upon
state-wide rates established by the State of Florida. These rates are applied to employee salaries as
follows: regular employees 9.85%, special risk employees 20.92%, special risk administrative support
12.55%, elected officials 16.53%, senior management 13.12% and DROP participants 10.91%.
The County contributed to the plan an amount equal to 7.50% of covered payroll during the fiscal
year ended September 30, 2006. The County's contributions made during the years ended September 30,
2006, 2005 and 2004 were $8,206,747, $6,866,565 and $6,170,058, respectively, equal to the required
contribution requirements for each year. Therefore, the County does not have a pension asset or liability
as determined in accordance with GASB Statement No. 27.
Other Postemployment Benefit Plans
[TO COME]
(25009/001/00196637 .DOC\' 3}
A-15
APPENDIX B
GENERAL PURPOSE AUDITED FINANCIAL STATEMENTS OF THE COUNTY
{2GOO~)/OOl/00 1!-l{:iG37.DOC;v3}
{2S009/00 1/00 1966.37. DOCv3}
APPENDIX C
COMPOSITE OF THE RESOLUTION
{2S00H/OO 1100 196637 .DOC;vB}
APPENDIX D
SPECIMEN BOND INSURANCE POLICY
{25009/00 1/00 I g()6a7 .DOCv3}
APPENDIX E
FORM OF BOND COUNSEL OPINION
APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
{25000/00 I /00 106E,;~7 .DOCv;~}
EXHIBIT D
FORM OF CONTINUING DISCLOSURE CERTIFICATE
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by
Monroe County, Florida (the "Issuer") in connection with the issuance of its $ Infrastructure Sales
Surtax Revenue Bonds, Series 2007 (the "Bonds"). The Bonds arc being issued pursuant to Resolution No. 077-
2003 adopted by the Board of County Commissioners of the Issuer (the "Board) on February 19, 2003, as
amended and supplemented by Resolution No. _-2007 adopted by the Board on . 2007
(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 of the Bonds and in
order to assist the Participating Underwriters in complying with the continuing disclosure requirements of
Securities and Exchange Commission Rule 15c2-12.
SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to
any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described
in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through
nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income
tax purposes.
"Central Post Office" shall mean any central filing location described in Exhibit B hereto and any
additional central filing location hereafter designated by the Securities and Exchange Commission as a
location that satisfies the Rule.
"Dissenlination 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.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.
"National Repository" shall mean any Nationally Recognized Municipal Securities Information
Repository for purposes of the Rule. The National Repositories currently approved by the Securities and
Exchange Commission are set forth in Exhibit B.
"PartiCilpating 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 National Repository and each State Repository and shall include any
other entity authorized and approved by the Securities and Exchange Commission to act as a central post
office for purposes of complying with the Rule.
[25009/001/00196635.DOCv4)
1
"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 tinle.
"State" shall mean the State of Florida.
"State Repository" shall mean any public or private repositOlY or entity designated by the State as a
state information depositOlY for the purpose of the Rule and recognized as such by the Securities and
Exchange Commission. As of the date of this Certificate, there is no State Repository.
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, 2008 with respect to the report for the 2007 fiscal year, provide to each Repository an
Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The
Annual Report may be submitted as a single document or as separate documents comprising a package, and
may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that
the audited financial statements of the Issuer may be submitted separately from the balance of the Annual
Report and later than the date required above for the filing of the Annual Report if they are not available by
that date provided, further, in such event unaudited financial statements are required to be delivered as part
of the Annual Report in accordance with Section 4(a) below. If the Issuer's fiscal year changes, it shall give
notice of such change in the same manner as for a Listed Event under Section 5(c).
(b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above, the Issuer
shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable
to provide to the Repositories an Annual Report by the date required in subsection (a), the Issuer shall send a
notice to (i) each National Repository or the Municipal Securities Rulemaking Board, and (ii) the State
Repository, in substantially the form attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name and
address of each National Repository, the State RepositOlY, if any; provided, however, if the filing is to
be made through the Central Post Office pursuant to Section 6 below, the Dissemination Agent need
only determine the name and address of the Central Post Office; and
(ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer
certifYling that the Annual Report has been provided pursuant to this Disclosure Certificate, stating
the date it was provided and listing all the Repositories, or the name of the Central Post Office in the
event the filing is made through the Central Post Office, to which it was provided.
SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's AlUmal RepOlt 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
[25009/001/001966.15. DOCv4}
2
shall contain unaudited financial statements in a format similar to the financial statements contained in the
final Offidal Statement dated ,2007 (the "Offidal Statement"), and the audited finandal
statements shall be filed in the same manner as the Annual Report when they become available; and
(b) updates to the following historical finandal information and operating data presented in
tabular form in the Official Statement entitled ""HISTORICAL POPULATION DISTRIBUTION FACTORS
FOR INCORPORATED AND UNINCORPORATED MONROE COUNTY," "MONROE COUNTY, FLORIDA
I IISTORICAL INFRASTRUCTURE SALES SURTAX REVENUES" and "MONROE COUNTY, FLORIDA PRO
FORMA DEBT SERVICE COVERAGE."
The information provided under Section 4(b) may be induded by spedfic reference to other
documents, including official statements of debt issues of the Issuer or related public entities, which have
been submitted to each of the Repositories, either directly or through the Central Post Office, or the Securities
and Exchange Commission. If the document induded by reference is a final official statement, it must be
available from the Munidpal Securities Rulemaking Board, The Issuer shall clearly identify each such other
document so included by reference,
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, if material:
1, prindpal and interest payment delinquendes;
2. non-payment related defaults;
3. unscheduled draws on the debt selvice reserves reflecting finandal difficulties;
4. unscheduled draws on credit enhancements reflecting finandal difficulties;
5, substitution of credit or Iiquidi ty providers, or their failure to perform;
6. adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7, modifications to lights of the holders of the Bonds;
8. Bond calls (other than scheduled mandatory redemption);
9. defeasances;
10. release, substitution, or sale of property securing repayment of the Bonds;
11. ratings changes; and
12, notice of any failure on the part of the Issuer to meet the requirements of Section 3
hereoL
{2S009l001/00196H,. DOCv4}
3
(b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall
promptly detemline if such event would be material under applicable federal securities laws; provided,
however, that any event under clauses 4, 5, 6, 11 and 12 above shall always be deemed to be material.
(c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material
under applicable federal securities laws, the Issuer shall promptly file a notice of such occurrence with (i) each
National Repository or the Municipal Securities Rulemaking Board, and (ii) the State Repository.
SECTION 6. FILING THROUGH A CENTRAL POST OFFICE. Any filing made or notice provided by
the Issuer io accordance with this Certificate to if Central Post Office by electronic or other means shall satisfy
the requirements of this Certificate with respect to filings required to be made to all National Repositories and
the State Repository, and the Issuer shall not be required to make separate filings with the National
Repositories and the State Repositories, unless the Securities and Exchange Commission has withdrawn the
interpretive advice in its letter to the MAC dated September 2, 2004.
SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of
the Bonds or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final
maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed
Event under Section 5(c).
SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The
Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared
by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer.
SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate
may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it
Inay only be made in connection with a change in drcumstanccs that arises fron) 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.
{25009!OOl/00196615. DOCv4/
4
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
prindples, 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 finandal
statements, (i) notice of such change shall be given in the same manner as for il Listed Event under Section
5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in
narrative fonn and also, if feasible, in quantitative form) between the financial statenlellts as prepared on the
basis of the new accounting prindples 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 spedfically 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. In the event of a failure of the Issuer to comply with any provision of this
Disclosure Certificate, any holder or Benefidal Owner of the Bonds may take such actions as may be
necessary and appropriate, including seeking mandamus or specific petformance 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 Cedificate shall be an action to compel perfonnance. A default under this Disclosure Certificate
shall not be deemed an Event of Default under the Resolution.
SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The
Dissemination Agent shall have only such duties as are spedfically set forth in this Disclosure Certificate, and
the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and
agents, hallTIless against loss, expense and liabilities which it may incur arising out of or in the exercise or
performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees)
of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's
negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or
rCllloval of the Dissemination Agent and payment of the Bonds.
[Remainder of page intentionally left blank J
[25009/001/00196635. DOCv41
5
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:
.2007
MONROE COUNTY, FLORIDA
By:
Mayor, Board of County Commissioners
{2500~j(lOlj(lOI96n35. LlOCv4)
6
N atlle of Issuer:
Name of Bond Issue:
Date of Issuance:
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Monroe County, Florida
Infrastructure Sales Surtax Revenue Bonds, Series 2007
,2007
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-
named Bonds as required by Sections 3 and 4(b) of the Continuing Disclosure Certificate dated as of
, 2007, The Issuer antidpates that the Annual Report will be filed by
Dated:
{25009jOO1l00196635.00Cv4}
MONROECOUNTY,FLOIDDA
By:
Noone:
Title:
A-I
EXHIBIT B
Any filing under this Certificate to any of the Repositories may be made solely by transmitting such filing to
the Texas Municipal Advisory Council (the "MAC) as the "Central Post Office" as such term is defined in the
Certificate and as provided at http://www.disdosureusa.orgunlesstheUnited States Securities and Exchange
Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004.
Nationally Recognized Municipal Seculities Information Repositories approved by the Securities and
Exchange Commission:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
http://ww\v.bl.)omberg.com!mar kets!rates!mu ni co
ntacts.html
Elnai1: MunistllJl3loomberg.colll
DPC Data Ine.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
http://www.MuniFILlNGS.com
Enlail: nnnsirraldpcdata.com
Interactive Data Pricing and Reference Data, Inc.
Attn: NRMSIR
100 William Street, 15'h Floor
New York, NY 10038
Phone: (212) 771-6999
Fax: (212) 771-7390
http://www.interactivedata-prd.com
Email: NRMSIR@interactivedata.com
Standard & Poor's Securities Evaluations, Ine.
55 Water Street, 45" Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
http:// \V w\ v.d i sclos u red; rectory .standa rdandpoors
.com
Email: nrl11s11.repnsitorY((lJsandp.co111
A list of names and addresses of all designated Nationally Recognized Municipal Seculities Information
Repositories as of any point in time is available by visiting the SECs website at
www .see. ~ov Iinfo/nluni dpal/nnnsir. hhll.
{25009j(lOlj00196635. DOCv4J
B-1
EXHIBIT E
FORM OF FINANCIAL GUARANTY AGREEMENT
FINANCIAL GUARANTY AGREEMENT
FH\ANCIAL GUARANTY AGREEMENT made a~ of [CLOSING DATE], by and between
[ISSUER] (the "Issuer") and MBIA Insumnee Corporation (the "Insurer"), organized under the laws of the
state of New York.
WITNESSETH:
WHEREAS, the Issuer has or will issue the Obligations; and
WHEREAS, pursuant to the krms of the Document the Issue1. agrees to make ct1tain payments on the
Obligations: and
WHEREAS, the Insurer will issue its Surety Bond, substantially in the t(>Jm set umh in Annex A to
111is Agreement, guaranteeing eeltain payments by 111e Issuer subject to the tenns and limitations of the
Surety Bond; and
WHEREAS, to induce the Insurer to issue the Surety Bond, the Issuer has agreed to pay the premium
for the Surety Bond and to reimburse the Insurcr Ulr all paymcnts made by the Insure>r under the Surety
Bond, all as more fully set forth in this Agreement; and
WHEREAS, dIe Issuer understands lhallhe Insurer expressly requires the delivery of this Agreement
as 1""1 of the consideratioll for the execution hy dIe Insurer ,,1' the Surety Bond; aneI
NOW. THEREFORE, in consideration of the premises and ,,1' the agreemcnts herein containcd and of
the execution of the Surety Bond, the Issuer and the Insurer agree as follows:
ARTICLE I
DEFINITIONS; SURETY BOND
Section 1.01. Q<iinj!Lons. The tenns whieh are capitalized herein shall have dlC mcunings specified
in Annex B hereto.
Section 1.02. Surety Bond.
(a) The Insurer will issuc the Surety Bond in accordanee with ,md subject to the tel111S and
conditllons ofthe Commitment.
(b) 111C maximum liability of the Insurer under the Surety Bond alld the coverage and lL>rm
dlereof shall be subject to and limited hy the tmlls and conditions of the Surety Bond,
Section 1.03. Premium. In consideration of the Insurer agreeing to issue the Surety Bond hereunder,
the Issuer hereby agrees to payor cause to be paid the PrerniWll set fOl'lh in Annex B hereto, The Premium
on dIe Surety Bond is not refundable for any reason,
Section 1.04. Certain Other Expenses. The Issuer will pay all rea,onable fees and disbursements of
the Insurer's special counsel related to any modification of this Agreement or the Surety Bond.
ARTICLE II
REIJ\.ffiURSEMENT AND INDEMNIFICATION
OBLIGATIONS OF ISSUER AND SECURITY THEREFOR
Section 2.0 I. Reimbursement for Pavments Under the Surety Bond and Exoenses: Indemnification.
(a) The Issuer will reimburse the Insurer, within the Reimbursement Period, without demand or
notice by d1e Insurer to the Issuer or any other person, to the extent of eaeh Surety Bond Payment
widl interest On each Surety Bond Payment frum and including the date made to the date of the
reimbursement at dIe lesser of dIe Reimbursement Rate or the maximum rate of interest pcnnitted by
111en applicable law.
(b) The Issuer also agrees to reimbtrrSe the Insurer immedIately and unconditionally upon
demand, to the extent pennitted by state law, f(Jr all rea~onablc expenses ineumxl by the Insurer in
connection with the Surety Bond and the enforcement by the Insurer of the Issuer's obligations under
tilis Agreement, tile Document, and any other document exceuted in connectIon with the issuanec of
the Obligations, together with ink'rest on all such expenses from and including the date incurred to
the date of payment at the rate set forth in subsection (a) oftilis Sc'Ction 2.0 I.
(c) The Issuer agrees to indemniJ)> the IilSmer, to the extent pmnitted by state law, against any
and all liability, claims, loss, costs, damages, fees of attomeys and other expenses which the Insurer
may sustain or inem hy reason of or in consequence of (i) the failure of the Issuer to peIionn or
comply Witil the covmants or conditions of this Agreement or (ii) reliance by the InsW"er upon
representations made by the Issuer or (iii) a default by the Issuer under the teIms of the Doewnent or
any other documents executed in connection with tile issuance of the Obligations.
(d) The Issuer agrecs that all amounts owing to the Insurer pursuant to Section 1.03 hereof and
tlJis Section 2.01 must be paid in full pnor to any optional redemption or refunding of the
Obligations.
(e) All payments made to the Insmer under tiJis Agreement shall be paid in lawful currency of
the Unill'd States in immediately available funds at the Insurer's office at 113 Kmg StR'et Ailllonk,
New York} 0504, Attention: Accounting and Instrred Portl()lio Management Departments, or at such
other place as shall be designated by the InSUK'..
Section 2.02. Allocation of Pavments. The Insum. and the Issuer hCTeby agree that each payment
received by the Insurer from or on behalf of the Issuer as a reimbursement to the Insurer as rC'(Iuired by
Section 2.0} hCTcof shall be applied hy the InsurcT first., toward payment of any unpaid premium; sccond,
toward repa:y111ent of the aggregate Surety Bond Pa~meI1ts made by the Insurer and not yet repaid, payment
of which will reinstate all or a portion of the SW"ety Bond Coverage to the extent of such repaymeI1t (but not
to exceed the Surety Bond Limit); and third, upon full reinstaternmt of the SW"ety Bond Coverage to the
Surety Bond Linlit., toward other amounts, including, "ithout limitation, any interest payable witil respect to
any Surety Bond Payments fuen due to fue Insurer.
Section 2.03. Sectrrity for Payments; InstrwneIlts of Further Assurance. To the eX!eIlt, but only to the
extent, that the DoeLUnent, or any related indenture, trust agreement, ordinance, resolution, mortgage,
security agreement or similar instIllment, if any, pledges to the Owners or any trustee tilercfor, or grants a
security interest or lien in or on any collateral, property, revenue or other payments ("Collateral and
Revenues") Jin ordeI. to secure the Obligations or provide a sow'cc of pay1l1ent lOr the Obligations, tile Issuer
hereby grants to the Insmer a secwity interest in or lien on, as the case may be, and pledges to tile hlSurcr all
such Collateral and ReveI1ues as security for payment of all amounts due hereLUJdeI. and under the
Document or any other document executed in colillection with the issuance of the Obligations, which
security interest, lieIl and/or pledge created or granted under this Section 2.03 shall be subordinate only to
the interests of the Owners and any trustee therefor in such Collateral and ReveIlUes, except as oth~ise
provided. llle Issuer agrees that it will, fi'om time tn time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, any and all financing statements, if applicahle, and all other further
insbuments as may be required by law or a~ shall reasonably be requested hy the Insurer for the perfection
of the security interest, if any, granted under fuis Section 2.01 and lor the preservation and protection of all
rights offue Jlnsurerunder fuis Section 2.03.
Section 2.04. Unconditional Obligation. The obligations hereunder are absolute and unconditional
and will be paid or perfOillled strietiy in accordance with this Agreement, subject to the linlitations of the
Document., ilTespective of:
(a) any lack of validity or enforceability of, or any amendment or other modification of, or
waiver with respect to fue Obligations, the Document or any other doeumeI1t executed in connectIon
wifu the issuance of the Obligations; or
(b) any exchange, releast: or nonp<."Tfection of any secwity intl.,.est in property securing fue
Obligations or tiJis Agr=nent or any obligation.s hereWlder; or
(c) any circwnstances that might otherwisc constitute a defense available to, or discharge of, the
Issucr willl respcct to the Obligations, the Document or any other document cxecuted in connection
withtlle issuance ofthe Obligations; or
(d) whether or not such obligations are wntingcnl or maturcd, disputed or undisputed, liquidate xl
or unliquidated.
Section 2.05. InsUrel'S Rights. The Issuer shall repay 1l1e Insurer to the extent of payments made and
expenses incurred by the Insurer in colmection with the Obligations and 1l1is Agreemcnt. Thc obligation of
the Issucr to repay such amounts shall be subordinate only to thc rights of thc Owners to receive regularly
scheduled principal and interest on the Obligations.
Section 2.06. On-Going: Infonnation Obligations of!ssuer.
(a) Onarterlv Reoorts. The Issuer will provide to thc Insurer within 45 days ofthc close of each
quarter interim /inaneial statements covering all fimd balances under the Document, a statement of
operations (income statement), balance sheet and changes in fund balances. Thesc statements need
not be audited by an independent certified public accountlmt, but if any audited statements arc
produced, they must be provided to the Insurer;
(b) Annual RqJorts. TIle Issue~' will provide to the Insurer annual financial statements audited
by an independent CL>rtified public accountant within 90 days of the end of each fiscal year;
(c) Access to Facilities. Books and Recor9~. Thc IssUc1' will gnmt the Insurer reasonable access
to the project financed by the Obligations and will make available to the Insurer, at reasonable times
and upon reasonable notice all books and records relative to the project financcd by the Obligations;
and
(d) Compliance Certificate. On an IUmual basis tile Issuer will provide to the Insurer a certificate
confirming complilUlce with all covenlUlts IUld obligations hereunder IUld under the Revenue
Agreement, the Document or IU1Y other dOCWlle!lt executed in connection with the iSSUlUlce of the
Obligations.
ARTICLE III
AMENDMENTS TO DOCUMENT
So long as this AgreCl11ent is in eltect, the Issuer agrees that it will not agree to amCl1d the DocW11ent or
any other document executed in connection with the issuance of the Ohligations, without the prior written
consent of the Insurer.
ARTICLE IV
EVENTS OF DEI<'AUL T; REMEDIES
Section 4.0 I. EvCl1ts of Default. The following cvents shall constitute Evcnts of Default hercunder:
(a) The Issuer shall fail to pay to 1l1e Insurer when due IU1Y amount payable under Sections 1.03;
or
(b) The Issuer shall fail to pay to the Insurer any amount payable under Sections 1.04 and 2.01
hcrcof and such failure shall have continued for a period in excess of the Reimbursement Period; or
(c) Any material representation or WllITdIlty made by the Issuer Wlder Ilie Docwnent or
herelUlder or any state!nent in the application for the Surety Bond or lUly report, certificate, finlUlcial
statement, docurnCllt or other instrwnent provided in connection witl1 Ilie Commitment, the Surety
Bond, the Obligations, or herewith shall have been materially fulse at tile time when made; or
(d) Except as otherwise provided in this Section 4.01, the ISSUe!' shall fail to penform any of its
other obligations Wlder tile DoewnCllt, or any other docwnent executed in connection with the
issuance ofthe Obligations, or hereWlder, provided that such failure continues for more than 30 days
after receipt by the Issuer of "Titten notice of such failure to perfonn: or
(e) 1be Issuer shall (i) voluntarily commence any proceeding or file any petition seeking relief
under the United States Bankruptcy Code or any other Federal, state or ti]rcign banklllptcy,
insolvency or similar law, (ii) consent to the institution ot; or Jail to controvel1 in a timely and
appropriate manner, any such proceeding or the filing of any such petition, (iii) apply filr or consent to
the appointment of a receiver, bustee, custodian, sequc;trator or similar official Jilr such party or for a
substantial palt of its property, (iv) file an answer admitting the matcrial allegations ofa petition filed
against it in allY such proceeding, (v) make a general a,signment for the benefit of creditors, (vi)
become unable, admit in writing its inability or fail generally to pay its debts as they becomc due or
(vii) take action for the purpose of effecting any oftbe fiJregoing; or
(1) An involuntalY proceeding shall be commenclu or all involuntrny petition shall be fikd in a
cowt of oompetentjurisdiction seeking (i) relief in respect of the Issuer, orofa substalltial part of its
property, wlder the United States Bankruptcy Code or any odler Fedl'l'al, state or foreign bankruptcy,
insolvency or similar law or (ii) the appointment of a receiver, trustee, custodiall, sl'questrator or
similar offil'ial filr dle Issuer or for a substantial part of its propl'l1y, alld such proceeding or petition
shall oontinlle undismissed for 60 days or all order or decree approving or ordering allY of the
foregoing shall ocntinlle unstayed and in effect for 30 days,
Section 4,02. ~m<,X,lies. If an Event of Default shall oceur alld bc oontmuing, then tile Insurer may
takc whatever action at law or in equity may appear necessmy or desirabk to oolleet thc amounL, then due
alld thereafter to beocme due under dlis Agreement or to enfilrcc perfonnance of allY obligation ofthe Issuer
to the Insun~' under the Document or allY related instrument, and any ohligation, agrccment or covenant of
dle Issuer under this Agreeml'l1t; provided, however, that the Insurer may not take any action to direct or
require acceleration or other early redemption of the Obligations or advl~"cly affect the rights of the
Owners. In addition, if an Event of Detault shall oceur due to the tailur-e to pay to the Insurer the amowlts
due under Section l,03 hereot; the Insurer shall have the right to cancel tlle Surety Bond in accordancc with
its tenns. All rights alld remedies of tile Insurer wlder this Section 4.02 are cumulative mld thc exercise of
anyone remedy does not preclude the exercise of one or more of the other available remedies,
ARTICLE V
SETTLEMENT
TIle Insurer shall have the exclusive right to decide and detennine whether any claim, liability, suit or
judgment made or brought against the Insurer, the Issuer or any other party on the Surety Bond shall or shall
not be paid, oompromised, resisted, defended, tried or appealed, and tile Insurer's decision thereon, if made
in good faith, shall be final and binding upon the InsW'er, the Issuer and any other party on the Surety Bond.
An itemized statement of payments made by dle Insurer, certified by an officer of the Insurer, or the voucher
or vouchers for such payments, shall be prima facie evidence of the liability of the Issuer, and ifdle Issuer
fails to immediately rein1burse the Insurer upon the receipt of such statement of payments, interest shall be
oomputed on such amount from the date of any payment made by the Insurer at the rate set forth in
subsection (a) of Section 2.0] hereof
ARTICLE VI
MISCELLANEOUS
Section 6.01, Interest ComDutations. All computations of lllterest due hereunder shall be made on the
basis of the aetualnumber of days elapsed over a year of360 days.
Section 6,02, Exercise of Rights. No failure or delay on the part of the Insurer to exercise any right,
power or plivilege wlder dlis Agreement and no COLrrSe of dealing between the Insurer and the Issuer or any
other party shall operate as a waiver of allY such right, power or privilege, nor shall any single or pmial
exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise
of allY other right, power or privilege. The rights and renedies herein expressly provided are cumulative
and not exclusive of any rights or remedies which dle Insurer would otherwise have pursuant to law or
equity. No notice to or denland on allY party in mlY case shall entide such party to allY other or further notice
or demand in similar or other circumstallces, or oonstitute a waiver of the right of tile other party to any
other or further action in any circumstances without notice or demmld,
Section 6.03. Amendment and Waiver. Any provision of this AIo'feement may be amended, waival,
supplemented, discharged or tenninated only with the plioI' written consent of the Issuer and the Insurer.
111e Issuer herchy agrees that upon the written request ofthc Paying Agcnt, thc losurer may make or consent
to issue any substitute for the Surety Bond to cure any ambilo>uity or fonnal detect or omission in the Surety
Bond which does not materially change the teons of the Surety Bond nor adversely affect the rights of the
Owners, and this Agreement shall apply to such substituted surety bond. The Insurcr alo'feL'S to deliver to the
Issuer and to the company or companies, if any, rating the Ohligations. a copy of such substituted surety
bond.
Section 6.04. Successors and Assigns; Desenptive Headings.
(3) 111is Agreement shall hind, and the benefits thereof shall inure to. tile Issuer and the Insurer
and their respective successors and assigns; provided, that the Issuer may not transfer or assign any OJ
all of its rights and ohligations hercunder without the prior written consent of ti,e Insurer.
(b) 111e descriptive headings of the various provisions of this Agreement are inserted for
convenience of referenee only and shall not be deemal to affect the meaning or consl1uetion of any
ofthe pro\isions hereof
Section 6.05. Other Sureties. ]fthe [nsw'er shall procure any other surety to reinsure ti,e Surety Bond,
this Agreernent shallmure to the benefit of such other surcty, its successors and assigns. so as to give to it a
direct right of action against the Issuer to enforce tilis AgrL'Lmmt, and "the Insurer." wherever used hereiu,
shall be deemed to include such reinsuring surety, as its resl\CCtive interests may appear.
Section 6'<J6. Signature on Bond. The IsslIeI's liability shall not be affected by its tClilure to sign the
Surety Bond nor by any claim that other indemnity or seeUlity was to have been obtaincxl nor by the release
of any indemnity, nor the retunl or exchange of any collateral that may have been obtainal.
Section 6.07. Waiver. The Issuer WaIves any defcnse that this Agreement was executed subsequent
to the date of the Surety Bond, admitting and covenanting tilat such Surety Bond was executed pursuant to
the Issuers request and in reliance on thc Issuers promise to execute this Agreement.
Section 6.08. Notices, ReQuests. Demands. Except as otherwise expressly provided herein, all
writtt.ll notices, requests, demands or other communications to or upon the respective parties hereto shall be
deemed to have been giVell or made when actually received, or in the case of telex or telecopier notice sent
over a telex or a telecopier machine owned or opemted by a party hereto. when sent, addressed as specified
below or at such othe1' address as any of the parties may hereafter specifY in \Vliting to the others:
Ifto the Issuer: [ISSUER]
[STREET ADDRESS]
[CITY, STATE ZIP]
Attention: [PERSON AT ISSUER]
]1' to tile Paying Agent: [P A YlNG AGENT]
Attention: COlporate Trust Ollicer
]1' to the Insurer: MBIA InsuraIlee Corporation
] 13 King Street
Annonk, New York 10504
Attention: Insured Portfolio
Management Group
Section 6.09. Survival of Representations and Warranti~. All representations, wammties and
obligations contained herein shall survive the execution and delivery of this Agreement and the Surety
Bond.
Section 6.10. Govcming Law. This Agreement and the rights and obligations of the parties undel' tllis
Ab'fecment shall be governed by and construed and interpreted in accordance with the laws of the State.
Section 6.1 I. Countcrparts. This Agreement may be executed in any number of copies and by the
different parties hel'eto on the same or separate counterparts, each of which shall be deemed to be all original
instrument. Complete counterparts of this AIo'fCCl11ent shall be lodged with the Issuer and tile Insurer.
Section 6.12. Severability. In the event any provision of this Agrccmcnt shall be beld invalid or
unenforceable by any court of competcnt jurisdiction, such holding shall not invalidate or rendcr
uncnforceable any other provision hereof.
Section 6.13. Survival of Obligations. Notwithstanding anything to the cono.aty contained in this
Agrc'Cment. thc obligation of the Issuer to pay all atll0W1ts due hereunder and the rights of the Insurer to
pursue all remedies shall survive the expiration, tennination or substitution of the Surety Bond 311(1 this
Agreement
IN WITNESS WHEREOF, each ofthe parties hcrcto has caused a countcrpati ofthis A6'feement to be
duly executed and delivered as ofthe date first above Wlitten.
[ISSUER]
By:
Title:
MBlA Insurance Corporation
--~~""'------ --..--.--..-----...---.--........--.-....
President
Attest
Assistrul( Secretary
ANNEX A
DEBT SERVICE RESERVE
SURETY BOND
MBIA Insurance Corporation
Armonk, New York 10504
Surety Bond No. [POLlCY NO.]
MBIA Insurance Corporation (the "Insurer"), in consideration of the payment of the premIUm and subject 10
the terms of this Surety Bond, hereby unconditionally and irrevocably guarantees the full and complete payments
thaI are to be applied 10 payment of principal of and interest on the Obligntions (as hereinaner defined) ,md that are
required to be made by or on behalf of [NAME OF ISSUER] (the "Issuer") under the [TITLE or THE
DOCUMENT] (the "Document") to [NAME OF PAYING AGEN 11. (the "l'aYlllg Agent"). as slIch payments arc
due but shall not be so paid, in connection with the issuance by the Issuer of [T1TLE OF THE OBLIGATIONS] (the
"Obligations"), provided, that the amount available hereunder f{n- payrnelll pllrSll<HlI to anyone Demand for P<tyment
(as hcreinaft(T defined) shall not exceed [a: FIXED COVERA.GE [Dollar Amount of Coverage] or the debt service
reserve fund Jrequircment for the ObligatJOns, \vhichever is less (the "Surety Bond Lima"): provided, further, that the
amount available at any particular time to be paid to the Paying Agent under the terms hereof (the "Surety Bond
Coverage") shall he reduced and mily be rein:-:.tated from timt' to lime dS sl't forth hen.'lJl_l Of [b: VARIABLE
COVERAGE the aruma! amount set forth for the applicahlc hond y(:af on Exhibit A Mtached hereto (the "Surel)'
Bond Limit"}: provided, further, that the amount available at any particubr time to be paid to lhe Paying Agent
ulld('r the tenns hereof (the "Surety Bond Coverage") shall be reduced and may be reinstated from time 10 time as
set forth herein.!
1. As used herein, the tenn "Owner" shall mean the registered O\Hler of any Obligation as indicated in the
bouks maintained by the applicable paying agt'llt, the Issuer or nny designee of the Issuer for such purpose. The
term "Owner" shall not include the Issuer or any person or entity whose obligation Of obligations by agreement
constitute the underlying security or source of payment for the Obligations.
2, Upon the later of: (i) three (3) days after receipt by the Insurer of a demand for payment in the form
attached hereto as Attaclunent I (the "Demand for Payment"), duly executed by the Paying Agent; or (ii) the
payment date of the Obligations a:o> specified in the Demand for Payment presented by the Paying Agent to the
Insurer, the Insurer will make a deposit of funds in an account with U.S. Bank Trusl Natiollal Association, in Ncv,'
York. New York. or it:> successor, sufficient for the payment to thc Paying Agent of amounts that are then due 10 the
Paying Agent (as specified in the Demand for Payment) subject to the Surety Bond Coverage.
3. Demand for Payment hereunder may be made by prepaid ICJccopy, telex, TWX or telegram of the
executed Demand for Payment cia the Insurer. If a Demand for Payment made hereunder does not, in any instance.
confonn to the terms and conditions of this Surety Bond, the Insurer shall give notice to the Paying Agent as
promptly as reasonably practicable, that such Demand for Payment was not effected in accordance with the temlS
and conditions of this Surety Bond and briefly state the reason(s) therefor. Upon being notified that such Demand
for Payment was not effected in accordance with this Surety Bond, the Paying Agent may attempt to correct any
such nonconforming Demand for Payment if, and to the extent that the Paying Agent is entitled and able to do so.
4. The- amount payable by the Insurer under this Surety Bond pursuant to a particular Demand for Payment
shall be limited to the Surety Bond Coverage. The Surety Bond Coverage shall be reduced automatically to (he
extent of each payment made by the Insurer hereunder and will be reinstated to the extent of each reimbursement of
the Insurer pursuant to the provisions of Article II of the Financial Guaranty Agreement dated the date hereof
between the Insurer and the [ISSUER OR OBLIGOR] (the "Financial Guaranty Agreement"); provided, [ANNUAL
PREMIUM OPTION: that no premium is due and unpaid on this SurelY Bond and] that in no event shall such
reinstatement exceed the Surety Bond Limit. The Insurer will notify the Paying Agent, in \\'fiting within five (5)
days of such r~~imbursement, that the Surety Bond Coverage has been reinstated to the extent of such reimbursement
pursuant to the Financial Guaranty Agreement and such reinstatement shall be effective as of the date the Insurer
giVl~S such notice. The notice to the Paying Agent will be substantial1y in the form attached hereto as Attachment 2,
5, Any service of proce~s on the Insurer or notice to the Insurer may be made to the Insurer at its oflices
located all13 King Streel, Armonk, New York ]0504 and such service of process shall be vaJjd and binding,
6. The tenn of this Surety Bond shall expire [ANNUAL PREMIUlvl OPTION: .unless cancel It'd punmant to
paragraph 9 JlcreoC] on the earlier of (i) [MATURITY DA TEl (the maturity date of the Obligations bcmg currently
issued), or (ii) the date on which the Issuer has made all payments n~quired 10 be made on Ihe Obligations pursuant to
the DOCUmellt.
7, The premium payable on this Surety Rond is 1101 refundahle for any reiiSOIl, including thc payment prior to
maturity of the Obligations,
8. fOPTIOJ'.."AL FIRST SENTENCE: This Surcty Bond shall he governed by and interpreted under the laws
of the Slate of (ST ATE)]. Any suit hercunder in connection with any payment may be brought only by the Paying
Agent within [lor 3 years] after (i) a Demand for Payment with respect to such payment, is made pursuant to the
ternlS of this Surety Bond and the Insurer has failed to make such payment, or (ii) payment would otherwise have
been due hereunder but ftlr the failure nn the part of the Paying A:J:ent to ocliver to lhe Insurer a Demand for
Pnymcnl pursuant to the tcmlS of this Surety Bond, whichever is earlicL
[NOS. 9 and 11 arc OPTIONAL]
9. Subject to the tenns of the Document, the Issuer shall have the right upon 30 days prior written notice 10
the Insurer and the Paying Agent, to temlinaLe this Surety Rond In the evelll of i:\ failure by the Issuer to pay the
premium due on this Surety Bond pursuant to the terms of the Financial Guaranty Agreement, the lnsun:r shall have
the right upon [No. of daysJ days prior written notice to the Issuer and the Paying Agcnllo cancel this Surety Bond.
No Dem.and for Payment shall be made subsequent to mch notice of cancellatIon unle~s payments arc due but shall
no! have be;':-ll so paid in connection wilh the ObligaLiollS.
10. Thl:re shall bt:' no <lC<.:ekratit')n payment due under Ibis Policy unless such (In;c!cratiol1 is at tht.' sole OpllOll
of the Insurer.
11. Tlus policy is not covereel by the Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law_
In witne~;s whereof, the Insurer has caused this Surety Bond to be executed in facsimile on its behalf by its duly
aUlhomed officers, this [DATE] day of [MONTH, YEAR l
MBlA INSURANCE CORPORATION
President
Assistant Secretary
SB-DSRt-9-[ STA IE CODE]
4/95
Bond Year
20 to 20
20 to 20
20 10 20
EXIIIBIT A
Surety Bond No. [POlICY NO]
Maximum Annual Debt Service
$
$
$
Attachment I
Surely Bond No I POLICY NOj
DEMAND FOR PA YMENT
.20
MBIA Insurance Corporation
113 King Stn~'et
/\nnonk. New York 10504
Attention: President
Reference is made to the Surety Bond No. [POLICY NO,] (tbe "Surety Bond") issued by the MBIA
Insurance Corp;xatiol1 (the "Insurer"). The tCilllS which arc cilpilalilcd hereill ,md nut otherwise defined have 111l'
mcanm.!!s specified in the Surety Bond unless the context otherwise requires.
The Paying Agent hereby certifies that:
(a) In accordance with the provisions of the Document (attached herclo as Exhibit A), payment is due to the
Owners of the Obligations on (the "Due Date") in an amount e4u<d to $_ (the "Amount Due").
(b) The [Dehr SCTVice Reserve Fund Requirement] for the Obligations is $_ ~. _______
(c) The amounts legally available to the Paying Agent on the Due Date will be $_ less than the Amount
Due (the "Deficiency").
(d) The Paying Agent has: not heretofore made demand under the Surety Bond for the Amount Due or any
pnnio/1 'hereof
The Paying Agent hereby reque!>>ts that payment of the Deficiency (subject to the Surety Bond Coverage)
be made by the Insurer under the Surely Bond and djre(~ls that payment under the Surety Bond be made to the
following account by bank wire transfer of federal or other inmledialely available funds In accordance with lhe
tenns of tile Surety Bond:
[Paying AgClllt's Account]
-~---._.~---_._-
[PAYING AG ENT]
By _~____
Its
I\ttaclullent 2
Surety I30nd No. (POUCY NO]
NOTICE OF REINSTATEMENT
.20
[Paying Age:'1t]
( Addro,,]
Reference is made to the Surety Bond No. IPOLICY NO_] (the "Surety Bond") issued by the MBIA
Insurance Corporation (the "Insurer")_ The terms which ;If{:' capitalized herein and no! otherlA'ist' defined have the
meanings specified in IlK Surely Bond unless the context othcT\visc requires.
The InsUler hereby delivers Ilotice that it is in receipt of p<:Jyment from the Obligor pursuant to Aniele II
of the Financial Guaranty Agreement and as of the date hereof the Surety Bond Coverage is $
l\-lBIA Insurance Corporation
President
Attest:
Assistant Secretary
ANNEX B
DEFINITIONS
For all pUI]JOses ofthis Agreement and the Surety Bond, except as otherwise expressly provided herein
or unless the context otherwise requires, all capitalized ten11S shall have the meaning as set out below,
which shall be equally applicable to both tile sinf,'lllar and plural fomls of such ten11S.
"Agreement" means this Financial Guaranty Agreement
"Closing Datc" means [CLOSlNG DATE], 20_,
"Commitment" means the commitment to issue Municipal Bond Guaranty Insurance in tile foml
a<<ached hereto as Annex C
"Debt Setviee Payments" means those payments required to be made by or on behalf of the Issuer
which will be applied to payment of principal of and interest on the Obligations.
"Demand for Payment" means the certificate submitted to the Insurer f(lr payment under the Surety
Bond substantially in thefilrm attached to the Surety Bond as Attachment L
"Document" mcans I DOCUMENT],
"Event of Default" shallmcan those events ofdctilUlt set forth in Se<;tion 4,0 I of the Agrc'Cment
"Insurer" has tilC samc meaning as set f()rth 111 the first paragraph ofthis Agreement.
"Issuer" means [ISSUER].
"Obligations" mcans [LEGAL TrIlE OF ISSUEj.
"Owners" means the registered owner of any Obligation as indicated in the books maintained by the
Paying Agent, the Issuer or any designee of the Issucr for such pUI]JOse.
"Paying Agent" means [PAYING AGENT].
"Premium" I1lCllirs [PREMIUM} payable to the Insurer on or prior to the Closing Date.
"Reimbursement Period" means, witb respect to a particular Surety Bond Payment, tbe period
commencing on tbe date of such Surety Bond Payment and ending on thc carlier oftbe date of cancellation
of the Surety Bond due to nonpayment of Premium when due or on thc expiration of x following sucb
Surety Bond Payment.
"Reimbursement Rate" means Citibank's prime rate plus three (3) percent per annum, as of the date of
such Surety Bond Payment, said "prime rate" being the rate of interest announced from time to time by
Citibank, N.A., New York, New York, as its prime rate. The rate ofinten->st sball be calculated on the basis
oftbe actual numher of days elapsal Over a 36O-day year.
"State" means [STATE].
"Surety Bond" means that surety bond attacbed hereto as Annex A and issued by the Insurer
f,'lJaranteeing, suhject to the terms and limitations thereof, Debt Service Payments required to be made by
tbe Issucr under the Document.
"Surety Bond Coverage" means tlhe amount available at any particular time to be paid under tbe terms
oftbc Surety Bond, whieb amount sballnever exceed tbe Surety Bond Limit
"Surety Bond Limit" means [SURETY BOND LIMIT].
"Surety Bond Payment" means an amount equal to the Debt Service Payment required to be made by
the Issu~'r pursuant to the Document less (i) that portion of the Debt Service Payment paid by or on bebalf of
the Issuer, and (ii) other funds legally available for payment to the Owners, all as certified in a Demand for
Payment.
ANNEXC
COMMITMENT
[fa be provided.]
NOTICE OF' "
BOND ISS1lf:..cQNSIQJ;:RATION
'mlTIcE~ IS HEREBY
GIVEN that on Wednetlday, No~
vember 14 2007 at 2"30 PM
as soon thlMlfter ~8 m:y"':: mEY WEST
heard, at the Key Largo Library N
Trodewlnds Shopping Center'
101485 Overseas HIghway Mil'.... En 1111f1
Marker 101, Key Largo, Monro: ~, LLC
County, Florida, the Board of
County CommIssioners 01 Monroe
County, Flonda will comnder the
adoptIon of the fOllowmg IDroposed
County ResolutIon: ltor
A RESOLUTION OF THE' BOARD
OF COUNTY COMMISSIONERS
OF MONROE COUNTY, I'LORIDA -7777
AUTHORIZING THE ISSUlINCE OF
NOT EXCEEDING $33,OOO,OOQ IN ..x219
AGGREGATE PRINCIPAL -8025
AMOUNT OF MONROE COUNTY lm
FLORIDA INFRASTRUCTURE -
SALES SURTAX REVENUE
BONDS, SERIES 2007 TO FI
NANCE THE ACQUISITI(m CON-
STRUCTlON AND EQUIPPIING OF
CERTAIN CAPITAL iMPROVE_
MENTS WITHIN THE COUNTY'
PlEDGING MONEYS RECEIVED
BY THE COUNTY FROM THE ONE
CENT LOCAL GOVERNMENT IN
FRASTRUCTURE SALES SURTAX
TO SECURE PAYMENT 01' THE
PRINCIPAL OF AND INTE;REST
ON SAID BONDS; PROVIDING
FOR THE RIGHTS OF THE tlOLD-
ERS OF SAID BONDS' M~IKING
CERTAIN OTHER COVENANTS
AND AGREEMENTS IN CONINEC_
TION WITH THE ISSUANC" OF
SUcH BONDS; PROVIDING CER
TAlN TERMS AND DETAILS OF
SAID BONDS; AND PROVII)lNG
FOR AN EFFECTIVE DATE FOR
THIS RESOLUTION.
Pt,rauant to Section 286.0105, Flor-
ida Statute~, notice is given thaI if a
~n deCIded to appeal any eleci-
t. on made by the Board with .respect
oeny matter considered at such
hearings or meetings, he will neE!d a
;ecoro at the proceedings, and that
or IUch purpose, he may need t~
ensure ~hat a, verbatim record at the
Proceedings IS made, which record
lnclu:de~ t,he testimony and evidence
~=d. wh,ch the appeal is to be
ADA ASS/STANCE: If you are a
P8f'So/1 WIth a disability who neetjs
SJJ6o/~ acc,om"}odations in order to
PBrticipate In thiS proceeding plea<'B
contact the Office of the Co~nty A:i.
mJnIstrator by phoning (301",)
292-444 ~, between the hours of 8:3~
..m~ . 5,00 P:m. and no later than
~2~_ wOrkm~ dars prior to thl~
,:"",~.d "}Betmg; If you arB hear-
Ing or VOIce Impaired, cal! "711 ",
dsyDStodo/ eOct Key West, Florida, this 24rd
tober, 2007.
DANNY L. KOLHAGE
Clerk of the Circuit Court I
and ex officio
Clerk of the Board of
County Commissioners at
Oclobo 28 Monroe County, Florida
r ,2007
STATE OF FLORIDA
COUNTY OF MONROE
Before the undersigned authority personally appeared Randy G. Erickson, who
on oath says that he is Vice-President of Advertising Operations of the Key West
Citizen, a daily newspaper published in Key West, in Monroe County, Florida;
that the attached copy of advertisement, being a legal notice in the matter of
(3 ~ r1k/J~ C t'rr7/.J~~
was published in said newspaper in the issue(s) of
d:)~~ 2r-,i ~~pf?
Affiant further says that the Key West Citizen is a newspaper published in Key
West, in said Monroe County, Florida and that the said newspaper has heretofore
been continuously published in said Monroe County, Florida every day, and has
been entered as second-class mail matter at the post office in Key West, in said
Monroe County, Florida, for a period of I year next preceding the first
publication of the attached copy of advertisement; and affiant further says that he
has neither paid nor promised any person, firm or corporation any discount,
rebate, commission or refund for the purpose of securing this advertisement for
p,"''''"'''' ",,",," ~w,"",. m~
Signature of Affiant
Sworn and subscribed before me thi~9 ~ of c>?:~~ , 2007
Notary Public:
Marsha F. K2: '
??/~/J / ~~-')~~
Expires: September 15,2009
Notary Seal
~~":,'!:k"-!l.'::;'_t,~,~",',_"rt:-,'d;;:'~,.",,, .-. - _ ~
, /"~:~~',',:..::,~',>_ .",_~v1l,i{~<'" r' ~,:,:i;:t,"~OD
~'i' _"<'/~":""\::~:' \",'Hf; Fu;",,':. - ,."I'e :)t flurfdaj
'\:: t-' ,\'.'",1 -'/1 ..--, ."
l;,' ~ 'i';:- ,~; - _~,,"i I..U::!r;1iSS:Ci'1 bxrices ~;,CP 1 S, 20C9
I; 7<,,~<..:, _?~} ~,:)rTx'l15sion #- [1[) 472620
.-t -,;-"',',,,.,'
1, ,,"";""" ,8-:'iloed 8)' National r~('!ar'j ~\ssn
Personally Known x Produ'ceafde'lftir.a'fW1i------~.
Type of Identification Produced
Your Upper Keys Connection
THE REPORTER
P.O. Box 1197. Tavernier, Florida 33070-1197
(305) 852-3216 Fax: (305) 852-0199
PROOF OF PUBLICATION
STATE OF FLORIDA
COUNTY OF MONROE
Before the undersigned authority personally
appeared DAVID GOODHUE who on oath,
says that he is EDITOR of THE REPORTER, a
weekly newspaper entitled to publish legal
advertising published at Tavernier, Monroe
County, Florida: that the attached copy of
advertisement, being LEGAL NOTICE in said
newspaper in the issue of:
October 26'h 2007
Affiant further says that THE REPORTER is a
newspaper published at Tavernier, in -said
Monroe County, Florida, and that the said
newspaper has heretofore been continuously
published in the said Monroe County, Florida,
each week (on Friday), and has been entered
as second class mail matter at the Post Office
in Tavernier, in said County of Monroe,
Florida, for a period of one year next
preceding the first publication of the attached
copy of advertisement; and affiant further
says that she has neither paid nor promised
any firm, person, or corporation any discount,
rebate, commission or refund for the purpose
of securing this advertisement for pUblication
in the said newspaper and that The Reporter
is in full compliance with Chapter 50 of the
Florida State Statutes on Legal and Official
Adwrt;~.nts. ~
Sworn to and~scribed before me this 26'n
day of October 2007.
~'~. 8 ~LJ",,^~ ~ 0
(C)-a \0,- e> 1
r ---..--
.....:',......,.,. ."",:cc: ".":- : '-~-"::=-. ....,~, _~-.-"
! ......,'........ . "....,'-_.'.I,.'v\j,l
.'K"5.i
!
(.
Ad#3987li00 Bond is_
sue Conslderatton
NOTICE,IS HEREBY
GIVENthaton-.._
day. November:14, ~,
2007,llt2:30P.M.;or.
aqon ttte........ may
be heani.et the Key
u.rgo L1biary, .
Trad~", Shopplnll
Center, 10148$ Over-
seas Hlllhwa.. .y, Mlle.
Marker 1 o~. Key Largo,
MQnl"Ge Cougty. Flori-
da, the Board of C9t1niy
Commissioners of Mon-
roe County, Floiidawill
consider,the adoption Of
the following proPOSed
County Resolution:
A RESOLlJTION OF
THE BOA/lp OF COUII- '
TYCOMIIISSlONERa
OF MONROE COUNTY
FLORIDA AUTlf()R1Z- '
ING THE ISSUAJICEQF
NOT ExCEEPING' .
$33,000,000 IN AGGRE-
GATEPRlNCIP~
AMC)UI'#TOF MONROE
COUNTY, FLORIDA iN-
FRASTRUCTURE
SALES~RTAXRiVE_
NUE~._S
2007.'!1:I.l!lNAJic:e THE
ACQU/SrrlO/II, 'CON-
STRlJCnONN4P
EqUIPPING.OF CER-
TAI..,t!....DIT.. ._
~:.'...';"!.
PROVEMENTS WITHIN
THE COUNTY; PLEDG'
ING MONEYS RE.
CEIVED BY lllE COUN-
TY FROM THE ONE
CENT LOCAL GOV-
ERNMENT INFRA_
STRUCTURE SALES
SURTAX TO SECURE
PAYMENTPFTHE
PRlN'CIPAL OF AND IN-
TEREST QN lIAlO
BONDS; PROVIDING
FOR THE RIC)H.TS OF
THE HOLDERS OF
SA/D.BONOS: MAKING
C~TAlNOTHER
COVENANTS AND
AGREEMENTs IN CON.
NECTION WITH THE IS-
SUANCE OF SUCH
BONDS: PROVlPlNG
CERTAIN TERMS AND
DET Al.LS OF SAlD
BONDS; AND PROVID-
INGFORAN EFFEC.
TIVE DATE FOR THIS
RESOLUTION.
PI IrQ. '.....ttaSac;tiog
286.0105, Florida
Stat!Jtes, notice is given
that If a persOn decided to
appeal any decision
made by the Board with
respect to any matter
considered stsuch hear-
ings or meetings, he will
need a record ofthe pro-
ceedings, and that, for
such purpose, he may
need to ensure that a ver-
batlm record of the pro-
ceedings is made,Whlch
record includes the testi-
mony and evidence Upon
which the appeal is to be
based.
ADA ASSISTANCE: If
you are a person with a
, d.iss_billty who needs spe-
CIal accommodations in
order to participate in this
proceeding, please con-
tact the Office of the
County Administrator by
phoning (305) 292-4441,
between the hours of
8:30 8.m. - 5:00 p.m. and
no later than two (2)
working da~prilJr to the
scheduled meetin'g; if you
are hearing or voice im-
paired,call711.
Dat~atKeyWest. Flori-
da, thls24rddayofOcto_
ber,2007.
DANNY L. KOLHAGE,
Clerk of the Circuit Court
and ex officio Clerk ofthe
Board of COunty Com-
missioners of Monroe
County I Florida
(SEAL)
PubUah: 10/26107
The Report.r .
Tavernier. FI33070