NEW ISSUE BOOK ENTRY ONLY RATINGS:

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1 NEW ISSUE BOOK ENTRY ONLY RATINGS: See "RATINGS" herein In the opinion of Squire, Sanders & Dempsey L.L.P., Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2008A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii) the Series 2008A Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Series 2008A Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. See "TAX MATTERS" herein. $76,875,000 SARASOTA COUNTY PUBLIC HOSPITAL DISTRICT Variable Rate Hospital Revenue Refunding Bonds (Sarasota Memorial Hospital Project), Series 2008A CUSIP No BX7 Dated: Date of Delivery Due Date: July 1, 2037 The $76,875,000 aggregate principal amount of Sarasota County Public Hospital District Variable Rate Hospital Revenue Refunding Bonds (Sarasota Memorial Hospital Project), Series 2008A (the "Series 2008A Bonds") are being issued as bonds bearing interest at a Daily Rate pursuant to, and are secured under, a Trust Agreement dated as of September 1, 2008 (the "Trust Agreement"), by and between the Sarasota County Public Hospital District (the "District") and U.S. Bank National Association, Jacksonville, Florida, as bond trustee (the "Bond Trustee"). The Series 2008A Bonds are being issued as fully registered Bonds registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), which acts as securities depository for the Series 2008A Bonds. So long as the Series 2008A Bonds bear interest at the Daily Rate, purchases of beneficial interests in the Series 2008A Bonds will be in denominations of $100,000 or in multiples of $5,000 in excess of $100,000. The Series 2008A Bonds will only be available to purchasers under the book-entry system maintained by DTC through brokers and dealers who are, or act through, DTC Participants. Purchasers will not receive physical delivery of the Series 2008A Bonds. For so long as any purchaser is the beneficial owner of a Series 2008A Bond, such purchaser must maintain an account with a broker or dealer who is, or acts through, a DTC Participant in order to receive payment of principal of and interest on such Series 2008A Bond. For so long as the book-entry system is in effect any reference to a holder or owners shall be deemed to be Cede & Co. and not the beneficial owners of the Series 2008A Bonds. See "Book-Entry Only System for the Series 2008A Bonds" under "THE SERIES 2008A BONDS" herein. The payment of the principal of, Purchase Price and interest on the Series 2008A Bonds will be secured by and are payable from an irrevocable directpay letter of credit (the "Letter of Credit") issued by (in such capacity, the "Bank"). The Letter of Credit will expire, unless earlier terminated or unless renewed or extended, on October 1, The Letter of Credit may be replaced by an Alternate Letter of Credit under the terms and conditions set forth in the Trust Agreement, as described herein. ANY PURCHASE OF THE SERIES 2008A BONDS SHOULD BE BASED SOLELY UPON THE FINANCIAL STRENGTH OF THE BANK. THE SERIES 2008A BONDS ARE BEING OFFERED SOLELY ON SUCH BASIS. NO FINANCIAL INFORMATION WITH RESPECT TO THE DISTRICT IS OR WILL BE SUPPLIED TO POTENTIAL INVESTORS. The Series 2008A Bonds are being issued as variable rate bonds accruing interest at a Daily Rate until converted to another Interest Rate Period set forth in the Trust Agreement, as described herein. During the Daily Rate Period, interest payments on the Series 2008A Bonds will be calculated at the Daily Rate determined by the Remarketing Agent (described below) on each Business Day. While interest on the Series 2008A Bonds accrues at the Daily Rate, interest will be payable on the first Business Day of each calendar month following a month in which interest at such rate has accrued (the "Interest Payment Date"). The initial Daily Rate will be determined by the Underwriter prior to issuance of the Series 2008A Bonds. During a Daily Rate Period, the Series 2008A Bonds are subject to optional, special and extraordinary optional and mandatory redemption by the District prior to maturity all in the manner and at the times described herein. The Series 2008A Bonds are also subject to mandatory tender for purchase on any Interest Payment Date applicable to such Series 2008A Bonds upon written demand of the District, upon conversion from a Daily Rate Period to another Interest Rate Period (except for conversions to the Weekly Rate), upon expiration or termination of the Letter of Credit or delivery of an Alternate Letter of Credit and upon default under the Letter of Credit as described herein. Wachovia Bank, National Association will serve as the initial remarketing agent for the Series 2008A Bonds (in such capacity, the "Remarketing Agent"). The purchase of the Series 2008A Bonds upon tender may be made with the proceeds of the remarketing of such Series 2008A Bonds by the Remarketing Agent. To the extent such remarketing proceeds are insufficient, the purchase of the Series 2008A Bonds may be made with proceeds of drawings under the Letter of Credit or any Alternate Letter of Credit. The Series 2008A Bonds are special and limited obligations of the District, and are payable, except to the extent payable from certain available moneys pledged therefor under the Trust Agreement, solely from draws under the Letter of Credit or any Alternate Letter of Credit. The Series 2008A Bonds will not be deemed to constitute a debt of the District for which the full faith and credit and taxing power of the District is pledged but such Series 2008A Bonds are payable solely from the funds provided therefor as herein described. Neither the issuance nor the remarketing of the Series 2008A Bonds directly or indirectly or contingently obligates the State of Florida, Sarasota County, Florida or the District to levy any tax or to pledge any form of taxation whatever therefor or to make any appropriation for their payment or for the operation and maintenance of the District's property. The Series 2008A Bonds do not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the District or upon its income, receipts or revenue, except to the extent provided in the Trust Agreement. This Official Statement describes the terms of the Series 2008A Bonds only while the Series 2008A Bonds are in a Daily Rate Period, as described herein. The District may elect to convert the Series 2008A Bonds to another Interest Rate Period as described herein. Prospective purchasers of the Series 2008A Bonds bearing interest at a rate other than a Daily Rate Period should not rely on this Official Statement. This cover page contains certain information for quick reference only. It is not, and is not intended to be, a summary and prospective investors must read the entire Official Statement to obtain information essential to their making of an informed investment decision. The delivery of the Series 2008A Bonds is subject to the receipt of the approving opinion of Squire, Sanders & Dempsey L.L.P., as Bond Counsel, on certain legal matters as described herein. In connection with the issuance of the Series 2008A Bonds, certain legal matters will be passed upon for the District by its General Counsel, Williams, Parker, Harrison, Dietz & Getzen, Sarasota, Florida and Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Disclosure Counsel, and for the Bank and the Underwriter by their Counsel, Bryant Miller Olive, P.A., Tampa, Florida. The District has retained Kaufman Hall & Associates, Skokie, Illinois, as Financial Advisor. It is expected that the remarketed Series 2008A Bonds will be available upon remarketing for delivery through the facilities of DTC on or about September 2, Dated: August 25, 2008 WACHOVIA SECURITIES

2 No dealer, broker, salesman or other person has been authorized by the District or the Underwriter to give any information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. 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 2008A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information contained in this Official Statement has been furnished by the District, the Bank, DTC and other sources which are believed to be reliable. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement, nor any sale made hereunder, shall under any circumstances create an implication that there has been no change in the affairs of the Bank or the District since the date hereof. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Other than with respect to information concerning the Bank contained under the caption "THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT" and in "APPENDIX C Information Relating to The Northern Trust Company," none of the information in this Official Statement has been supplied or verified by the Bank and the Bank makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information; (ii) the validity of the Series 2008A Bonds; or (iii) the tax exempt status of the interest on the Series 2008A Bonds. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2008A BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. CUSIP numbers are included on the cover page of this Official Statement for the convenience of the holders and potential holders of the Series 2008A Bonds. No assurance can be given that the CUSIP numbers for the Series 2008A Bonds will remain the same after the date of issuance and delivery of the Series 2008A Bonds. 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 2008A Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2008A 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 BANK AND THE BANK'S LETTER OF CREDIT AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2008A BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.

3 TABLE OF CONTENTS Page INTRODUCTION...1 Purpose of this Official Statement...1 Authorization and Plan of Finance...1 Security for the Series 2008A Bonds...2 Remarketing...3 THE SARASOTA COUNTY PUBLIC HOSPITAL DISTRICT...3 THE SERIES 2008A BONDS...4 General...4 Book-Entry Only System for the Series 2008A Bonds...6 Interest on the Series 2008A Bonds; Conversion...9 Tenders Remarketing and Purchase...12 Inadequate Funds for Purchase...13 Book-Entry Tender and Delivery Procedures...13 Limitations on Tenders...13 Redemption...13 THE REMARKETING AGENT...17 Obligations of the Remarketing Agent...17 The Remarketing Agent is Paid By the District...17 The Remarketing Agent Routinely Purchases Series 2008A Bonds for its Own Account...17 Series 2008A Bonds May be Offered at Different Prices on Any Date Including an Interest Rate Determination Date...18 The Ability to Sell the Series 2008A Bonds Other Than Through the Tender Process May Be Limited...18 Miscellaneous...19 THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT...19 General Reimbursement Agreement...20 Alternate Letter of Credit...21 ESTIMATED ANNUAL DEBT SERVICE REQUIREMENTS...23 BONDHOLDERS' RISKS...24 The Bank...24 Enforceability of the Letter of Credit or an Alternate Letter of Credit...24 Bond Ratings...24 TAX MATTERS...25 APPROVAL OF LEGALITY...27 UNDERWRITING...27 CERTAIN RELATIONSHIPS...28 FINANCIAL ADVISOR...28

4 RATINGS...28 LITIGATION...29 EXEMPTION FROM CONTINUING DISCLOSURE...29 MISCELLANEOUS...29 APPENDICES A - B - C - Form of the Trust Agreement Form of Approving Opinion of Bond Counsel Information Relating to The Northern Trust Company ii

5 OFFICIAL STATEMENT $76,875,000 Sarasota County Public Hospital District Variable Rate Hospital Revenue Refunding Bonds (Sarasota Memorial Hospital Project), Series 2008A This Official Statement in general describes the terms of the Series 2008A Bonds only while the Series 2008A Bonds are in a Daily Rate Period as described herein. As described herein, the District may elect to convert the Series 2008A Bonds to other Interest Rate Periods as provided in the Trust Agreement. See "APPENDIX A Form of the Trust Agreement" herein. Purpose of this Official Statement INTRODUCTION The following introduction is subject in all respects to the more complete information set forth in this Official Statement. All descriptions and summaries of documents hereinafter set forth are qualified in their entirety by reference to each document. All capitalized terms used herein and not otherwise defined have the meanings set forth in the Trust Agreement. See "APPENDIX A Form of the Trust Agreement." The purpose of this Official Statement, including the cover page and the Appendices hereto, is to set forth certain information in connection with the issuance by the Sarasota County Public Hospital District (the "District") of its $76,875,000 principal amount of Variable Rate Hospital Revenue Refunding Bonds (Sarasota Memorial Hospital Project), Series 2008A (the "Series 2008A Bonds" or the "Bonds") being issued pursuant to a Trust Agreement (the "Trust Agreement") dated as of September 1, 2008, by and between the District and U.S. Bank National Association, Jacksonville, Florida (the "Bond Trustee"). A copy of the Trust Agreement is included in APPENDIX A. The debt represented by the Series 2008A Bonds is being incurred by the District pursuant to a Master Trust Indenture dated as of September 1, 1996, as amended and supplemented (the "Master Indenture"). Authorization and Plan of Finance Pursuant to the applicable provisions of Florida law, the District, by resolution duly adopted on (i) December 16, 2002, authorized the original issuance of the District's $80,000,000 Variable Rate Hospital Revenue Bonds (Sarasota Memorial Hospital Project), Series 2003A (the "Series 2003A Bonds") and on (ii) July 21, 2008, authorized the issuance of the Series 2008A Bonds and the refunding of the Series 2003A Bonds.

6 The Series 2003A Bonds were issued by the District to (i) pay (or reimburse) a portion of the costs of the acquisition and construction of extensions and additions to the District's facilities; and (ii) pay the costs of issuance of the Series 2003A Bonds. The proceeds of the Series 2008A Bonds will be applied by the District to currently refund all of the outstanding principal of the Series 2003A Bonds. Accrued interest on the Series 2003A Bonds and costs associated with the issuance of the Series 2008A Bonds will be paid with a District equity contribution. Concurrently with the issuance of the Series 2008A Bonds the District is issuing $81,725,000 aggregate principal amount of Variable Rate Hospital Revenue Refunding Bonds (Sarasota Memorial Hospital Project), Series 2008B (the "Series 2008B Bonds") for the purpose of currently refunding its outstanding Variable Rate Hospital Revenue Bonds (Sarasota Memorial Hospital Project), Series 2007A. The Series 2008B Bonds will be secured under a separate trust agreement and by a separate letter of credit. Security for the Series 2008A Bonds Concurrently with, and as a condition to, the issuance of the Series 2008A Bonds, the District will cause The Northern Trust Company (the "Bank"), to deliver an irrevocable direct-pay letter of credit (the "Letter of Credit") to the Bond Trustee. Certain financial information related to the Bank is contained in APPENDIX C. The Bond Trustee will be entitled under the Letter of Credit to draw amounts up to (a) the principal amount of the Series 2008A Bonds or the portion of the Purchase Price of the Series 2008A Bonds corresponding to the principal of the Series 2008A Bonds and (b) up to 35 days' accrued interest on the Series 2008A Bonds (at a maximum rate of 10% per annum) or that portion of the Purchase Price of the Series 2008A Bonds corresponding to the accrued interest thereon. The Letter of Credit will be issued pursuant to a Letter of Credit and Reimbursement Agreement, dated as of September 1, 2008, between the District and the Bank (the "Reimbursement Agreement"), as described under the caption "THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT." The District will agree in the Reimbursement Agreement to reimburse the Bank for drawings made under the Letter of Credit and to make certain other payments. NO REPRESENTATION IS MADE CONCERNING THE FINANCIAL STATUS OR PROSPECTS OF THE DISTRICT. PROSPECTIVE PURCHASERS OF THE SERIES 2008A BONDS ARE ADVISED TO RELY SOLELY UPON THE LETTER OF CREDIT FOR PAYMENT OF PRINCIPAL AND PURCHASE PRICE OF AND INTEREST ON THE SERIES 2008A BONDS. AN EVENT OF DEFAULT UNDER THE REIMBURSEMENT AGREEMENT, INCLUDING, AMONG OTHER THINGS, THE DISTRICT'S FAILURE TO PAY THEIR REIMBURSEMENT OBLIGATIONS OR COMPLY WITH THEIR COVENANTS THEREUNDER, WILL PERMIT THE BANK TO DECLARE AN EVENT OF DEFAULT UNDER THE TRUST AGREEMENT, WHICH WOULD REQUIRE THE BOND TRUSTEE TO 2

7 DECLARE THE SERIES 2008A BONDS TO BE IMMEDIATELY DUE AND PAYABLE. SEE "THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT" AND "APPENDIX C INFORMATION RELATING TO THE NORTHERN TRUST COMPANY." The Series 2008A Bonds are special and limited obligations of the District, and are payable, except to the extent payable from certain available moneys pledged therefor under the Trust Agreement, solely from draws under the Letter of Credit or any Alternate Letter of Credit. The Series 2008A Bonds will not be deemed to constitute a debt of the District for which the full faith and credit and taxing power of the District is pledged but such Series 2008A Bonds are payable solely from the funds provided therefor as herein described. Neither the issuance nor the remarketing of the Series 2008A Bonds directly or indirectly or contingently obligates the State of Florida, Sarasota County, Florida or the District to levy any tax or to pledge any form of taxation whatever therefor or to make any appropriation for their payment or for the operation and maintenance of the District's property. The Series 2008A Bonds do not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the District or upon its income, receipts or revenue, except to the extent provided in the Trust Agreement. Remarketing Wachovia Bank, National Association will serve as the initial remarketing agent for the Series 2008A Bonds (the "Remarketing Agent"). The purchase of the Series 2008A Bonds upon tender may be made with the proceeds of the remarketing of such Series 2008A Bonds by the Remarketing Agent. See "THE REMARKETING AGENT." THE SARASOTA COUNTY PUBLIC HOSPITAL DISTRICT The Series 2008A Bonds are being issued by the District, a Florida independent special district created in 1949 by Chapter 26468, Laws of Florida, Acts of Extraordinary Session of 1949, as amended, and recodified by Chapter , Laws of Florida, as amended (collectively, the "Act"). The District provides health care facilities and services primarily for the residents of Sarasota County (the "County"), Florida. The Act provides that the District may acquire real and personal property, and establish, construct, acquire, operate and maintain hospitals and health care facilities and provide health care services for limited or extended care and treatment and any facilities which are necessary and incidental to the operation thereof within or without Sarasota County. The District has the right to exercise the right of eminent domain, to establish a medical and dental staff, to issue revenue bonds. The District's boundaries are coterminous with the County. The County is located on the southwest coast of Florida, approximately 60 miles south of Tampa. The District owns and operates Sarasota Memorial Hospital, an 806-3

8 bed regional medical center, the second largest acute care hospital in Florida (the "Hospital"). THE SERIES 2008A BONDS The following is a summary of certain provisions of the Series 2008A Bonds. Reference is made to the Series 2008A Bonds for the complete text thereof and to the Trust Agreement for all of the provisions relating to the Series 2008A Bonds. The discussion herein is qualified by such reference. The following summary describes the terms of the Series 2008A Bonds only while the Series 2008A Bonds are in a Daily Rate Period. Prospective purchasers of the Series 2008A Bonds should not rely on this summary if the Series 2008A Bonds are bearing interest at a rate other than the Daily Rate. If the District elects to convert the Series 2008A Bonds to another Interest Rate Period, a new Official Statement or a supplement to this Official Statement describing the terms of the Series 2008A Bonds during such Interest Rate Period will be prepared. General From and after the date of issuance, the Series 2008A Bonds will bear interest at the Daily Rate unless and until the Series 2008A Bonds are converted to a Flexible Rate, a Weekly Rate, a LIBOR-Based Interest Rate, a Term Rate or an Auction Rate. All of the Series 2008A Bonds must be converted to a new Interest Rate Period if any of the Series 2008A Bonds are converted. The Series 2008A Bonds are being issued as fully registered bonds, in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), which acts as securities depository for the Series 2008A Bonds. During the Daily Rate Period, the Series 2008A Bonds will be available to purchasers in minimum denominations of $100,000 or multiples of $5,000 in excess of $100,000. So long as the Series 2008A Bonds bear interest at the Daily Rate, the interest on the Series 2008A Bonds is payable on the first Business Day of each calendar month following a month in which interest at such rate has accrued (an "Interest Payment Date") to the persons in whose names the Series 2008A Bonds are registered in the registration books maintained by the Bond Trustee as of the close of business on the Regular Record Date for such interest, which, so long as the Series 2008A Bonds bear interest at the Daily Rate, shall be the close of business on the day (whether or not a Business Day) immediately preceding the Interest Payment Date in question. If there is a default in any payment of interest and sufficient funds thereafter become available to pay such interest, such payment shall be made to the persons in whose names the Series 2008A Bonds are registered in the registration books as of a 4

9 Special Record Date to be established by the Bond Trustee upon notice to the registered Owners. The Series 2008A Bonds will be dated the date of their delivery. While the Series 2008A Bonds bear interest at a Daily Rate, such Series 2008A Bonds are subject to (i) optional tender by the Owners thereof on any Business Day and (ii) mandatory tender without the option to retain under certain circumstances; including on any Interest Payment Date applicable to such Series 2008A Bonds upon written demand of the District, upon the conversion from the Daily Rate Period to a different Interest Rate Period (except conversions from the Daily Rate to the Weekly Rate), upon the expiration or termination of the Letter of Credit or the delivery of an Alternate Letter of Credit or upon default under the Reimbursement Agreement. See "THE SERIES 2008A BONDS B Tenders" below. The Series 2008A Bonds will bear interest until payment of the principal thereof shall have been made or provided for in accordance with the provisions of the Trust Agreement, whether at maturity, upon redemption, or otherwise. During a Daily Rate Period, interest accrued on the Series 2008A Bonds will be computed on the basis of a 365- or 366-day year for the number of days actually elapsed. As noted above, the District has appointed Wachovia Bank, National Association to serve as Remarketing Agent for the Series 2008A Bonds pursuant to the terms of the Trust Agreement and the Remarketing Agreement, dated as of September 1, 2008, between the District and the Remarketing Agent (the "Remarketing Agreement"). The Remarketing Agent may at any time resign and be discharged of the duties created by the Trust Agreement for the Remarketing Agent by giving five Business Days' notice to the District and the Bank. The District may remove the Remarketing Agent and appoint a successor Remarketing Agent at any time at the direction of the District. Any remarketing agreement between the District and any successor remarketing agent is required to contain administrative provisions substantially similar to those contained in the Remarketing Agreement. See "THE REMARKETING AGENT." So long as the Series 2008A Bonds are registered in the name of Cede & Co., as nominee of DTC, neither the District nor the Bond Trustee will have any responsibility or obligation to any DTC Participant or to any Indirect DTC Participant or beneficial owner. See "Book-Entry-Only System for the Series 2008A Bonds" below for the definition of "Participant" and "Indirect Participant." Without limiting the immediately preceding sentence, neither the District nor the Bond Trustee will have any responsibility or obligation with respect to: (i) the accuracy of the records of DTC or any DTC Participant with respect to any ownership interest in the Series 2008A Bonds; (ii) the delivery to any DTC Participant or any other person other than a registered owner, as shown on the bond register, of any notice with respect to the Series 2008A Bonds, including any notice of redemption; or (iii) the payment to any DTC Participant or any other person other than a registered owner, as shown in the bond register, of any amount with respect to principal of, premium, if any, or interest on the Series 2008A Bonds. 5

10 Book-Entry Only System for the Series 2008A Bonds The following description of DTC, the procedures and record keeping with respect to beneficial ownership interests in the Series 2008A Bonds, payment of interest and principal on the Series 2008A Bonds to DTC Participants or Beneficial Owners of the Series 2008A Bonds, confirmation and transfer of beneficial ownership interest in the Series 2008A Bonds and other related transactions by and between DTC, the DTC Participants and Beneficial Owners of the Series 2008A Bonds is based solely on information furnished by DTC to the District for inclusion in this Official Statement. Accordingly, the District makes no representations concerning these matters. DTC will act as securities depository for the Series 2008A Bonds (which, for purposes of this subsection only, are referred to as the "Securities"). The Securities will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Securities certificate will be issued for each maturity of the Securities, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million U.S. and non U.S. equity issues, corporate and municipal issues, and money market instruments from over 100 countries that DTC's participants (the "Direct Participants") deposit with DTC. DTC also facilitates the post trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard and Poor's highest rating: "AAA." The DTC rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at and 6

11 Purchases of the Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Series 2008A Bond (the "Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of the Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Securities, except in the event that use of the book-entry system for the Securities is discontinued. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co., or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption and tender notices shall be sent to DTC. If less than all of the Securities within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or 7

12 voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, premium, if any, and interest payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the District or the Bond Trustee on a payment date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Bond Trustee, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest on the Securities, as applicable, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Bond Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to the District or the Bond Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Securities certificates are required to be printed and delivered. The District and the Bond Trustee may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository) in accordance with DTC rules. In that event, Securities certificates will be printed and delivered. NEITHER THE DISTRICT NOR THE BOND TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE SECURITIES IN RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT, THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE PRINCIPAL OF, REDEMPTION PRICE OF OR INTEREST ON THE SECURITIES, ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER THE TRUST AGREEMENT, THE SELECTION BY DTC OR ANY DTC PARTICIPANT OR ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES 2008A BONDS, OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SECURITIES, AS NOMINEE OF DTC, REFERENCES IN THIS OFFICIAL 8

13 STATEMENT TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SECURITIES SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2008A BONDS. Interest on the Series 2008A Bonds; Conversion Daily Rates. The initial Daily Rate will commence on the date of delivery of the Series 2008A Bonds and shall be established by the Underwriter prior to delivery. Thereafter, the Daily Rate shall be established by the Remarketing Agent on each Business Day. The Daily Rate for each Daily Rate Period shall be effective from and including the commencement date of such period and shall remain in effect through, but not including the next succeeding Business Day. Each such Daily Rate shall be determined no later than 9:30 a.m., New York City time, on each Business Day of the Daily Rate Period to which it relates and provided to the Bond Trustee by the Remarketing Agent by telephonic notice or Electronic Notice given each Friday and the last day of each month. During each Daily Rate Period, the interest rate for the Series 2008A Bonds will be the rate of interest which, in the judgment of the Remarketing Agent, would cause the Series 2008A Bonds to have a market value as of the date of determination equal to the principal amount thereof, taking into account prevailing market conditions. The determination by the Remarketing Agent of the Daily Rate will be conclusive and binding on the District, the Bond Trustee and the Owners. If the Remarketing Agent fails for any reason to determine or to notify the Bond Trustee of the Daily Rate, the Daily Rate will be equal to the SIFMA Index and will remain in effect from day to day until the Bond Trustee is notified of a new Daily Rate determined by the Remarketing Agent. Conversion. At the election of the District, the Series 2008A Bonds may be converted to or from a Daily Rate, Flexible Rate, Weekly Rate, LIBOR-Based Interest Rate, Term Rate or Auction Rate. With certain exceptions, no conversion of Interest Rate Periods shall be effective unless (i) the Bond Trustee has received a Favorable Opinion of Bond Counsel to the effect that the conversion is authorized and permitted by the laws of the State of Florida and by the Trust Agreement and will not adversely affect the exclusion of interest on the Series 2008A Bonds from gross income of the owner thereof for federal income tax purposes or adversely affect the treatment of the Series 2008A Bonds for tax purposes under the laws of the State of Florida; (ii) in the case of a conversion with respect to which there will be no Letter of Credit in effect to provide funds for the purchase of the Series 2008A Bonds on the Conversion Date, the remarketing proceeds available on the Conversion Date are not less than the amount required to purchase all of such Series 2008A Bonds at the Purchase Price (not including any premium); (iii) in the event of a conversion to an ARS Interest Rate Period, prior to the Conversion Date the District shall have appointed an Auction Agent and one or more Broker-Dealers and there shall have been executed and delivered an Auction Agreement and one or more Broker-Dealer Agreements and (iv) if a Letter of Credit will be in effect after the Conversion Date, then, upon conversion, (A) if the Series 2008A Bonds are being converted to a Weekly Rate Period, either the stated coverage of the Letter of Credit 9

14 will include an amount sufficient to pay interest on all Series 2008A Bonds Outstanding (calculated at the Maximum Rate) for a period of days not less than the number of days in the longest interest payment period for the Series 2008A Bonds in such interest rate mode plus four (4) days, or the Bond Trustee has received prior written confirmation from each of the Rating Agencies then rating the Series 2008A Bonds that such conversion will not result in a reduction or withdrawal of the then current short-term ratings on the Series 2008A Bonds, and (B) if the conversion is to the Term Rate at an interest rate fixed to maturity and a Letter of Credit or an Alternate Letter of Credit shall be in effect, the term of the Letter of Credit shall extend to at least fifteen (15) days after the maturity date. The District will give notice of any proposed conversion to the Bond Trustee, the Bank and the Remarketing Agent not fewer than two (2) Business Days prior to the 30th day before the proposed conversion from a Flexible, Daily, Weekly, LIBOR-Based, Term or Auction Rate Period. The Bond Trustee will give notice by first class mail of proposed conversion to the registered Owners of Series 2008A Bonds to be converted which are then accruing interest at Flexible, Daily, Weekly, LIBOR-Based, Term or Auction Rates not less than 15 days before the proposed Conversion Date (or 20 days if the conversion coincides with a default under the Reimbursement Agreement or the substitution of an Alternate Letter of Credit). Such notice shall state: (i) the proposed Conversion Date; (ii) that the Series 2008A Bonds will be subject to mandatory tender for purchase on the Conversion Date; (iii) the purchase price; (iv) if a Book-Entry System is not in effect, that the Series 2008A Bonds subject to mandatory tender must be surrendered to collect the purchase price; (v) if a Book-Entry System is not in effect, the address at which the Series 2008A Bonds must be surrendered; (vi) that interest on the Series 2008A Bonds (or beneficial interests) purchased ceases to accrue on the Conversion Date; (vii) the conditions, if any, to the conversion; (viii) if the Series 2008A Bonds are in certificated form, information with respect to required delivery of Bond certificates and payment of the Purchase Price; and (ix) whether the Letter of Credit will remain in place after the Conversion Date. In addition, if a Letter of Credit is expiring or being replaced, the notice will state the expiration or replacement date and that the expiration or replacement might result in a reduction or withdrawal of any rating of the Series 2008A Bonds. The District shall have the right to deliver to the Bond Trustee, the Remarketing Agent (if any), the Tender Agent (if any), and the Bank (if any), on or prior to 10:00 a.m. on the Business Day preceding the effective date of any such Conversion, a notice to the effect that the District elects to rescind its election to make such Conversion. If the District rescinds its election to make such Conversion, then the applicable Series 2008A Bonds shall continue to bear interest at a Daily Rate commencing on the date which would have been the effective date of the Conversion. In any event, if notice of a Conversion has been mailed to the Holders of the Series 2008A Bonds and the District rescinds its election to make such 10

15 Conversion, then such Series 2008A Bonds shall continue to be subject to mandatory tender for purchase on the date which would have been the effective date of the Conversion. Tenders The following information, including without limitation the manner of exercising mandatory and optional tender rights, is subject in its entirety to the provisions described above under the caption "Book-Entry Only System" while the Series 2008A Bonds are in the Book-Entry Only System. See "Book-Entry Tender and Delivery Procedures" below. Optional Tender. The Owners of Series 2008A Bonds accruing interest at the Daily Rate may elect to have their Series 2008A Bonds (or portions thereof in amounts equal to the lowest authorized denominations of Series 2008A Bonds or whole multiples thereof) purchased at a purchase price (the "Purchase Price") equal to 100% of the principal amount thereof, plus accrued interest (if any) to the date of purchase, on any Business Day and upon Electronic Notice or telephonic notice of tender to the Bond Trustee through the Owner's DTC Participant, not later than 10:00 a.m., New York City time, on the purchase date. Notices of tender will be irrevocable and will state, whether delivered personally, by Electronic Notice, in writing or by telephone, (i) the principal amount of the Series 2008A Bond to which the notice relates, (ii) that the Owner irrevocably demands purchase of such Bond, (iii) the date on which such Series 2008A Bond is to be purchased and (iv) payment instructions with respect to the Purchase Price. The determination of the Bond Trustee as to whether such notice of tender has been properly delivered pursuant to the Trust Agreement will be conclusive and binding upon the Owner. Mandatory Tender. The Series 2008A Bonds are subject to mandatory tender for purchase: (i) on any Interest Payment Date applicable to such Series 2008A Bonds upon written demand of the District; (ii) on any Conversion Date for Series 2008A Bonds (except for a conversion from the Daily Rate to the Weekly Rate); (iii) upon the delivery of an Alternate Letter of Credit; (iv) on the fifth Business Day prior to the expiration or termination of any existing Letter of Credit if the term of a Letter of Credit has not been extended and an Alternate Letter of Credit has not been delivered as permitted by the Trust Agreement; or (v) upon notification to the Bond Trustee from the Bank of a default under the Reimbursement Agreement. 11

16 The Purchase Price payable upon any such mandatory tender will be equal to 100% of the principal amount of the Series 2008A Bonds (or portions thereof) to be purchased. Remarketing and Purchase The Remarketing Agent is required to use its best efforts to remarket Series 2008A Bonds properly tendered. Series 2008A Bonds tendered for purchase are to be paid for by the Bond Trustee: first, from moneys derived from the remarketing of such Series 2008A Bonds by the Remarketing Agent; second, from moneys received from the Bank under the Letter of Credit; and third, with respect only to any Series 2008A Bonds for which there is no Letter of Credit in place under which draws for the payment of the purchase price of tendered Series 2008A Bonds can be made, then from other moneys available to it for the payment of tendered Series 2008B Bonds. The Remarketing Agent shall not remarket any Series 2008A Bond if a Letter of Credit is in effect and following occurrence of an Event of Default the Bond Trustee has declared the principal of, premium, if any, and interest on the Series 2008A Bonds to be immediately due and payable pursuant to the Trust Agreement. See "THE REMARKETING AGENT." At any time the Series 2008A Bonds are subject to mandatory tender as provided above, the Bond Trustee shall give notice of such mandatory tender for purchase to the Owners of Series 2008A Bonds, the Bank, the Remarketing Agent, principal bond depositories, information services and each Rating Agency maintaining a rating on the Series 2008A Bonds at the written request of the District, not less than fifteen (15) days before the mandatory tender date. The notice will state (1) the purchase date, (2) the purchase price, (3) if a Book-Entry System is not in effect, that the Series 2008A Bonds subject to mandatory tender must be surrendered to collect the purchase price, (4) if a Book-Entry System is not in effect, the address at which the Series 2008A Bonds must be surrendered, and (5) that interest on the Series 2008A Bonds (or beneficial interests) purchased ceases to accrue on the purchase date. In addition, if a Letter of Credit is expiring or being replaced, the notice will state the expiration or replacement date and that the expiration or replacement might result in a reduction or withdrawal of any rating of the Series 2008A Bonds. During a Daily Rate Period, the Owner of each Bond to be purchased on any purchase date will be required to deliver such Bond to the principal corporate trust office of the Bond Trustee at or before 1:00 p.m., New York City time on the purchase date. If any such Series 2008A Bond is not delivered on the purchase date, but there has been irrevocably deposited with the Bond Trustee an amount sufficient to pay the Purchase Price thereof, interest thereon shall cease to accrue on the purchase date and the Owner of such Series 2008A Bond will have no further rights thereunder, except to receive payment of the Purchase Price for such Series 2008A Bond from the funds so deposited upon presentation and surrender of said Series 2008A Bond to the Bond Trustee. On the purchase date, new Series 2008A Bonds, in lieu of and in substitution for such undelivered Series 2008A Bonds, shall be issued and registered in the names of the purchasers. 12

17 Inadequate Funds for Purchase If the funds available for purchases of Series 2008A Bonds pursuant to the Trust Agreement and as described above are inadequate for the purchase of all Series 2008A Bonds tendered on any purchase date, the Bond Trustee will: (a) return all tendered Series 2008A Bonds to the registered Owners thereof; (b) return all moneys received for the purchase of such Series 2008A Bonds to the persons providing such moneys; and (c) notify the District, the Bank and the Remarketing Agent of the return of such Series 2008A Bonds and moneys and of the failure to make payment for tendered Series 2008A Bonds. Book-Entry Tender and Delivery Procedures Notwithstanding anything to the contrary contained in the Trust Agreement, for so long as a Securities Depository Nominee is the sole registered owner of the Series 2008A Bonds, all tenders and deliveries of Series 2008A Bonds under the provisions of the Trust Agreement will be made pursuant to Securities Depository's procedures as in effect from time to time and neither the District, the Remarketing Agent nor the Bond Trustee will have any responsibility for or liability with respect to the implementation of such procedures. Limitations on Tenders Owners or beneficial owners of Series 2008A Bonds called for redemption or mandatory tender and purchase shall not have the right (without the prior consent of the Remarketing Agent) to tender such Series 2008A Bonds for purchase on an optional tender date if such optional tender date will occur on or after the tenth (10th) day prior to the date fixed for redemption or mandatory repurchase. Redemption Optional Redemption. While the Series 2008A Bonds bear interest at a Daily Rate, the Series 2008A Bonds are subject to redemption (or purchase in lieu of redemption) prior to maturity at the option of the District, in whole or in part, and if in part at the lowest authorized denomination or any whole multiple thereof, from funds available for such purpose, on any Business Day during the Daily Rate Period at a price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date. Mandatory Sinking Fund Redemption. The Series 2008A Bonds are subject to mandatory redemption prior to maturity to the extent of the Sinking Fund Requirements therefor, at the principal amount of the Series 2008A Bonds to be redeemed, plus accrued interest to the date fixed for redemption, but without premium, in the following amounts on July 1 in each of the following years as set forth in the following table: 13