RFP # REQUEST FOR PROPOSALS TO LEE COUNTY, FLORIDA FOR UNDERWRITER SERVICES OR BANK LOAN

RFP #160158 REQUEST FOR PROPOSALS TO LEE COUNTY, FLORIDA FOR UNDERWRITER SERVICES OR BANK LOAN $71 million* Non-Bank-Qualified Forward Refunding Solid Waste System Refunding Revenue Bonds, Series 2016 (2006A) ISSUING DATE: January 19, 2016 RESPONSES DUE: February 9, 2016 AT 2:00 P.M. *Not-to-Exceed RFP Page 1 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 TABLE OF CONTENTS NOTICE TO PROPOSERS... 3 I. INTRODUCTION A. Background... 4 B. Purpose... 4 C. Procurement Process... 5 II. NATURE OF SERVICES REQUIRED A. General... 5 B. Statement of Credit Worthiness... 7 C. Request for Proposal Parameters... 7 III. APPENDIX...19 ATTACHMENTS Exhibit A Preliminary Amortization Schedule Bank Loan Structure Draft Resolution 2 RFP Page 2 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 NOTICE TO PROPOSERS Notice is hereby given that Lee County, Florida ( County ) is seeking sealed proposals for: $71 million* Non-Bank-Qualified Forward Refunding, Series 2016 (2006A) Proposals will be accepted until 2:00 P.M. February 9, 2016, in the Office of the Lee County Procurement Department as noted below: Six (6) Copies and 2 CD (PDF format) In a single sealed package to: Lee County - Procurement Department 1825 Hendry St., 3rd Floor Fort Myers, FL 33901 For additional information, please contact Lori DeLoach, Procurement Analyst, (239) 533-5450, LDeLoach@leegov.com. Cone of Silence, as used herein, means a prohibition on any communication regarding a particular Request for Proposal ( RFP ) or Request for Qualification ( RFQ ). During Cone of Silence, which begins January 19, 2016 and ends April 30, 2016, the following is prohibited: Any communication regarding this proposal between a potential vendor, service provider, proposer, lobbyist, or consultant and the County and professional staff. 3 RFP Page 3 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 I. INTRODUCTION A. Background On May 17, 2006 the County issued $83,355,000 Solid Waste System Revenue Bonds, Series 2006A (the Series 2006 Bonds ) for the purpose of financing a portion of the cost of design acquisition, construction and equipping certain solid waste disposal and resource recovery facilities to be owned by the County. The Series 2006A Bonds will be currently callable on October 1, 2016. Official Statement can be found on EMMA. B. Purpose The, Series 2016 (the Series 2016 Bonds ) will be used to provide sufficient funds to: 1) currently refund, as a forward/delayed delivery on or after July, 2016, the outstanding Series 2006A Bonds maturing from 2016 to 2026, and 2) pay all of the cost of issuance. It is anticipated that no Debt Service Reserve Fund contribution will be required. The objective of this Request for Proposal (the RFP ) is to select one or more firms to service the County by providing a forward bank loan financing or underwriting services for the County s proposed Series 2016 Bonds. C. Procurement Process 1. There is no expressed or implied obligation for the County to reimburse responding firms for any expenses incurred in preparing proposals in response to this request. 2. The County reserves the right to reject any or all proposals submitted and to waive informalities and minor irregularities in any proposal reviewed. Further, the County may reject any proposal which does not conform to the instructions herewith. 3. During the evaluation process, the County reserves the right, where it may serve the County s best interest, to request additional information or clarifications from proposers, or to allow corrections of errors or omissions. 4. Submission of a proposal indicates acceptance by the firm of the conditions contained in this request for proposals, unless clearly and specifically noted in the proposal submitted. II. NATURE OF SERVICES REQUIRED A. General 1. The County will receive proposals until 2:00 P.M. on February 9, 2016 for the purpose of selecting one or more firms to service the County to provide a 4 RFP Page 4 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 forward bank loan or underwriting debt issuance for the County s proposed Series 2016 Bonds. 2. Proposals will be received in the office Lee County Procurement at the previous stated time and date. 3. Each Proposer will examine all RFP documents and will judge all matters relating to the adequacy and accuracy of such documents. Any inquiries, suggestions or requests concerning interpretation, clarification or additional information pertaining to the RFP shall be made, 8 calendar days prior to the due/opening date, to the contact listed on page 3. The County will not be responsible for oral interpretations given by any County employee, representative or others. The issuance of a written addendum is the only official method whereby interpretation, clarification or additional information can be given. If any addenda are issued to this RFP, the County will attempt to notify all known prospective Proposers. The official documents may be accessed at https://www.leegov.com/procurement The proposer is responsible for checking this site for information. 4. Proposals shall clearly indicate the legal name, address and telephone number of the Proposer (corporation, firm, partnership or individual). Proposals shall be signed above the typed or printed name and title of the signer. The signer shall have the authority to bind the Proposer to the submitted proposal. 5. The Proposer will bear all expenses related to making proposals to the County. 6. Any proposal may be withdrawn up to the date and time set above for opening the proposals. Any proposals not so withdrawn will, upon opening, constitute an irrevocable offer for a period of 90 days or upon closing of the financing, to provide to the County the services set forth in the attached specifications until the County duly accepts one (1) or more of the proposals. 7. The County reserves the right to accept or reject any or all proposals submitted and to waive informalities and minor irregularities in any proposal reviewed and to request resubmission. There is no obligation on the County s part to award the contract to the lowest Proposer(s); and, the County reserves the right to award the loan to one or more responsible and responsive Proposer(s) with a resulting negotiated agreement which is most advantageous to and in the County s best interest. The County shall be the sole judge of the proposal and the resulting negotiated agreement that is in its best interest; and, its decision will be final. 8. Additional terms and conditions included with the RFP response may be evaluated or considered. If submitted either purposely through intent or design or inadvertently appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the general and special conditions in this proposal solicitation are the primary conditions applicable to this RFP. Any and all such additional terms 5 RFP Page 5 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 and conditions will have secondary force and effect. The Proposer's authorized signature affixed to the proposer acknowledgment form attests to this. 9. All applicable laws and regulations of the State of Florida and ordinances and regulations of the County will apply to any resulting agreement. 10. Federal Identification Number Proposer must note Federal Identification Number on Proposal. 11. Public Entity Crimes A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Florida Statutes, Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Any person responding with an offer to this invitation must execute the attached form, SWORN STATEMENT UNDER SECTION 287.133 (3) (A), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES and enclose it with the RFP. If an RFP is submitted on behalf of dealers or suppliers who will ship and receive payment from the resulting contract, it is the Proposer s responsibility to ensure that they execute and include the appropriate forms with the RFP. B. Statement of Credit Worthiness The County's audited financial statements are available for review at the Lee County Clerk of Court s website which is http://www.leeclerk.org C. Request for Proposal Parameters Section A Bank Loans and Section B Underwriting Services Section A - Series 2016 Bonds (Forward Bank Loan) Bank Questions Terms and Condition of Financing 1. Amount: Not-to-Exceed $71 million 2. Average life of the loan: 5.95 years 6 RFP Page 6 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 3. Purpose: The County is seeking a forward bank loan to finance the cost of: 1) currently refunding, as a forward bank loan on or after July 1, 2016, the outstanding Series 2006B Bonds maturing from 2016 or 2026, and 2) pay the cost of issuance. It is assumed that the Escrow will be funded with SLGS. 4. Security: The Series 2016 Bonds will be secured by (1) the Net Revenues, and (2) until applied in accordance with the provisions of this Resolution, all moneys, including investments thereof, in the funds and accounts established hereunder, except (A) as for the Rebate Fund, (B) to the extent moneys therein shall be required to pay the Operating Expenses of the Solid Waste System in accordance with the terms hereof, (C) any moneys set aside in a particular subaccount of the Reserve Account if such moneys shall be pledged solely for the payment of a different Series of Bonds for which it was established in accordance with the provisions hereof, and (D) money on deposit in the Landfill Closure Fund. (See attached draft Resolution for more details) 5. Additional Bonds and Rates: The Issuer shall fix, establish, maintain and collect such rates, fees and charges for the product, services and facilities of the Solid Waste System, and revise the same from time to time, whenever necessary, so as always to provide in each Fiscal Year: (A) Net Revenues, together with the Net Position, equal to at least 120% of the Annual Debt Service becoming due in such Fiscal Year; provided (B) such Net Revenues shall be adequate at all times to pay in each Fiscal Year at least (1)100% of the Annual Debt Service becoming due in such Fiscal Year, and (2) 100% of any amounts required by the terms hereof to be deposited in the Renewal and Replacement Fund or the Reserve Account or with any issuer of a Reserve Account Letter or Reserve Account Insurance Policy in such Fiscal Year to pay Policy Costs. See attached Resolution for further security provisions. 6. Principal and Interest: Interest will be paid semi-annually beginning on October 1, 2016 through October 1, 2026. Principal will be paid annually beginning October 1, 2017 through October 1, 2026. The loan will be structured with level annual savings (Please refer to Attachment A). 7. Interest Rates Requested: Tax exempt, on-bank-qualified fixed rates with a final maturity October 1, 2026 and call options detailed below. 8. Call Options/Provisions: Callable at any time on or non-callable. 9. Final Maturity Date: The final maturity date is October 1, 2026. 10. Anticipated Staff Recommendation and County approval: February 19, 2016 11. Anticipated Closing Date of this Transaction: July 6, 2016 7 RFP Page 7 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 12. The County does not anticipate issuing the Series 2016 Bond with capital adequacy, cross-default, acceleration for any reason other than nonpayment, and other interest rate adjustment language with respect to changes to tax law. The County is assuming there will be language regarding interest rate adjustment for an agreed upon fixed taxable rate in the event the applicable financing is determined to be taxable solely as a result of actions of the County (which will not be an event of default). If your response requires language to the contrary, please provide details on Appendix I. 13. Banks responding will automatically agree to the following covenants which will become part of the agreement between the bank and the County: a. No Acceleration Provisions, for any reason other than non-payment unless noted in the response provide difference in quotes with and without non-payment provision b. Taxability is only caused by actions or inactions of the Borrower not due to any change in tax law c. Future Interest Rate Adjustments will not be accepted due to Bank s changes in corporate income tax rates, capital requirements or other banking regulation affecting the business of the bank. 14. The loan will be evidenced by a single Bond in a single denomination equal to the principal amount. 15. The Series 2016 Bonds will not be validated, rated or insured. 16. Legal Documentation for the County will be provided by Tom Giblin, Nabors Giblin & Nickerson, Bond Counsel, serving as Bond Counsel to the County. Expenses: Expenses associated with the preparation of all documents, except those of the County, are to be paid by the proposing financial institution. The County shall furnish, without charge to the successful offeror, the opinion of Nabors Giblin & Nickerson, Bond Counsel Bond Counsel, approving the legality of the Series 2016 Bonds. Transfer Consent: The successful Proposer shall not assign, transfer, convey, or otherwise dispose of this Bond, or any or all of his or its rights, title or interest therein, or his or its power to execute such Bond to any person, company or corporation without prior written consent of the County and upon compliance with all federal and state securities laws applicable hereto. At the closing of the Bond, the offeror will be required to make certain certifications prepared by bond counsel, including, but not limited to, certifications that it: a. is not acting as a broker or other intermediary, and is purchasing the Bond as an investment for its own account and not with a present view to a resale or other distribution to the public; 8 RFP Page 8 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 b. understands that the Bond may not be broken down into smaller denominations; c. is a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes; d. is not purchasing the Bond for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes; and e. is an accredited investor within the meaning of the Securities Act of 1933, as amended, and Regulation D thereunder. 17. The successful offeror will be required to comply with Section 218.385 Florida Statutes. Information to be provided in the Proposal (Please provide your response on Appendix I) 1. Approved Rate of Interest Please provide the proposed interest rate and formula you will utilize to determine the interest rate on these loans as of February 2, 2016. Provide the amount of the Forward Premium expressed in basis points. The 2016 Bonds are anticipated to close in July 2016. 2. The fixed rate of interest/formula used to calculate the interest rate must be guaranteed until closing. 3. The bank s ability to hold the rate until July 6, 2016 4. Any additional fees, including breakage fee if issue is not closed and a not-toexceed cost for bank legal counsel fees. Please provide the contact information of the Bank s legal counsel. 5. List relevant firm and individual experience with Forward Refundings and your individual professional experience with the aforementioned financings. 6. Provide three (3) references from similar transactions. Include contact name, title, address, and phone number. 7. Discuss any innovative financing structures for the forward refunding in question to minimize the interest rate on the financings in question. 8. Provide a list of similar bank loans in Florida. 9. Provide your bank s timeframe for obtaining credit approval for these transactions. 10. Provide your bank s credit rating and rating outlook. 9 RFP Page 9 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 11. Provide a statement of acceptance that fees will not be paid until closing. Section B - Series 2016 Bonds (Forward Bond Issue) Underwriter Questions TAB 1 Firm s Introduction: a. Provide a brief overview of the Firm including ownership, size, capital position and location of the office responsible for providing the underwriting desk or public finance professionals services. b. Identify the primary individual (s) that will provide underwriting services to the County for your Firm. For investment banking personnel, please indicate the location from which underwriter services will be provided. Include individuals who will serve as the senior syndicate underwriter. Include a resume for each individual. c. For the proposed personnel, provide a list of Florida clients (maximum of three) in the last 2 years while employed at the Firm submitting the proposal. Provide the client s contact information, including phone number and email address. TAB 2 Experience a. Provide a listing of the senior manager forward transactions since January 1, 2014, and identify the role of each individual responsible for the transaction while employed at the Firm submitting the proposal. Highlight Solid Waste issues in Florida. The listing should include: 1. Issuer 2. Date of issue 3. Par amount 4. All-in-TIC 5. Underlying ratings 6. The underwriter s gross spread breakdown including management fee and expenses. b. Provide your recommendation regarding the use of insurance versus a rated bond issue and explain why. (limit 2 pages) c. The selection of underwriter s counsel shall be at the discretion of the senior managing underwriter. The County requests that each candidate for senior managing underwriter identify Firms which it would consider for this role. The County expects the Firms being considered to be listed in the Bond Buyer s Municipal Marketplace Directory (the Red Book ) and 10 RFP Page 10 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 the current National Association of Bond Lawyers Directory. It is assumed that the Firms being considered will accept the compensation level specified in the expense portion of your Firm s fixed price spread proposal. Nabors Giblin & Nickerson will serve as Bond Counsel. TAB 3 Underwriting Capabilities a. Describe your Firm's distribution capabilities. Specify your National and Florida distribution capabilities and sales professionals, include the location and number of offices and financial consultants who will market the bonds. b. Identify likely purchasers of the bonds and the general percentage or breakdown by group (e.g. retail, institutional). (limit 2 pages) c. Please provide details of your Firm s total capital and maximum underwriting capability as of your Firm s latest fiscal year end or most recent information on the latest quarterly filing with the Securities Exchange Commission. TAB 4 Plan of Finance Bond Issue Scenario a. For this fixed rate transaction, the Series 2016 Bonds, present your proposed management fee, expenses and all other components of gross spread, including take down. Interest rate scales should be written based on a current market as of February 2, 2016. Assume that the County s cost of issuance (bond counsel, disclosure counsel, financial advisor, printing, rating agency fees, etc.) is $500,000 for the 2016 Bonds. Your fees, along with yields in the competitive market, will be used to establish a pricing index that will be important to the in considering scales proposed at the actual time of sale. Your interest rate scales should reflect levels which your Firm would, if necessary, be prepared to price and underwrite the bonds April 2016, with closing July 6, 2016. Include an Interest Rate Scale with spreads to MMD as of February 2, 2016. Principal shall be payable annually, commencing on October 1, 2017, and interest shall be payable semi-annually, on each April 1 and October 1, commencing on October 1, 2016, on a 30/360-day count basis, with a final maturity of October 1, 2026. The structure is assumed to be level savings non-callable. All outstanding maturities will be refunded. Assume the Escrow will be net funded with SLGS. Assume the refunding bonds are uninsured and receive a Moody s and Fitch underlying rating of Baa1 and A, respectively. Also consider the feasibility of bond insurance and include as an alternative in your response. (See attached Resolution for additional details) YOUR FIRM S RESPONSE MUST INCLUDE: 1. All-In TIC 2. Net Present Value of savings in percentage and dollars 11 RFP Page 11 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 3. Debt Service Schedules including savings annually 4. Fixed price spread proposal expressed in dollars per thousand segregated as to management fee (if any), underwriting, takedown and expenses. Please specify in actual dollars, the costs which you expect to incur for underwriters counsel fees and provide a budget for all other elements of underwriting expenses. Assume that the proposed bonds will be fixed rate obligations and issued in book-entry form. Settlement will be expected in Federal Funds. 5. Include scenarios for rated and insured with recommendation regarding insurance 6. Include Interest Rate Scale with spread to MMD as of _February 2, 2016 and amount of the Forward Premium expressed in basis points. TAB 5 Additional Information a. Provide any additional information you feel will be helpful to the County in evaluating your qualifications to serve as underwriter on the County s financing. (limit 2 pages) b. Provide a statement of assurance that your Firm is not presently in violation of any statutes or regulatory rules that might impact your Firm s operations. c. Provide information on the nature and magnitude of any litigation in which your Firm has been a party during the past three (3) years. Also include information on any pending litigation as well. 12 RFP Page 12 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 APPENDIX I REQUEST FOR PROPOSAL LEE COUNTY, FLORIDA $71 Million (Not-to-Exceed) Forward Refunding Solid Waste System Refunding Revenue Bank Loan, Series 2016 (2006A) 1. Name & Address of Proposer: 2. Contact Person of Proposer: Title: Phone #: E-Mail: Federal Tax ID # 3. Expenses to be paid by COUNTY (specify each category and amount): Item Cost 4. A. Interest Rate: Callable at any time at Par: Formula: Callable at any time at Par: Interest Rate(s) Held Until: B. Interest Rate: Non-callable: Formula: Non-callable: Interest Rate(s) Held Until: 5. List 3 recent similar financings including a reference for each: 6. Bank Counsel: Bank Counsel Fee: 7. List any addition conditions or breakage fees below : Signature of Proposer Date 13 RFP Page 13 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 SWORN STATEMENT UNDER SECTION 287.133 (3) (A) FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES This form must be signed in the presence of a Notary Public or other Officer authorized to administer oaths. 1. This sworn statement is submitted to: (Print name of the Public Entity.) by: for: (Print individual's name and title.) (Print name of Entity submitting sworn statement.) whose business address is: and, if applicable, its Federal Employer Identification Number (FEIN) is (If the Entity has no FEIN, please include the Social Security Number of the individual signing this sworn statement): 2. I understand that a "public entity crime" as defined in Paragraph 287.133 (1) (g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1) (b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non-jury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in Paragraph 287.133 (1) (a), Florida Statutes, means: a) A predecessor or successor of a person convicted of a public entity crime; or, b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 14 RFP Page 14 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 5. I understand that a "person" as defined in Paragraph 287.133 (1) (e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Please indicate which statement applies.) Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings, and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Please attach a copy of the final order.) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH ONE (1) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. Signature Date STATE OF COUNTY OF PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature in (Name of individual signing.) the space provided above on this day of, 2016 NOTARY PUBLIC My commission expires: 15 RFP Page 15 of 112

Lee County, Florida Solid Waste Forward Refunding 2016 Cut along the outer border and affix this label to your sealed solicitation envelope to identify it as a Sealed Proposal. PROPOSAL DOCUMENTS DO NOT OPEN SOLICITATION NO.: SOLICITATION TITLE: RFP-160158 UNDERWRITER SERVICES OR BANK LOAN DATE DUE: February 9, 2016 TIME DUE: SUBMITTED BY: Prior to: 2:00 PM (Name of Company) e-mail address Telephone DELIVER TO: Lee County Procurement Management 1825 Hendry Street 3 rd Floor Fort Myers FL 33901 Note: proposals received after the time and date above will not be accepted. PLEASE PRINT CLEARLY 16 RFP Page 16 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 1 SOURCES AND USES OF FUNDS Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Dated Date 07/06/2016 Delivery Date 07/06/2016 Sources: Bond Proceeds: Par Amount 70,315,000.00 Other Sources of Funds: Sinking Funds (9 mth Princp) 4,001,250.00 Sinking Funds (3 mth Interest) 948,067.00 DSRF 3,069,145.90 8,018,462.90 78,333,462.90 Uses: Refunding Escrow Deposits: Cash Deposit 0.83 SLGS Purchases 78,205,716.00 78,205,716.83 Cost of Issuance: Other Cost of Issuance 125,000.00 Other Uses of Funds: Additional Proceeds 2,746.07 78,333,462.90 RFP Page 17 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 2 SUMMARY OF REFUNDING RESULTS Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Dated Date 07/06/2016 Delivery Date 07/06/2016 Arbitrage yield 2.500356% Escrow yield 0.191855% Value of Negative Arbitrage 422,280.73 Bond Par Amount 70,315,000.00 True Interest Cost 2.500356% Net Interest Cost 2.500000% Average Coupon 2.500000% Average Life 5.949 Par amount of refunded bonds 76,345,000.00 Average coupon of refunded bonds 4.938753% Average life of refunded bonds 5.734 PV of prior debt to 07/06/2016 @ 2.500356% 87,042,749.64 Net PV Savings 8,712,032.81 Percentage savings of refunded bonds 11.411399% Percentage savings of refunding bonds 12.390006% RFP Page 18 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 3 SUMMARY OF BONDS REFUNDED Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Maturity Interest Par Call Call Bond Date Rate Amount Date Price Series 2006A, 2006A: SERIAL 10/01/2016 5.000% 5,035,000.00 10/01/2017 5.000% 5,610,000.00 10/01/2016 100.000 10/01/2018 5.000% 5,900,000.00 10/01/2016 100.000 10/01/2019 5.000% 6,200,000.00 10/01/2016 100.000 10/01/2020 5.000% 6,520,000.00 10/01/2016 100.000 10/01/2021 5.000% 6,850,000.00 10/01/2016 100.000 10/01/2022 5.000% 7,205,000.00 10/01/2016 100.000 10/01/2023 5.125% 7,580,000.00 10/01/2016 100.000 10/01/2024 5.125% 7,975,000.00 10/01/2016 100.000 TERM26 10/01/2026 4.750% 17,170,000.00 10/01/2016 100.000 SERIALB 10/01/2016 4.500% 300,000.00 76,345,000.00 RFP Page 19 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 4 SAVINGS Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Present Value Prior Prior Prior Refunding to 07/06/2016 Date Debt Service Receipts Net Cash Flow Debt Service Savings @ 2.5003557% 10/01/2016 7,231,134.38 4,949,317.00 2,281,817.38 415,053.82 1,866,763.56 1,826,890.56 10/01/2017 9,137,018.76 9,137,018.76 7,997,875.00 1,139,143.76 1,115,410.42 10/01/2018 9,146,518.76 9,146,518.76 8,006,875.00 1,139,643.76 1,087,772.41 10/01/2019 9,151,518.76 9,151,518.76 8,016,750.00 1,134,768.76 1,055,799.61 10/01/2020 9,161,518.76 9,161,518.76 8,022,375.00 1,139,143.76 1,033,006.34 10/01/2021 9,165,518.76 9,165,518.76 8,028,750.00 1,136,768.76 1,004,704.95 10/01/2022 9,178,018.76 9,178,018.76 8,040,750.00 1,137,268.76 979,567.91 10/01/2023 9,192,768.76 9,192,768.76 8,053,125.00 1,139,643.76 956,557.44 10/01/2024 9,199,293.76 9,199,293.76 8,060,750.00 1,138,543.76 931,134.95 10/01/2025 9,195,575.00 9,195,575.00 8,058,625.00 1,136,950.00 905,914.67 10/01/2026 9,207,525.00 9,207,525.00 8,071,875.00 1,135,650.00 881,673.38 98,966,409.46 4,949,317.00 94,017,092.46 80,772,803.82 13,244,288.64 11,778,432.64 Savings Summary PV of savings from cash flow 11,778,432.64 Less: Prior funds on hand -3,069,145.90 Plus: Refunding funds on hand 2,746.07 Net PV Savings 8,712,032.81 RFP Page 20 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 5 BOND SUMMARY STATISTICS Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Dated Date 07/06/2016 Delivery Date 07/06/2016 Last Maturity 10/01/2026 Arbitrage Yield 2.500356% True Interest Cost (TIC) 2.500356% Net Interest Cost (NIC) 2.500000% All-In TIC 2.533272% Average Coupon 2.500000% Average Life (years) 5.949 Duration of Issue (years) 5.475 Par Amount 70,315,000.00 Bond Proceeds 70,315,000.00 Total Interest 10,457,803.82 Net Interest 10,457,803.82 Total Debt Service 80,772,803.82 Maximum Annual Debt Service 8,071,875.00 Average Annual Debt Service 7,890,965.91 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average Bond Component Value Price Coupon Life Bond Component 70,315,000.00 100.000 2.500% 5.949 70,315,000.00 5.949 All-In Arbitrage TIC TIC Yield Par Value 70,315,000.00 70,315,000.00 70,315,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -125,000.00 - Other Amounts Target Value 70,315,000.00 70,190,000.00 70,315,000.00 Target Date 07/06/2016 07/06/2016 07/06/2016 Yield 2.500356% 2.533272% 2.500356% RFP Page 21 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 6 PRIOR BOND DEBT SERVICE Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Period Annual Ending Principal Coupon Interest Debt Service Debt Service 10/01/2016 5,335,000 ** % 1,896,134.38 7,231,134.38 7,231,134.38 04/01/2017 1,763,509.38 1,763,509.38 10/01/2017 5,610,000 5.000% 1,763,509.38 7,373,509.38 9,137,018.76 04/01/2018 1,623,259.38 1,623,259.38 10/01/2018 5,900,000 5.000% 1,623,259.38 7,523,259.38 9,146,518.76 04/01/2019 1,475,759.38 1,475,759.38 10/01/2019 6,200,000 5.000% 1,475,759.38 7,675,759.38 9,151,518.76 04/01/2020 1,320,759.38 1,320,759.38 10/01/2020 6,520,000 5.000% 1,320,759.38 7,840,759.38 9,161,518.76 04/01/2021 1,157,759.38 1,157,759.38 10/01/2021 6,850,000 5.000% 1,157,759.38 8,007,759.38 9,165,518.76 04/01/2022 986,509.38 986,509.38 10/01/2022 7,205,000 5.000% 986,509.38 8,191,509.38 9,178,018.76 04/01/2023 806,384.38 806,384.38 10/01/2023 7,580,000 5.125% 806,384.38 8,386,384.38 9,192,768.76 04/01/2024 612,146.88 612,146.88 10/01/2024 7,975,000 5.125% 612,146.88 8,587,146.88 9,199,293.76 04/01/2025 407,787.50 407,787.50 10/01/2025 8,380,000 4.750% 407,787.50 8,787,787.50 9,195,575.00 04/01/2026 208,762.50 208,762.50 10/01/2026 8,790,000 4.750% 208,762.50 8,998,762.50 9,207,525.00 76,345,000 22,621,409.46 98,966,409.46 98,966,409.46 RFP Page 22 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 7 BOND DEBT SERVICE Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Dated Date 07/06/2016 Delivery Date 07/06/2016 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 10/01/2016 415,053.82 415,053.82 415,053.82 04/01/2017 878,937.50 878,937.50 10/01/2017 6,240,000 2.500% 878,937.50 7,118,937.50 7,997,875.00 04/01/2018 800,937.50 800,937.50 10/01/2018 6,405,000 2.500% 800,937.50 7,205,937.50 8,006,875.00 04/01/2019 720,875.00 720,875.00 10/01/2019 6,575,000 2.500% 720,875.00 7,295,875.00 8,016,750.00 04/01/2020 638,687.50 638,687.50 10/01/2020 6,745,000 2.500% 638,687.50 7,383,687.50 8,022,375.00 04/01/2021 554,375.00 554,375.00 10/01/2021 6,920,000 2.500% 554,375.00 7,474,375.00 8,028,750.00 04/01/2022 467,875.00 467,875.00 10/01/2022 7,105,000 2.500% 467,875.00 7,572,875.00 8,040,750.00 04/01/2023 379,062.50 379,062.50 10/01/2023 7,295,000 2.500% 379,062.50 7,674,062.50 8,053,125.00 04/01/2024 287,875.00 287,875.00 10/01/2024 7,485,000 2.500% 287,875.00 7,772,875.00 8,060,750.00 04/01/2025 194,312.50 194,312.50 10/01/2025 7,670,000 2.500% 194,312.50 7,864,312.50 8,058,625.00 04/01/2026 98,437.50 98,437.50 10/01/2026 7,875,000 2.500% 98,437.50 7,973,437.50 8,071,875.00 70,315,000 10,457,803.82 80,772,803.82 80,772,803.82 RFP Page 23 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 8 ESCROW REQUIREMENTS Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Period Principal Ending Principal Interest Redeemed Total 10/01/2016 5,335,000.00 1,896,134.38 71,010,000.00 78,241,134.38 5,335,000.00 1,896,134.38 71,010,000.00 78,241,134.38 RFP Page 24 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 9 ESCROW DESCRIPTIONS Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Type of Type of Maturity First Int Par Max Security SLGS Date Pmt Date Amount Rate Rate Jul 6, 2016: SLGS Certificate 10/01/2016 10/01/2016 78,205,716 0.190% 0.190% 78,205,716 SLGS Summary SLGS Rates File 08JAN16 Total Certificates of Indebtedness 78,205,716.00 RFP Page 25 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 10 ESCROW COST Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Type of Maturity Par Total Security Date Amount Rate Cost SLGS 10/01/2016 78,205,716 0.190% 78,205,716.00 78,205,716 78,205,716.00 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost Yield 07/06/2016 78,205,716 0.83 78,205,716.83 0.191855% 78,205,716 0.83 78,205,716.83 RFP Page 26 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 11 ESCROW CASH FLOW Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Present Value Net Escrow to 07/06/2016 Date Principal Interest Receipts @ 0.1918552% 10/01/2016 78,205,716.00 35,417.55 78,241,133.55 78,205,716.00 78,205,716.00 35,417.55 78,241,133.55 78,205,716.00 Escrow Cost Summary Purchase date 07/06/2016 Purchase cost of securities 78,205,716.00 Target for yield calculation 78,205,716.00 RFP Page 27 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 12 ESCROW SUFFICIENCY Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 07/06/2016 0.83 0.83 0.83 10/01/2016 78,241,134.38 78,241,133.55-0.83 78,241,134.38 78,241,134.38 0.00 RFP Page 28 of 112

Jan 8, 2016 11:18 am Prepared by Dunlap & Associates (Finance 7.008 LEE:SW-FWREF06A,FWREF06A) Page 13 ESCROW STATISTICS Solid Waste Foward Refunding Bank Loan, Series 2015 (2006A Solid Waste) Assumes Only Outstanding Solid Waste Issue *****For Discussion Purposes Only***** Modified Yield to Yield to Perfect Value of Total Duration Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) Date Date Cost Arbitrage Dead Time Global Proceeds Escrow: 78,205,716.83 0.236 0.191855% 0.191855% 77,783,436.09 422,280.73 0.01 78,205,716.83 77,783,436.09 422,280.73 0.01 Delivery date 07/06/2016 Arbitrage yield 2.500356% RFP Page 29 of 112

DRAFT #4: 12/21/15 040-00080.B4 LEE COUNTY, FLORIDA SOLID WASTE SYSTEM REVENUE BOND RESOLUTION ADOPTED RFP Page 30 of 112

TABLE OF CONTENTS PAGE ARTICLE I GENERAL SECTION 1.01. DEFINITIONS... 1 SECTION 1.02. AUTHORITY FOR RESOLUTION... 16 SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT... 16 SECTION 1.04. FINDINGS... 17 SECTION 1.05. AUTHORIZATION OF THE REFUNDING OF THE REFUNDED BONDS.... 18 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION OF BONDS... 19 SECTION 2.02. AUTHORIZATION AND DESCRIPTION OF SERIES 2016 BOND... 19 SECTION 2.03. EXECUTION OF BONDS... 22 SECTION 2.04. AUTHENTICATION... 22 SECTION 2.05. TEMPORARY BONDS... 23 SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST... 23 SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER... 24 SECTION 2.08. FORM OF BONDS... 25 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION... 33 SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED... 33 SECTION 3.03. NOTICE OF REDEMPTION... 33 SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS... 35 SECTION 3.05. PAYMENT OF REDEEMED BONDS... 35 SECTION 3.06. PURCHASE IN LIEU OF OPTIONAL REDEMPTION... 35 ARTICLE IV SECURITY, FUNDS AND ACCOUNTS; APPLICATION OF PLEDGED FUNDS SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER... 37 SECTION 4.02. SECURITY FOR BONDS... 37 SECTION 4.03. CONSTRUCTION FUND... 38 SECTION 4.04. CREATION OF FUNDS AND ACCOUNTS... 39 SECTION 4.05. FLOW OF FUNDS... 40 SECTION 4.06. REBATE FUND... 49 i RFP Page 31 of 112

SECTION 4.07. RATE STABILIZATION FUND... 50 SECTION 4.08. INVESTMENTS... 50 SECTION 4.09. SEPARATE ACCOUNTS... 51 ARTICLE V COVENANTS SECTION 5.01. GENERAL... 52 SECTION 5.02. OPERATION AND MAINTENANCE... 52 SECTION 5.03. ANNUAL BUDGET... 52 SECTION 5.04 RATES... 52 SECTION 5.05. BOOKS AND RECORDS... 53 SECTION 5.06. ANNUAL AUDIT... 53 SECTION 5.07. NO MORTGAGE OR SALE OF THE SOLID WASTE SYSTEM... 53 SECTION 5.08. INSURANCE... 55 SECTION 5.09. NO FREE SERVICE... 56 SECTION 5.10. NO IMPAIRMENT OF RIGHTS... 56 SECTION 5.11. ENFORCEMENT OF CHARGES... 57 SECTION 5.12. COVENANTS WITH CREDIT BANKS AND INSURERS... 57 [SECTION 5.13. CONSULTING ENGINEERS... 57 SECTION 5.14. FEDERAL INCOME TAXATION COVENANTS; TAXABLE BONDS... 57 SECTION 5.15. COVENANTS RELATING TO FEDERAL SUBSIDY BONDS... 58 SECTION 5.16. COMPETITIVE FACILITIES... 59 SECTION 5.17. DESIGNATION OF DISPOSAL SITES... 59 SECTION 5.18. MAINTENANCE OF SERVICE AREA; COMPLIANCE WITH INTERLOCAL AGREEMENTS... 59 SECTION 5.19. COMPLIANCE WITH CERTAIN AGREEMENTS... 60 SECTION 5.20. COMPLIANCE WITH THE ACT AND THE SOLID WASTE ORDINANCE... 60 ARTICLE VI SUBORDINATED INDEBTEDNESS AND ADDITIONAL BONDS SECTION 6.01. SUBORDINATED INDEBTEDNESS... 61 SECTION 6.02. ISSUANCE OF ADDITIONAL BONDS... 61 SECTION 6.03. BOND ANTICIPATION NOTES... 64 SECTION 6.04. ACCESSION OF SUBORDINATED INDEBTEDNESS TO PARITY STATUS WITH BONDS... 64 ARTICLE VII DEFAULTS AND REMEDIES SECTION 7.01. EVENTS OF DEFAULT... 65 ii RFP Page 32 of 112

SECTION 7.02. REMEDIES... 65 SECTION 7.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS... 66 SECTION 7.04. REMEDIES CUMULATIVE... 66 SECTION 7.05. WAIVER OF DEFAULT... 66 SECTION 7.06. APPLICATION OF MONEYS AFTER DEFAULT... 66 SECTION 7.07. CONTROL BY INSURER... 68 SECTION 8.01. SECTION 8.02. SECTION 8.03. ARTICLE VIII SUPPLEMENTAL RESOLUTIONS SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT... 69 SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS', INSURERS' AND CREDIT BANKS' CONSENTS.... 70 AMENDMENT WITH CONSENT OF INSURERS AND CREDIT BANKS ONLY... 71 ARTICLE IX DEFEASANCE SECTION 9.01. DEFEASANCE... 73 ARTICLE X MISCELLANEOUS SECTION 10.01. CAPITAL APPRECIATION BONDS... 75 SECTION 10.02. SALE OF BONDS... 75 SECTION 10.03. SEVERABILITY OF INVALID PROVISIONS... 75 SECTION 10.04. VALIDATION AUTHORIZED... 75 SECTION 10.05. REPEAL OF INCONSISTENT RESOLUTIONS... 75 SECTION 10.06. TRANSFER OF MONEYS... 75 [Signature page follows]... 76 SECTION 10.07. EFFECTIVE DATE... 77 EXHIBIT A -- FORM OF PROPOSAL EXHIBIT B -- FORM OF ESCROW DEPOSIT AGREEMENT iii RFP Page 33 of 112

RESOLUTION NO. A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF LEE COUNTY, FLORIDA PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $ IN PRINCIPAL AMOUNT OF LEE COUNTY, FLORIDA SOLID WASTE SYSTEM REFUNDING REVENUE BOND, SERIES 2016, TO REFUND CERTAIN OUTSTANDING INDEBTEDNESS OF THE COUNTY'S SOLID WASTE SYSTEM; PROVIDING FOR THE ISSUANCE OF ADDITIONAL SOLID WASTE SYSTEM REVENUE BONDS FROM TIME TO TIME FOR THE PRINCIPAL PURPOSES OF ACQUIRING, CONSTRUCTING AND EQUIPPING VARIOUS CAPITAL IMPROVEMENTS TO THE COUNTY'S SOLID WASTE SYSTEM AND REFINANCING SOLID WASTE SYSTEM INDEBTEDNESS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF FROM THE NET REVENUES OF THE SOLID WASTE SYSTEM AND CERTAIN OTHER MONEYS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH BONDS ISSUED HEREUNDER; AUTHORIZING A NEGOTIATED SALE OF THE SERIES 2016 BOND AND THE AWARD OF SAID SERIES 2016 BOND PURSUANT TO A PROPOSAL SUBMITTED BY ; DELEGATING CERTAIN AUTHORITY TO THE CHAIR FOR THE AWARD OF THE SERIES 2016 BOND AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID SERIES 2016 BOND; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTMENT OF AN ESCROW AGENT THERETO; AND PROVIDING AN EFFECTIVE DATE. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF LEE COUNTY, FLORIDA THAT: ARTICLE I GENERAL SECTION 1.01. DEFINITIONS. When used in this Resolution, the following terms shall have the following meanings, unless the context clearly otherwise requires: "Accreted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest Date next preceding the date of computation or the date of computation if an Interest Date, such interest to accrue at a rate not exceeding the legal rate, compounded RFP Page 34 of 112

semiannually, plus, with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an Interest Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Date and the Accreted Value as of the immediately succeeding Interest Date, calculated based on the assumption that Accreted Value accrues during any semi-annual period in equal daily amounts on the basis of a 360-day year. "Act" shall mean the Constitution of the State of Florida, Chapter 85-447, Laws of Florida, Special Acts of 1985, Chapter 125, Florida Statutes, the Charter of Lee County, Florida, and other applicable provisions of law. "Additional Bonds" shall mean the obligations issued at any time under the provisions of Section 6.02 hereof on parity with the Series 2016 Bond. "Annual Audit" shall mean the annual audit prepared pursuant to the requirements of Section 5.06 hereof. "Annual Budget" shall mean the annual budget prepared pursuant to the requirements of Section 5.03 hereof. "Annual Debt Service" shall mean the aggregate amount of Debt Service on the Bonds for each applicable Fiscal Year. "Assessments" shall mean any annual special assessments authorized to be levied and collected by the Issuer pursuant to the Act and the Solid Waste Ordinance as annual charges to be imposed upon the owners of each parcel of real property within Lee County, Florida for the utilization of the disposal, collection and other services and facilities of the Solid Waste System. "Authorized Investments" shall mean any investments that may be made by the Issuer under applicable law and which are allowed under the Issuer's investment policy. "Authorized Issuer Officer" shall mean the Chair, the County Manager or the Clerk, and when used in reference to any act or document, also means any other person authorized by resolution of the Issuer to perform such act or sign such document. "Board" shall mean the Board of County Commissioners of Lee County, Florida. "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. 2 RFP Page 35 of 112