09/01/2015 Finance Committee Meeting Packet Finance Committee Agenda
September 1, 2015
County Manager's Front Conference Room
9:00 a.m.
1. Call to order
2. Approval of Agenda (meeting noticed on August 26, 2015)
3. Approval of Minutes from August 14, 2015 Meeting
4. 2015 Refunding of Series 2006 Water and Sewer Bonds maturing 2017-2022 review bids.
5. Consideration of new Finance Committee member.
6. Other Business
7. Adjourn—Next Meeting—TBD
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Collier County Government r,i` A�
Communication & Customer Relations
3299 Tamiami Trail East, Suite 102 colliergov.net
Naples, FL 34112-5746 twitter.com/CollierPIO
facebook.com/CollierGov
youtube.com/CollierGov
August 26, 2015
FOR IMMEDIATE RELEASE
NOTICE OF PUBLIC MEETING
COLLIER COUNTY FINANCE COMMITTEE
COLLIER COUNTY, FLORIDA
TUESDAY, SEPTEMBER 1, 2015
9:00 A.M.
Notice is hereby given that the Collier County Finance Committee will meet Tuesday, September 1, at 9:00
a.m. in the County Manager's Front Conference Room, second floor, Collier County Government Center,
3299 Tamiami Trail East, Naples, Fla.
About the public meeting:
Two or more members of the Board of County Commissioners may be present and may participate at the
meeting. The subject matter of this meeting may be an item for discussion and action at a future Board of
County Commissioners meeting.
All interested parties are invited to attend, and to register to speak. All registered public speakers will be
limited to three minutes unless permission for additional time is granted by the chairman.
Collier County Ordinance No. 2004-05 requires that all lobbyists shall, before engaging in any lobbying
activities (including, but not limited to, addressing the Board of County Commissioners, an advisory board
or quasi-judicial board), register with the Clerk to the Board at the Board Minutes and Records Department.
Anyone who requires an auxiliary aid or service for effective communication, or other reasonable
accommodations in order to participate in this proceeding, should contact the Collier County Facilities
Management Department located at 3335 Tamiami Trail East,Naples, Florida 34112, or (239) 252-8380 as
soon as possible, but no later than 48 hours before the scheduled event. Such reasonable accommodations
will be provided at no cost to the individual.
For more information, call Mark Isackson at(239) 252-8973.
###
DRAFT
COLLIER COUNTY
FINANCE COMMITTEE MEETING
MINUTES
August 14, 2015, 11:00 A.M.
In attendance: Crystal Kinzel, Clerk of Courts Finance Director; Susan Usher, Senior Budget Analyst OMB; Derek
Johnssen, Clerk of Courts Assistant Finance Director; Joe Bellone, Director of Operations Support-Public Utilities; Laura
Zautcke, Senior Budget Analyst, Public Utilities Operations;Jeff Klatzkow, County Attorney;Jim Gibson.
Present by phone: Sergio Masvidal and Nicklas Rocca from the PFM Group; Steve Miller from Nabors, Giblin
1. Call to Order: Joe Bellone called the meeting to order at 11:02 a.m.
2. Approve Agenda: Meeting noticed August 7, 2015. Crystal Kinzel made motion to approve agenda and seconded by
Susan Usher. Unanimously approved.
3. Approval of Minutes from the October 24, 2014 meeting: No changes made. Joe Bellone requested that "interim"
be removed from his title on minutes. Susan Usher motioned to approve the minutes as written and seconded by
Crystal Kinzel. Unanimously approved.
4. 2015 Refunding of Series 2006 Water and Sewer Bonds maturing 2017-2022: 2% is conservative on these and
maybe lower making a 5.8% net savings or $400,000 cash flow savings. This is not a subordinate debt. Changes to
the Invitation to Bid document have been recommended and Laura Zautcke will update and start to prepare the
executive summary for the approval of the bid award. Joe Bellone is to get with Purchasing after Finance Committee
meeting to get Invitation to Bid ready to send out Monday, August 17th. The solicitations are due August 31st at 1:00
pm. Nick and Sergio will review documents received. Vendor will be selected and all pertinent information will be
uploaded into Executive Summary in Sire for the September 8th BCC meeting. The Board will approve the award of
the bid on September 8th and the bond approval will be scheduled for the September 22nd meeting.
• Remove the word "bank" throughout entire invitation to bid document. Recommended to not restrict to just
banks.
• Page 1 last sentence on page, remove "one (1) and insert "three (3) CD's".
• Page 2 remove "Exhibit III: Standard Purchase Order Terms and Conditions", remove "Exhibit IV: Vendor
Submittal-Local Vendor Preference Affidavit" and remove "Attachment 7: Vendor Submittal — Insurance and
Bonding Requirements. Error! Bookmark not defined."
• Page 3 third sentence down from top, change "3:00PM" to "1:00PM". Fourth sentence down, change "27" to
"31". Remove the entire first paragraph under"Solicitation 15-6511 Public Utilities Term Loan".
• Page 4 First sentence under "Brief Description of Purchase", add "a portion of" between "refund" and "the".
• Page 5 F — strike "would prefer a proposal that does not entail a prepayment penalty". Remove "However".
Under H, change a, b, c, d, e to 1, 2, 3, 4, 5. Crystal confirmed that item (e) Securities Act of 1933 is still the
current version.
• Page 6 Number 1-need to include "minimum 30 day rate lock". Derek will work with Laura on the wording of
this. Number 2-remove extra space between Expenses and the colon. Remove both bullet point items under
"The notification of award of the ITB does not obligate the District to close on the Bond." In the Event table,
remove line item "Non-mandatory pre-bid meeting" and the date. Line item for Solicitation Deadline Date and
Time, change date to August 31, 2015 1:00PM.
• Page 7 remove "Attachment 5: Immigration Law Affidavit" and "Attachment 7: Insurance and Bonding
Requirement".
• Page 9 third paragraph under Bid Submission-change "and one (3) compact disk" to "and three (3) compact
disks.
DRAFT
• Page 10 remove all of item number ten.
• Page 11 remove the last two sentences from item number twelve.
• Page 12 remove all of item number one and five. Unbold the number six only.
• Page 13 Unbold the number eight only. Remove all of item number nine. Since debt service payments are made
promptly, number eleven will need to be reworded accordingly.
• Page 14 remove all of item number twelve.
• Page 15 remove all of item number thirteen.
• Page 16 remove all of item number sixteen and seventeen.
• Page 17 remove all of item number eighteen, nineteen, twenty and twenty-one.
• Pages 24 and 25 are not needed.
5. Consideration of new Finance Committee Member recommendation to select someone from Growth Management.
6. Other Business None
7. Public Comment: None
8. Adjourn: Meeting adjourned at 12:10 p.m. Motioned by Joe Bellone and seconded by Crystal Kinzel. Next meeting
will be Tuesday, September 1" at 9:00 am to go over approval of award of the bid with committee.
APPROVED FINAL
COLLIER COUNTY
FINANCE COMMITTEE MEETING
MINUTES
August 14, 2015, 11:00 A.M.
In attendance: Crystal Kinzel, Clerk of Courts Finance Director; Susan Usher, Senior Budget Analyst OMB; Derek
Johnssen, Clerk of Courts Assistant Finance Director; Joe Bellone, Director of Operations Support-Public Utilities; Laura
Zautcke, Senior Budget Analyst, Public Utilities Operations;Jeff Klatzkow,County Attorney;Jim Gibson.
Present by phone: Nicklas Rocca from the PFM Group;Steve Miller from Nabors,Giblin
1. Call to Order: Joe Bellone called the meeting to order at 11:02 a.m.
2. Approve Agenda: Meeting noticed August 7, 2015. Crystal Kinzel made motion to approve agenda and seconded by
Susan Usher. Unanimously approved.
3. Approval of Minutes from the October 24, 2014 meeting: No changes made. Joe Bellone requested that "interim"
be removed from his title on minutes. Susan Usher motioned to approve the minutes as written, with Joe's title
change and seconded by Crystal Kinzel. Unanimously approved.
4. 2015 Refunding of Series 2006 Water and Sewer Bonds maturing 2017-2022: 2% is conservative on these and
maybe lower making a 5.8% net savings or$400,000 cash flow savings. This is not a subordinate debt. Changes to
the Invitation to Bid document have been recommended and Laura Zautcke will update and start to prepare the
executive summary for the approval of the bid award. Joe Bellone is to get with Purchasing after Finance Committee
meeting to get Invitation to Bid ready to send out Monday, August 17th. The solicitations are due August 31"at 1:00
pm. PFM will review documents received. Vendor will be selected and all pertinent information will be uploaded
into Executive Summary in Sire for the September 8th BCC meeting. The Board will approve the award of the bid on
September 8th and the bond approval will be scheduled for the September 22"d meeting.
• Remove the word "bank" throughout entire invitation to bid document. Recommended to not restrict to just
banks.
• Page 1 last sentence on page, remove "one(1)and insert"three (3)CD's".
• Page 2 remove "Exhibit III: Standard Purchase Order Terms and Conditions", remove "Exhibit IV: Vendor
Submittal-Local Vendor Preference Affidavit" and remove "Attachment 7: Vendor Submittal — Insurance and
Bonding Requirements. Error! Bookmark not defined."
• Page 3 third sentence down from top, change "3:00PM" to "1:00PM". Fourth sentence down, change "27" to
"31". Remove the entire first paragraph under"Solicitation 15-6511 Public Utilities Term Loan".
• Page 4 First sentence under"Brief Description of Purchase",add "a portion of" between "refund"and "the".
• Page 5 F — strike "would prefer a proposal that does not entail a prepayment penalty". Remove "However".
Under H, change a, b, c, d, e to 1, 2, 3, 4, 5. Steve confirmed that item (e) Securities Act of 1933 is still the
current version.
• Page 6 Number 1-need to include a definitive rate lock period. Derek will work with Laura on the wording of
this. Number 2-remove extra space between Expenses and the colon. Remove both bullet point items under
"The notification of award of the ITB does not obligate the District to close on the Bond." In the Event table,
remove line item "Non-mandatory pre-bid meeting" and the date. Line item for Solicitation Deadline Date and
Time,change date to August 31, 2015 1:00PM.
• Page 7 remove "Attachment 5: Immigration Law Affidavit" and "Attachment 7: Insurance and Bonding
Requirement".
• Page 9 third paragraph under Bid Submission-change "and one (3) compact disk" to "and three (3) compact
disks.
APPROVED FINAL
• Page 10 remove all of item number ten.
• Page 11 remove the last two sentences from item number twelve.
• Page 12 remove all of item number one and five. Unbold the number six only.
• Page 13 Unbold the number eight only. Remove all of item number nine. Since debt service payments are made
promptly, number eleven will need to be reworded accordingly.
• Page 14 remove all of item number twelve.
• Page 15 remove all of item number thirteen.
• Page 16 remove all of item number sixteen and seventeen.
• Page 17 remove all of item number eighteen, nineteen,twenty and twenty-one.
• Pages 24 and 25 are not needed.
5. Consideration of new Finance Committee Member recommendation to select someone from Growth Management.
6. Other Business None
7. Public Comment: None
8. Adjourn: Meeting adjourned at 12:10 p.m. Motioned by Joe Bellone and seconded by Crystal Kinzel. Next meeting
will be Tuesday, September 1st at 9:00 am to go over approval of award of the bid with committee.
SOURCES AND USES OF FUNDS
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Dated Date 09/30/2015
Delivery Date 09/30/2015
Sources:
Bond Proceeds:
Par Amount 17,734,000.00
Other Sources of Funds:
Prior Sinking Fund 178,065.63
Reserve Release 79,257.80
257,323.43
17,991,323.43
Uses:
Refunding Escrow Deposits:
Cash Deposit 17,922,262.50
Delivery Date Expenses:
Cost of Issuance 68,257.90
Other Uses of Funds:
Additional Proceeds 803.03
17,991,323.43
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc. Page 1
BOND SUMMARY STATISTICS
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Dated Date 09/30/2015
Delivery Date 09/30/2015
First Coupon 01/01/2016
Last Maturity 07/01/2022
Arbitrage Yield 1.750219%
True Interest Cost(TIC) 1.750219%
Net Interest Cost(NIC) 1.750000%
All-In TIC 1.839299%
Average Coupon 1.750000%
Average Life(years) 4.552
Duration of Issue(years) 4.369
Par Amount 17,734,000.00
Bond Proceeds 17,734,000.00
Total Interest 1,412,840.82
Net Interest 1,412,840.82
Total Debt Service 19,146,840.82
Maximum Annual Debt Service 4,648,957.50
Average Annual Debt Service 2,835,402.18
Underwriter's Fees(per$1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price 100.000000
Par Average Average PV of 1 bp
Bond Component Value Price Coupon Life change
Bond Component 17,734,000.00 100.000 1.750% 4.552 7,786.70
17,734,000.00 4.552 7,786.70
All-In Arbitrage
TIC TIC Yield
Par Value 17,734,000.00 17,734,000.00 17,734,000.00
+Accrued Interest
+Premium(Discount)
-Underwriter's Discount
-Cost of Issuance Expense -68,257.90
-Other Amounts
Target Value 17,734,000.00 17,665,742.10 17,734,000.00
Target Date 09/30/2015 09/30/2015 09/30/2015
Yield 1.750219% 1.839299% 1.750219%
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc. PF" Page 2
SUMMARY OF REFUNDING RESULTS
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Dated Date 09/30/2015
Delivery Date 09/30/2015
Arbitrage yield 1.750219%
Escrow yield 0.000000%
Value of Negative Arbitrage
Bond Par Amount 17,734,000.00
True Interest Cost 1.750219%
Net Interest Cost 1.750000%
Average Coupon 1.750000%
Average Life 4.552
Par amount of refunded bonds 17,210,000.00
Average coupon of refunded bonds 4.112339%
Average life of refunded bonds 4.621
PV of prior debt to 09/30/2015 @ 1.750219% 19,172,952.81
Net PV Savings 1,182,432.41
Percentage savings of refunded bonds 6.870612%
Percentage savings of refunding bonds 6.667601%
Note: *Preliminary Numbers for discussion purposes only.
C" Page 3
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc.
•
SUMMARY OF BONDS REFUNDED
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Series 2006(Post 2014 SRF Refunding):
SERIAL 07/01/2017 4.250% 2,310,000.00 07/01/2016 100.000
07/01/2018 4.250% 2,410,000.00 07/01/2016 100.000
07/01/2019 4.250% 2,510,000.00 07/01/2016 100.000
07/01/2020 4.000% 2,620,000.00 07/01/2016 100.000
07/01/2021 4.000% 2,730,000.00 07/01/2016 100.000
07/01/2022 4.125% 4,630,000.00 07/01/2016 100.000
17,210,000.00
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management, '—Inc. _ Page 4
SAVINGS
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Present Value
Prior Prior Prior Refunding to 09/30/2015
Date Debt Service Receipts Net Cash Flow Debt Service Savings @ 1.7502190%
07/01/2016 712,262.50 178,065.63 534,196.87 233,620.82 300,576.05 296,736.62
07/01/2017 3,022,262.50 3,022,262.50 2,850,345.00 171,917.50 168,451.54
07/01/2018 3,024,087.50 3,024,087.50 2,851,895.00 172,192.50 165,579.58
07/01/2019 3,021,662.50 3,021,662.50 2,849,640.00 172,022.50 162,325.62
07/01/2020 3,024,987.50 3,024,987.50 2,853,632.50 171,355.00 158,662.63
07/01/2021 3,030,187.50 3,030,187.50 2,858,750.00 171,437.50 155,767.11
07/01/2022 4,820,987.50 4,820,987.50 4,648,957.50 172,030.00 153,364.07
20,656,437.50 178,065.63 20,478,371.87 19,146,840.82 1,331,531.05 1,260,887.18
Savings Summary
PV of savings from cash flow 1,260,887.18
Less:Prior funds on hand -79,257.80
Plus:Refunding funds on hand 803.03
Net PV Savings 1,182,432.41
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc. 'rTMP' Page 5
BOND PRICING
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Maturity
Bond Component Date Amount Rate Yield Price
Bond Component:
07/01/2017 2,540,000 1.750% 1.750% 100.000
07/01/2018 2,586,000 1.750% 1.750% 100.000
07/01/2019 2,629,000 1.750% 1.750% 100.000
07/01/2020 2,679,000 1.750% 1.750% 100.000
07/01/2021 2,731,000 1.750% 1.750% 100.000
07/01/2022 4,569,000 1.750% 1.750% 100.000
17,734,000
Dated Date 09/30/2015
Delivery Date 09/30/2015
First Coupon 01/01/2016
Par Amount 17,734,000.00
Original Issue Discount
Production 17,734,000.00 100.000000%
Underwriter's Discount
Purchase Price 17,734,000.00 100.000000%
Accrued Interest
Net Proceeds 17,734,000.00
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc. C',1 Page 6
BOND DEBT SERVICE
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Period
Ending Principal Coupon Interest Debt Service
07/01/2016 233,620.82 233,620.82
07/01/2017 2,540,000 1.750% 310,345.00 2,850,345.00
07/01/2018 2,586,000 1.750% 265,895.00 2,851,895.00
07/01/2019 2,629,000 1.750% 220,640.00 2,849,640.00
07/01/2020 2,679,000 1.750% 174,632.50 2,853,632.50
07/01/2021 2,731,000 1.750% 127,750.00 2,858,750.00
07/01/2022 4,569,000 1.750% 79,957.50 4,648,957.50
17,734,000 1,412,840.82 19,146,840.82
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc. Page 7
BOND DEBT SERVICE
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
01/01/2016 78,448.32 78,448.32
07/01/2016 155,172.50 155,172.50 233,620.82
01/01/2017 155,172.50 155,172.50
07/01/2017 2,540,000 1.750% 155,172.50 2,695,172.50 2,850,345.00
01/01/2018 132,947.50 132,947.50
07/01/2018 2,586,000 1.750% 132,947.50 2,718,947.50 2,851,895.00
01/01/2019 110,320.00 110,320.00
07/01/2019 2,629,000 1.750% 110,320.00 2,739,320.00 2,849,640.00
01/01/2020 87,316.25 87,316.25
07/01/2020 2,679,000 1.750% 87,316.25 2,766,316.25 2,853,632.50
01/01/2021 63,875.00 63,875.00
07/01/2021 2,731,000 1.750% 63,875.00 2,794,875.00 2,858,750.00
01/01/2022 39,978.75 39,978.75
07/01/2022 4,569,000 1.750% 39,978.75 4,608,978.75 4,648,957.50
17,734,000 1,412,840.82 19,146,840.82 19,146,840.82
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc. ,8„�' Page 8
ESCROW REQUIREMENTS
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Period Principal
Ending Interest Redeemed Total
01/01/2016 356,131.25 356,131.25
07/01/2016 356,131.25 17,210,000.00 17,566,131.25
712,262.50 17,210,000.00 17,922,262.50
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc.
Cm Page 9
ESCROW COST
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
09/30/2015 17,922,262.50 17,922,262.50
0 17,922,262.50 17,922,262.50
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc. ''t` ' Page 10
ESCROW SUFFICIENCY
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Escrow Net Escrow Excess Excess
Date Requirement Receipts Receipts Balance
09/30/2015 17,922,262.50 17,922,262.50 17,922,262.50
01/01/2016 356,131.25 -356,131.25 17,566,131.25
07/01/2016 17,566,131.25 -17,566,131.25
17,922,262.50 17,922,262.50 0.00
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc. Page 11
E-
ESCROW STATISTICS
Collier County,Florida(Water-Sewer District)
Water and Sewer Refunding Revenue Bond,Series 2015
PRELIMINARY NUMBERS
Bank Loan Provider:Bank of America,N.A.
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Escrow Cost (years) Date Date Cost Arbitrage Dead Time
SFI 178,065.63 177,282.99 782.64
BF 17,744,196.87 17,514,487.50 229,709.37
17,922,262.50 17,691,770.49 0.00 230,492.01
Delivery date 09/30/2015
Arbitrage yield 1.750219%
Note: *Preliminary Numbers for discussion purposes only.
Sep 1,2015 11:07 am Prepared by Public Financial Management,Inc. ''f ' Page 12
1
The PFM Group
Financia&investment Advisors
August 28, 2015
Mark Isackson
Corporate Financial&Management Services Division Director
Collier County Government Complex
3301 East Tamiami Trail,Building F
Naples, FL 34112
Dear Mr. Isackson:
The purpose of this letter is to confirm our agreement that PPM Asset Management LLC
("PFMAM") will serve as Investment Advisor to Collier County, Florida (the "County") in connection with
structuring the escrow (the "Escrow") related to the Collier County Water-Sewer District's (the "Issuer")
Water and Sewer Refunding Revenue Bond, Series 2015 (the "Loan Agreement") being issued to refund a
portion of the Issuer's Water and Sewer Revenue Bonds, Series 2006 (the "Refunded Bonds," and together
with the Refunding Bond, the"Bonds")
As Investment Advisor, we will analyze and model alternative Escrow structures, develop written
terms for a request for Escrow securities offerings (if and as required), and upon your authorization via the
execution of this engagement letter,receive offers for securities and accept the most favorable offers on your
behalf, prepare such cash flow and yield calculations as required by bond counsel, the verification agent, the
County, and the Issuer, and coordinate the settlement of the Escrow securities. In the event that you are
unable to purchase the Escrow securities on the scheduled settlement date,PFMAiM shall have no liability for
any losses or damages arising from such failure to purchase and shall be held harmless in respect thereof.
This engagement shall commence on the date hereof and is expected to be completed on or around
September 30, 2015.This engagement shall be deemed to be completed on the date the Escrow is established.
Upon the completion of this engagement, the County agrees to pay PFMAM a fee of $20,000. At the
completion of this engagement, PFMAM will have no further responsibility related to the investment of the
proceeds of the Refunded Bonds.
PFMAM is an investment advisor, registered under the Investment Advisers Act of 1940. PFMAM
agrees that it will not deal with itself or with any other affiliated company or individual in making purchases
or sales of securities pursuant to this engagement, nor will we take a long or short position in securities
subject to purchase or sale in connection with the closing of the Loan Agreement or the defeasance of the
Refunded Bonds. We confirm that we have no interest in the Loan Agreement, the defeasance of the
Refunded Bonds, or the purchase or sale of Escrow securities except as described in this letter agreement.We
note that our affiliate, Public Financial Management, Inc. served as financial advisor to the Issuer in
connection with the Loan Agreement and the issuance of the Refunded Bonds.
PFMAM warrants that it has delivered to the County, prior to the execution of this letter agreement,
PFMAM's current Securities and Exchange Commission Form ADV, Part 2A (brochure) and Part 2B
(brochure supplement). The County acknowledges receipt of such documents prior to the execution of this
letter agreement. The County hereby authorizes PFMAM to sign I.R.S. Form W-9 on behalf of the County
and to deliver such form to broker-dealers or others from time to time as required in connection with
securities transactions pursuant to this engagement.
Collier County,Florida
PF. f Water and Sewer Refunding Revenue Bond,Series 2015
Escrow Structuring Engagement Letter
August 28,2015
Page 2
You may terminate this agreement in the event of any material breach immediately upon written
notice to PFMAM.
Our obligations and responsibilities as described in this letter agreement are not assignable without
the consent of the Issuer.
Please have an authorized official of the County sign a copy of this letter and return it to us to
acknowledge the terms of this engagement.
Sincerely,
PFM ASSET MANAGEMENT LLC
Michael W. Harris
Managing Director
Accepted by:
COLLIER COUNTY,FLORIDA
Authorized Signature
Name
Title
59-6000558
Issuer's Tax ID Number
Date
I'FM.
PFM Asset Management LLC
One Keystone Plaza, Suite 300
N. Front& Market Streets
Harrisburg, PA 17101-2044
717-231-6200 phone
717-233-6073 fax
www.pfm.com
3/30/2015
FORM ADV PART 2
BROCHURE
This brochure provides information about the qualifications and business practices of PFM Asset
Management LLC. If you have any questions about the contents of this brochure, please contact us at
pfmamrequest@pfm.com.The information in this brochure has not been approved or verified by the United
States Securities and Exchange Commission or by any state securities authority.
Additional information about PFM Asset Management LLC is also available on the SEC's website at
www.adviserinfo.sec.gov.The searchable IARD/CRD number for PFM Asset Management LLC is 122141.
PFM Asset Management LLC is a Registered Investment Adviser. Registration with the United States
Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or
training.
PFM Asset Management LLC IARD/CRD No: 122141
Form ADV Part 2A SEC File No.: 801-60449
Brochure 3/30/2015
Notice of Material Changes
There are no "material changes"to the Brochure since our last amendment. We may, at any time, update
this Brochure and if we do, we will either send you a copy or offer to send you a copy(either by
electronic means (email) or in hard copy form). If you would like another copy of this Brochure,please
download it from the SEC website as indicated above or you may contact our Chief Compliance Officer,
Leo Karwejna, at 717-231-6200 or at pfmamrequest@pfm.com.
PFM Asset Management LLC IARD/CRD No: 122141
Form ADV Part 2A SEC File No.:801-60449
Brochure 3/30/2015
Table of Contents
Advisory Business 1
Fees and Compensation 3
Performance-Based Fees and Side-By-Side Management 7
Types of Clients 7
Methods of Analysis,Investment Strategies and Risk of Loss 7
Disciplinary Information 13
Other Financial Industry Activities and Affiliations ...13
Code of Ethics,Participation or Interest in
Client Transactions and Personal Trading ..14
Brokerage Practices 14
Review of Accounts 16
Client Referrals and Other Compensation ..17
Custody 17
Investment Discretion 17
Voting Client Securities 17
Financial Information 19
PFM Asset Management LLC IARD/CRD No: 122141
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Item 4-Advisory Business
Public Financial Management, Inc. ("PFM, Inc.")was founded in 1975 to provide independent financial
advisory services to the public sector. PFM, Inc. began providing investment advisory services to public entities
in 1980. In 2001,PFM Asset Management LLC("PFMAM")was created as the entity through which investment
advisory services are provided. Collectively, both PFM, Inc. and PFMAM are referred to as the PFM Group of
companies("the PFM Group").
PFM, Inc., PFMAM and other related businesses within the PFM Group are organized in a holding
company structure, and are indirect, wholly owned subsidiaries of the holding company, named PFM I, LLC.
On June 30, 2014, PFM Inc., PFMAM and the other operating companies within the PFM Group closed on a
transaction which resulted in the PFM Group's senior employees ("Managing Directors") acquiring the equity
interests of outside investors in PFM I, LLC, so that all equity interests in PFM I, LLC are now owned by the
Managing Directors.
PFMAM is a Delaware limited liability company.
As of December 31, 2014, the amount of client assets we managed on a discretionary basis was
$52,977,622,772 and the amount we managed on a nondiscretionary basis was $1,911,028,716. In addition, as of
December 31, 2014, we provided investment consulting services with respect to assets in the amount of
$48,483,478,869.
We offer the following types of investment advice:
1. Discretionary Advice.
We offer discretionary advisory services for government, nonprofit and other institutional investors who
invest in fixed income and multi-asset class strategies. When a client gives us investment discretion, we have the
authority to determine, without obtaining specific approval, (1) overall asset allocation, (2) the manager or sub-
adviser to be utilized for the portfolio, (3) the specific securities to be bought and sold, (4) the amount of
securities to be bought and sold and(5)the broker or dealer through which the securities are bought or sold, These
decisions are subject to limitations of state law and any other restrictions in the contract with our client and
limitations in our client's written investment policies. Under these types of engagements, we assume day-to-day
management responsibility for the assets covered by the investment advisory agreement. Examples of the
securities we may recommend include U.S. Treasury securities, Federal Agency securities, high-grade corporate
obligations, mortgage and asset backed securities, institutional mutual funds, and money market instruments. We
arrange for the purchase and sale of these securities to meet the investment objectives and cash flow requirements
of each client.
We manage fixed-income portfolios, often on a total return basis. We also implement liability-driven
strategies that seek to generate cash flows from a portfolio of fixed-income securities to match specific liabilities
such as bond-funded construction draws or insurance liabilities.
For some of our clients,including trusts,pension plans, endowments,foundations,other post-employment
benefits (OPEB) plans or other similar asset pools, we serve as a discretionary manager to invest a client's assets
in multiple types of investments. Generally these accounts include a variety of asset classes, which may include
domestic equity, international equity,fixed-income,and other alternative asset classes.
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We provide multi-asset class investment services in two forms. One form is a wrap fee program known as
the Managed Accounts Program (MAP), where we charge a single fee to include investment advisory,third-party
custody and administrative services. We are no longer marketing MAP to new clients. The other is a general
discretionary form where we unbundle some of the service fees, which allows the client to separately negotiate
these fees(for example, custody fees). This form of multi-asset class management is referred to as a fund of funds
approach. It may also be described as outsourced CIO, implemented consulting and a variety of other generic
terms. In each of these two general forms of management, we work with the client to determine a target asset
allocation based on a variety of risk and return characteristics. We then implement the asset allocation, either by
buying shares of mutual funds (including ETF's) and/or pooled funds or other investment vehicles (collectively,
"Funds"), or by selecting separate account managers who will manage separate accounts of specific asset classes
and/or strategies("Investment Sub-Advisers").
Under the fund of funds approach, we have discretion to make the initial selection of the Funds or
Investment Sub-Advisers. We also provide ongoing periodic monitoring services by evaluating the Fund's or the
Investment Sub-Adviser's portfolio management philosophy, policies, processes, controls, personnel and
investment performance. Clients who hire us give us authority to change, drop or add Funds or Investment Sub-
Advisers. The client generally gives the Investment Sub-Advisers both investment and brokerage discretion in
managing its portion of the portfolio. We give these clients periodic reports on the investment performance of the
various Funds, Investment Sub-Advisers and the portfolio as a whole.
We assist clients in establishing the basis for asset allocation by preparing a written investment strategy.
These clients give us authority to re-allocate assets and to change, eliminate or add managers or investments
within the scope of the investment strategy.
2. Services to Registered Investment Companies and Local Government Investment Pools
PFMAM currently provides investment advisory and/or administrative services to 14 pooled investment
programs across 13 states, as well as to one registered investment company whose series or classes are registered
in multiple states. We generally provide administration and transfer agency services and an affiliate generally
provides distribution services as described in this document.
3. Nondiscretionary Advice
We also may provide advice on a nondiscretionary basis where we offer clients in
recommendations, subject to their specific approval and further execution instructions. In this case our cc;—
makes trades directly or specifically approves our purchase or sale of specific securities, including certi'- ..:,es of
deposit and other fixed-rate investments.
4. Consulting Services
We also provide nondiscretionary investment consulting services to:
• public, Taft-Hartley and corporate pension funds;
• hospital endowments and foundations;
• trusts;
• OPEB plans; and
• other similar institutional investors.
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These consulting services consist of overseeing a client's portfolio where we have not been given
authority to buy or sell securities in the portfolio. We typically begin these services by assessing the client's
investment objectives, time horizon and risk tolerance. Using this information, we then propose asset allocation
models within the investment guidelines which the client gives us. We may also assist in writing an investment
policy which provides details about the objectives, diversification, quality and performance measurement of the
portfolio. We also make recommendations on the selection of money managers, pooled trusts or mutual funds to
carry out the client's investment strategy. Once our client puts the investment policy into place, we report
quarterly to the client on the investment performance. We also report on whether an investment manager chosen
follows its particular style,and whether our client's portfolio complies with its investment policy.
We also provide consulting services to OPEB plans and pension plans. These services involve financial
reporting, analyzing cash flow implications of different funding strategies,and other matters relating to the OPEB
benefits or pension benefits and funding arrangements. Often we perform these services by cooperating with our
client's other professional advisors, such as the client's accountant or actuary.
5. Structured Products
We also provide analytical services for designing and procuring portfolios in connection with the current
or advance refunding of municipal bonds and the investment of bond proceeds.For these engagements we arrange
for purchases of specific securities that are generally government obligations or for structured investments such as
forward delivery agreements. On our client's behalf, we arrange these purchases by obtaining bids on a
competitive basis or in rare instances by negotiating on behalf of our client.
6. Treasury Consulting Services
We also provide clients with services to assist with the structure and design of third-party banking and
custody services, evaluate the services offered by banks, and re-bid banking services. For each client, we conduct
a detailed assessment of current banking arrangements. We evaluate the client's needs, analyze existing banking
relationships, review how bank services fit into cash management and investment systems, and make specific
recommendations to improve certain systems.
7. General Approach to Advisory Services
We tailor our advisory services taking into account following factors:
• the services that the client has requested;
• the client's investment objective;
• the client's investment policy;
• the client's time horizon; and
• risk tolerance.
A client may impose additional restrictions on the types of securities in which we can invest, or on the
maturity of securities.We adhere to any investment restrictions provided by the client.
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Item 5 -Fees and Compensation
The fees we charge to our advisory clients vary depending upon a number of factors including the types
of investments permitted, the personnel providing the advisory services, the particular strategy, the size of
portfolio being managed,the relationship with the client, and service requirements associated with the account.
Fees may also differ based on account type (e.g., a commingled, pooled account or a separate individual
portfolio account).
Fees are negotiable so one client may be paying a higher fee than another client with similar investment
objectives or goals.
1. Discretionary Advice
We generally receive compensation for fixed income separate account management based on a percentage
of assets we manage. We receive this compensation after a service is provided, and we bill in arrears on a monthly
basis. As a general guideline, we charge the following fees for investment advisory services for fixed income
accounts:
Assets Under Management Annual Rate
First$25,000,000 0.25%
Assets in Excess of$25,000,000 0.15%
Some clients may receive lower fees than this, based on the nature of the mandate or the size of the
accounts.
As a general guideline for the multi-asset class management discretionary form, we charge the following
fees for investment advisory services:
Assets Under Management Annual Rate
First$10,000,000 0.45%
Next$10,000,000 0.35%
Next$30,000,000 0.25%
Next$50,000,000 0.20%
Assets in Excess of$100,000,000 0.15%
For multi-asset class discretionary management accounts using index investments only, a 10 basis point
discount may be applied to all fee levels below 45 basis points.
For certain accounts, we may charge a minimum fee. However, when a fee for an account, as calculated
above, exceeds the minimum fee,the calculated fee applies,rather than the minimum fee.
We use the following fee structure as a general guideline for MAP, which is no longer open to new
clients:
Assets Under Management Annual Rate
First$5,000,000 1.00%
Next$5,000,000 0.85%
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Next$10,000,000 0.75%
Assets in Excess of$20,000,000 0.60%
These MAP fees include the following services: asset management, investment advisory and custody.
However,the MAP fee does not include front or back-end fees for the mutual or pooled funds we select, any taxes
or fees of attorneys, accountants, auditors or other professionals advising the client. A portion of the fee for MAP
may be used to compensate the Investment Sub-Advisers.
2. Registered Investment Company and Pools
The fees we charge for the investment services we provide to the registered investment company and
local government investment pools vary by program. Typically the fee schedule includes various breakpoints
depending on asset levels, and may include fee caps or waivers which can be triggered by the overall expense
ratio of the pool. We may also receive compensation for providing marketing, administrative and transfer agent
services to the registered investment company shareholders and to investors in the local government investment
pools.
We generally provide these administrative,transfer agent and marketing services as an integral part of our
investment advisory services, and the fees we receive for these services usually may be included as a component
of the investment advisory fees we charge.
3. Nondiscretionary Advice
We generally charge fixed fees for these services, depending upon the services that the client requests,
and the complexity of the services. We also offer nondiscretionary advice on certificate of deposit investment
programs,which are designed to provide clients with a fixed rate to a targeted maturity.Fees typically range up to
0.25% per annum of the cost of the investment purchased by our clients. Under the certificate of deposit
programs, we provide clients with the option to set aside moneys in client accounts to be paid to us after we have
performed the service.
4. Consulting Services
For full-service investment consulting services where we have not been given authority to buy or sell
securities in the portfolio, we generally charge clients either a fixed fee or a fee that is based on a percentage of
assets. The fixed fee is based on the size of the portfolio, complexity, and scope of services which our client wants
us to perform.As a general guideline, we charge asset-based fees in a range from 0.05%to 0.30%annually,based
on the characteristics listed above. From time to time,we charge hourly fees for these types of services.
For consulting services and reports we provide to OPEB plans, we charge a fixed fee generally in the
range of$10,000 to$150,000,depending on the specifics of the services we agree to provide.
5. Structured Products
In these types of engagements, we usually charge a fixed fee. The client may pay the fee, or it may
instruct the investment contract counterparty or underwriter in writing to pay our fee on the client's behalf We
and our clients agree upon a fee for each one of these engagements and the fee is a function of the size and
complexity of the engagement. As a general guideline, the typical fee for investment of municipal bond
proceeds in a structured investment, or in a refunding bond escrow structuring and procurement engagement, is
less than or equal to .2% of the cost of the portfolio or the sum of the total deposits under the agreement. In
limited circumstances,the fee will be higher, often because the portfolio is very small in size.
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6. Other Important Information about Our Compensation
Because we tailor our services to the individual needs of a client, we may offer clients more than one of
the services mentioned above. In addition, we may also provide services not mentioned above, such as assisting
our clients with a one-time purchase or sale of securities. The fees we charge are negotiable and vary depending
upon the particular services we perform and the complexity and extent of the work we provide.
We may charge a minimum fee for small accounts,as explained in Item 5 above. Certain of the portfolios
of the local government investment pools and short term certificate of deposit purchase programs for which we
serve as administrator and/or investment advisor have minimum investment requirements of between
approximately $50,000 and $1,000,000. Other than these minimum fee requirements, there are no other
requirements for opening or maintaining the account.
All fees are payable to us only after we perform the services; we do not require our clients to pay our fees
in advance. Under the majority of our investment advisory engagements, clients authorize us to deduct fees from
their investment accounts after they are notified. Under some engagements, we bill the client for our fees. The
method of payment of our fees is subject to negotiation, and clients have the ability to choose the method of
payment, depending on the type of service. For most of our accounts, we bill monthly in arrears. Under some
client contracts, we bill the client quarterly. For some services, we bill the client on a one-time basis only when
we complete the service.
For services we provide, other than those under our Managed Accounts Program (MAP), clients are
responsible for their own custody and legal fees and taxes, if any.For the services we provide under our MAP,we
charge clients a wrap fee. The wrap fee covers fees payable to the portfolio managers of the funds we choose for
our MAP and the fee we pay to the custodian for MAP for custodial and administrative services. The portion of
the wrap fee paid to portfolio managers of mutual funds generally is in the form of the expense ratios and is
deducted automatically by the mutual fund company from the assets invested in the funds. We receive the
remainder of the wrap fee, and apply a portion of the fee to pay the custodian pursuant to agreements between the
custodian and us. We no longer offer MAP to new clients; a copy of the MAP wrap fee program brochure is
available upon request.
We have a wholly-owned subsidiary, PFM Fund Distributors, Inc., which is a broker-dealer under the
Securities Exchange Act of 1934. PFM Fund Distributors, Inc. typically serves as exclusive distributor of shares
of a registered investment company and local government investment pools(Pooled Funds) for which we serve as
investment adviser and/or administrator and we receive fees from this arrangement, as more fully described in
Item 10,below.
No supervised person of our affiliated broker-dealer is compensated for the sale of securities.
PFMAM employees are paid a base salary plus a year-end bonus. The annual bonus is dependent upon the
profitability of the firm, each group's contribution to the overall profitability of the firm, and each individual's
contribution to the group's success. PFMAM personnel may also receive a portion of their bonus based on
marketing success. The firm's compensation plan is intended to recognize and reward excellent performance on
the part of individuals; however, no PFMAM employee is compensated on a commission or investment
transaction-related basis. Managing Directors also have the obligation to buy stock in the PFM Group as part of
the bonus process.
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Item 6 -Performance-Based Fees and Side-By-Side Management
In rare instances, we enter into advisory agreements under which the client pays us a fee, part of which is
performance based. For example, we have entered into agreements where the client pays us all or part of our fee
to the extent that the performance of the portfolio we manage exceeds a predetermined benchmark,measured over
a designated period of time. We manage both accounts that are charged a performance-based fee and accounts
which are charged other fees, typically a percentage of the value of assets managed. To address any concern that
we may have an incentive to favor certain investment opportunities for a performance-based account, we follow
written procedures designed to allocate trades on an equitable basis considering the investment objectives of the
account and without regard to whether an account has a performance-based fee. Accounts with the common
objectives and permitted investments should receive a fair allocation of trades over time.
Item 7 -Types of Clients
PFMAM provides investment advisory services to state and local governments and their agencies, local
government investment pools, non-profit organizations, pension and OPEB funds, corporations and other
institutional clients. For information concerning minimum fee requirements,please see Item 5 above.
Item 8 -Methods of Analysis,Investment Strategies and Risk of Loss
Fixed-Income Portfolios—Analysis and Strategy
Overall strategies are developed by the Fixed-Income Investment Committee which considers the
macroeconomic and interest rate conditions described below. We use a variety of analyses as well as internal and.
external data sources and market research. External sources include various news and information sources, books,
governmental bulletins, data bases, research prepared by others and publications from rating agencies, unaffiliated
broker-dealers and third-party information providers. We also collect information from clients to determine their
liquidity requirements, risk tolerances and any other policies or procedures that guide the investment of the
client's assets.
Within the investment objectives and other requirements of the particular client, for clients whose
objectives are measured by total return or income, our investment approach emphasizes the use of active
management strategies that seek to add value while limiting market and credit risk. For liability-driven investment
portfolios, such as those funded with bond proceeds and used to pay project costs, we identify securities whose
cash flows are expected to meet a draw schedule and we modify the portfolio as the draw schedule changes or as
investment opportunities present themselves, although in the latter case the draw schedule is considered when
making modifications.
Our Fixed-Income Active Management Process
The following describes our fixed-income investment strategy:
• Disciplined decision making process;
• Duration positioning to manage risk: generally slightly short of relevant benchmarks, policy of no
more than+1-25%,which protects the market value of the portfolio;
• Seeks out relative value through spread analysis, yield curve positioning, sector weightings and
duration management; and
• Does not employ market timing or make significant duration bets.
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We use top-down analysis to assess macroeconomic conditions including interest rates, the shape of the
yield curve, Federal Reserve monetary policy, and current and historical yield spreads between sectors. Top-
down analysis is a key element of our duration and sector allocation decision-making process. We believe
identifying macro-level trends in these areas is important for adding value, controlling risk, and lowering
volatility.
We use a careful bottom-up approach to security selection that seeks to identify those industries and
issuers with fundamental characteristics and financial strength that enhances their potential to perform
well. We seek to combine fundamentally sound investments into a portfolio that optimizes return potential in
consideration of investment guidelines or restrictions.
Lastly, we incorporate low-risk active management techniques designed to enhance our relative value
approach. We believe active management can capture market inefficiencies that create opportunities for return
enhancement. While we expect that every security we buy will be suitable to hold to maturity, we frequently
identify opportunities to swap one investment for another to increase earnings, adjust portfolio duration,
improve liquidity, or restructure the portfolio to better meet future needs.
We specialize in managing short and intermediate-term fixed-income assets of governmental entities, so
we have tailored our research capabilities and resources to this area of the market. Our portfolio managers and
analytical team have access to three major on-line market trading systems, Bloomberg, MarketAxess, and
Trade Web. These systems provide active market quotes, including real-time Bloomberg and TradeWeb securities
pricing services. We also have access to news from Dow Jones, the Associated Press, Bloomberg News, and
several specialized news services. In addition, we communicate daily with approximately 30 major government
securities dealers and receive market information from them that assists us in identifying specific market
opportunities. We supplement these external systems and data sources with proprietary trading tools, which we
have developed.
After factoring in a conservative posture which ensures that cash flow requirements are met, we will
position a portfolio's duration to take advantage of expected interest rate movements: positioning with a shorter
bias when we expect rates to rise and longer when we expect rates to fall. We establish a duration (or average
maturity) target for the portfolio based on our macro view of the economy and the financial markets, the type of
funds, cash-flow analysis and benchmark chosen by our clients. We add value by re-balancing the portfolio to
take advantage of market opportunities and in anticipation of interest rate movements. Duration limits are
established by our Fixed-Income Investment Committee and may be provided to and evaluated with our clients'
staff on a regular basis as a management and oversight tool.
While maintaining the target duration range for a portfolio, we add value through asset allocation
strategies which involve sector selection (security type), curve placement (maturity), spread analysis and issue
selection(individual issuer). Our overall view of the economy provides the context for selecting maturities which
represent the best relative value along the yield curve and the highest potential for enhanced return by "rolling
down the curve"and for selecting specific securities within a sector. We think there is a significant opportunity to
enhance earnings with a strategy that focuses on the selection of securities based on relative value. Sectors are
selected which represent the best relative value based on our sector outlook and historical sector spreads.
Investments other than Treasuries are purchased when spreads are wide and avoided or swapped out when spreads
are narrow. Our portfolio managers and traders are assigned to specific market sectors in order to monitor
products and opportunities and these responsibilities run across all portfolios.
Individual issues are selected based on our assessment of issuer quality and rating, interest rate spread,
credit trends, issue structure and liquidity. Portfolios are generally diversified by security type and maturity to
avoid a significant investment in a single issuer and to accommodate varying cash flow needs to provide periodic
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liquidity. We perform extensive proprietary analysis on the yield curve to identify"cheap"areas of the curve,and
to evaluate a variety of portfolio structures. Using the results of this analysis, our portfolios are frequently over-
weighted in certain maturities, and are structured in either a"bullet", "barbell"or"laddered"construct to provide
optimal performance.
Fixed-Income Portfolios—Risk
Our fixed-income strategies, like all investment strategies, involve certain risks. For portfolios whose
investments are limited to obligations of the U.S government we believe the risk of default is minimal; for those
invested in obligations of Federal agencies,we believe the risk is nearly as low as it is for direct obligations of the
U.S.government.Portfolios whose investments include corporate and municipal obligations are subject to the risk
that an issuer will fail to pay principal or interest on a timely basis, while those containing mortgage-backed
securities are subject to the risk of uncertain timing of principal payments. In order to manage risks we seek to
diversify portfolio holdings and we limit our investments in corporate and municipal obligations and in mortgage-
backed securities to those that are high grade.
Portfolios are also subject to interest rate risk. This is because the market value of securities changes as
interest rates change, with a rise in rates reducing market values and a decline in rates increasing market values.
Changes in interest rates affect longer maturity securities more than they affect shorter maturity securities. We
manage this risk by varying the duration of portfolios other than those that are liability-driven in accordance with
our outlook for interest rates and by managing these portfolios within duration ranges. Nonetheless, investors
should expect to experience interest rate volatility in short-term fixed income portfolios and total return volatility
which can include unrealized losses in excess of periodic income in intermediate and longer-term portfolios.
Although the investment strategies we employ do not involve significant or unusual risk beyond that of the
general domestic fixed-income markets, investors need to recognize that investing in securities involves a risk of
loss that the investor should be prepared to bear.Past performance is not a guarantee of future returns.
The risk of our top-down strategy is that our macro view of the economy and financial markets is wrong
and we position a portfolio's duration or sector allocation in a manner that is not optimal. We seek to manage this
risk by limiting variations from duration or maturity targets other than those that are liability-driven and by
diversifying holdings among security types. For liability-driven investment portfolios, we seek to minimize
market risk by approximately matching portfolio cash flows with expected liabilities.
The risk of our bottom-up strategy is that securities that we include in a portfolio because they are
perceived to have relative value may later lose value when compared with other securities. We seek to manage
this risk by careful and systematic analysis of relative values by performing credit analysis on issuers of securities
we recommend and by diversifying holdings.
Frequent trading of securities can create higher overall transaction costs and these will reduce portfolio
income. We do manage portfolios actively and we seek to minimize trading costs by recommending liquid issues
that are actively traded in the markets and by utilizing competitive bidding wherever feasible.
Multi-Asset Class Asset Management—Analysis and Strategy
The Multi-Asset Class Investment Committee plays a key role in the investment services delivered to
clients by establishing asset allocation targets and approving managers/funds for all discretionary multi-asset class
accounts. The Multi-Asset Class Investment Committee provides investment and portfolio risk oversight for
investment decisions,and convenes regularly to discuss any changes necessary.
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We use a consistent approach to multi-asset class accounts that involves portfolio planning, risk
assessment, asset allocation determination, manager selection, and performance reporting. The primary difference
between discretionary and nondiscretionary types of accounts relates to who provides direction relating to the
allocation of assets to separate account managers and the execution of mutual fund buy and sell transactions. For
discretionary accounts, we are authorized to instruct the custodian to rebalance the portfolio, move assets among
separate account managers and/or to arrange for the purchase or sale of mutual fund holdings.
We believe that the asset allocation decision is the most important factor in determining the expected
investment return between two different portfolios. Therefore, rigorous adherence to a disciplined process is
critical in determining the amounts that will ultimately be allocated to equities, fixed income and other
investments.
Compiling Capital Market Assumptions
Our Capital Market Assumptions are determined by the Multi-Asset Class Investment Committee through
a comprehensive and ongoing process developed by our investment professionals. Our assumptions are for
intermediate-and long-term returns in a wide range of asset classes.
• For the intermediate term (five years), our Capital Market Assumptions are derived from our
assessment of current economic conditions, including corporate profits, balance sheets, and current
valuations for various asset classes.
• • Our long-term assumptions (thirty years)are derived using an economic building block approach that
projects economic and corporate profit growth, and that takes into consideration the fundamental
factors driving long-term real economic growth, and our expectation for inflation, productivity and-
labor force growth.
The next steps would be completed in collaboration with prospective clients:
Engaging in a Portfolio Planning Survey
We would begin the asset allocation process by reviewing a detailed portfolio planning survey with the
prospective client. The survey is designed to facilitate a discussion of all of the asset classes to determine which
should be permitted in the final overall allocation.
In addition, through a series of questions, the survey would bring to light information about goals,
objectives,cash flow projections,risk tolerance, ability to withstand losses,as well as the view of the economy and
the markets. In summary, the portfolio planning survey documents the level of expectations so that everyone
understands the goals that have been set for the investment of the assets.
The survey results are updated periodically during an ongoing engagement as client circumstances
change.
Determining Asset Allocation Structure
The information from the portfolio planning survey and the Capital Market Assumptions is used to design
and keep current an asset allocation plan for the client. We use a modeling program from Ibbotson Associates,
along with an internally-built modeling program, which allows us to conduct a more detailed asset/liability
modeling study. Each model uses the latest historical data on asset class investment returns, volatility, and
correlation with other asset classes along with our Capital Market Assumptions to determine an "optimal"
portfolio.
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Selecting an Appropriate Asset Mix
A series of tests is run on each model to determine the probability of achieving the desired investment
objective under different market scenarios. Existing funding requirements may override the more subjective
"tolerance for loss." We use this process, to help inform our clients of the range of possibilities associated with
each asset allocation plan,and to identify a plan that best meets the expectations set forth in the portfolio planning
survey.
Investment Manager Selection
Our research team is focused on monitoring the investment products included in our client portfolios.
The research analysts are assigned to a specific asset class for which they are responsible. Both the research
analysts and our Director of Research correspond with investment managers on a regular basis and meet with
investment managers routinely to maintain an understanding of each manager's investment process and strategy.
As part of the ongoing manager due diligence, the research analysts run a series of risk/return statistics, peer
universe analysis, portfolio attribution and style analysis on all of the investment products in our clients'
portfolios to ensure they continue to be an appropriate component of the overall portfolio. As a result, our
research team is able to provide the clients with valuable information about potential investment managers.
Rebalancing
We evaluate a client's portfolio regularly to determine the need for rebalancing the portfolio based on
factors including current allocation targets, perceived assessment of relative value, and changes in Capital Market
Assumptions. For multi-asset class portfolios where we have discretion we establish target levels for each asset
class in the planning stages along with a minimum/maximum range and may update these as our Capital Markets
Assumptions and market conditions change. These parameters are input into the client's investment policy
statement and are illustrated in the quarterly reports. We have invested in software that allows our staff to monitor
compliance of a client's portfolios.
Ongoing Monitoring
We will monitor a client's asset allocation, as well as the portfolio's money managers/mutual funds on an
ongoing basis through detailed analysis and our proprietary manager ranking system. For our discretionary
accounts, we place a manager or fund on the watch list as a result of lagging performance, poor risk metrics
and/or qualitative issues, among other things. Removal from the watch list is typically based on several quarters
of improved performance against peers and an appropriate benchmark or remediation of other issues. If problems
endure, probation is a subsequent step in the process of reviewing managers. Ultimately, if the problem persists,
our Multi-Asset Class Investment Committee approves a termination recommendation.
We continually evaluate the economy, financial markets, and correlation of asset classes to assess whether
a client's asset allocations are appropriate, as well as rebalance the portfolio if necessary. We regularly interview
managers and visit their operations to ensure that they remain the most appropriate vehicle for our client's
investments. Strategic allocation decisions, rebalancing, and re-evaluating managers are all part of the ongoing
monitoring process.
Performance Reporting
We provide performance reporting on a quarterly basis. Each client will receive a report containing its
own performance measures allowing the client to review its plan and its investment managers' performance
versus the established benchmark, while monitoring cash flows and other financial indicators. The report includes
a review of the economy, financial markets, and our investment strategy. We also organize quarterly conference
calls/meetings to give a client a better understanding by hearing from the people who are making the asset
allocation and investment manager decisions.
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Multi-Asset Class Asset Management—Risk
Although the investment strategies we employ do not involve significant or unusual risk beyond that of
the general markets for international and domestic equities, fixed income, publicly traded real estate, and other
investments we recommend, investors need to recognize that investing in securities involves a risk of loss that an
investor should be prepared to bear. In order to manage the risks inherent in these markets, we employ a
diversified approach, blending equity, fixed income, and cash based securities, in a manner that is designed to
meet the client's risk tolerance,with the objective of reducing the risk of long term losses. Past performance is not
a guarantee of future returns.
Investing in cash, fixed income, and equity funds through separate account managers, mutual funds or
ETFs involves risk. Each asset class has its own idiosyncratic risk and return characteristics. In modeling
portfolios for our clients, we assess the individual characteristics of asset classes, from a historic and forward
looking point of view, to optimize the best blend given the client's investment objectives and tolerance for risk.
The range of probabilities examines extreme conditions (worst loss, maximum drawdown) over rolling one, five
and ten year periods from a historic standpoint (losses for portfolios with heavy allocations of equities can be
large in extreme market conditions as evidenced by the global financial crisis of 2008. Portfolios with heavy
concentration of equities experienced losses of up to 30% or more during the worst period of peak to trough
returns). The analysis also provides a 90% probability analysis of future geometric returns and minimum and
maximum investment returns for one, five and ten year periods. Because our clients' investment time horizons
typically exceed five years, this form of analysis gives them a context for the range of possibilities of investment
returns at the total fund level and the individual asset class level.
A higher overall equity allocation will result in the assumption of a greater degree of risk. The annual
standard deviation of returns for equities falls in the 17—22%range, and for fixed income in the 5 - 10%range,
so clients should expect wide potential volatility of returns from each individual asset class in any one given year.
Consulting Engagements—Analysis Strategy and Risk
For multi-asset class consulting engagements where we do not have discretion, the methods and analysis
generally are similar to those for discretionary accounts as described above. However, determining asset
allocation, setting an appropriate asset mix and manager selection are the responsibilities of the client, and not us.
We generally make recommendations and report the results of reviews at quarterly client meetings and follow
client direction with regard to the selection of managers and re-balancing accounts. As directed by the client,
managers may include those that are not approved for our discretionary accounts. In cases where a client directs
assets to a manager that is not approved, the level of ongoing diligence we perform may be limited and clients
acknowledge this in writing. Risk for these accounts is similar to risk for discretionary multi-asset class accounts.
Item 9-Disciplinary Information
An investment advisor must disclose material facts about any legal or disciplinary event that is material to
a client's evaluation of our advisory business or the integrity of our management. We do not have any disclosure
items of this nature.
Item 10 -Other Financial Industry Activities and Affiliations
Our wholly-owned subsidiary, PFM Fund Distributors, Inc. (PFMFD), is registered as a broker-dealer
under the Securities Exchange Act of 1934. Its sole activities are to serve as exclusive distributor to the registered
investment company and local government investment pools (Pooled Funds) for which we serve as investment
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adviser and/or administrator. One of the managers of our company, Martin Margolis, is a registered principal of
PFMFD.
If our client invests in a Pooled Fund, we disclose this relationship to the client, through the Form ADV
Part 2A and the offering statement for the Pooled Fund. In addition, our investment advisory agreement with the
client provides that if we invest client assets in a Pooled Fund, we will not take these assets into account for
purposes of calculating our fees under the client's investment advisory agreement.
We serve as administrator and investment adviser to PFM Funds, a diversified, open-end management
registered investment company offering money market funds to governmental entities and other institutional
investors. We may enter into arrangements with a third party to compensate it for service it provides to us in our
role as administrator to PFM Funds,or in PFMFD's role as distributor to PFM Funds. Such compensation payable
to the third party is paid out of the fee we receive from the client. We also serve as administrator and/or
investment adviser to the following local government investment pools:
• California Asset Management Trust(CAMP);
• Florida Education Investment Trust Fund(FEITF)(adviser and distributor only)*;
• Illinois Trust;
• Massachusetts Finance Development Agency Short-Term Asset Reserve Fund(Mass STAR);
• Michigan Liquid Asset Fund Plus(MILAF+);
• Minnesota Association of Governments Investing for Counties(MAGIC);
• Minnesota School District Liquid Asset Fund Plus(MSDLAF+);
• Missouri Securities Investment Program(MOSIP);
• Nebraska Liquid Asset Fund(NLAF);
• New Jersey Asset&Rebate Management Program(NJ/ARM);
• Pennsylvania Local Government Investment Trust(PLGIT);
• Pennsylvania OPEB Trust(adviser and distributor only);
• TexasTERM Local Government Investment Pool(TexasTERM); and
• Wyoming Government Investment Fund(WGIF).
* As of February 23,2015,we assumed duties as administrator to FEITF.
PFMFD serves as distributor to all of these pools except for WGIF.
We have no arrangements for direct or indirect compensation with other investment advisers. As a matter
of policy and practice, we do not accept any fees, commissions or other forms of compensation from any
underlying money managers or other professionals affiliated with our client's account.
Item 11 - Code of Ethics,Participation or Interest in Client Transactions and Personal Trading
Under Rule 204A-1 of the Investment Advisers Act of 1940, our employees are subject to our Code of
Ethics(Code).Compliance with the Code is a condition of employment for all of our employees.
This Code sets out general ethical standards applicable to our employees. Employees are expected to
maintain the highest ethical standards, embody a business culture that supports actions based on what is right
rather than expediency, deal fairly with clients and one another, protect confidential information and seek
guidance about ethical questions. More specifically with respect to advisory activities, the Code requires that
whenever our personnel act in a fiduciary capacity, we will endeavor to put the client's interest ahead of the
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firm's. We will disclose actual and potential meaningful conflicts of interest. We will manage actual conflicts in
accordance with applicable regulatory and legal standards. If applicable regulatory and legal standards do not
permit management of a conflict, we will seek to avoid the conflict. We will not engage in fraudulent, deceptive
or manipulative conduct with respect to clients.We will act with appropriate care, skill and diligence.
Our employees are required to know when we are acting as a fiduciary with respect to the work they are
doing. If we are acting as a fiduciary, they are expected to comply with all fiduciary standards which apply to us
in performing their duties. In addition,they must also put the client's interest ahead of their own personal interest.
An employee's fiduciary duty is a personal obligation. While advisory personnel may rely upon subordinates to
perform many tasks that are part of their responsibilities, they are personally responsible for fiduciary obligations
even if carried out through subordinates.
In general, the Code expresses our recognition of our responsibilities to the public, clients and
professional associates. Our Code also contains various reporting, disclosure and approval requirements regarding
employees' personal securities transactions. The Code requires that our employees whom we deem to be "Access
Persons" must report all personal securities transactions, including transactions in mutual funds advised by us, to
our Chief Compliance Officer, or to the person he designates. We prohibit our Access Persons from participating
in initial public offerings unless our Chief Compliance Officer gives his approval. We also prohibit our employees
from purchasing any municipal securities within 60 days of their issue date, if our affiliate, Public Financial
Management,Inc.,served as municipal advisor for the bond issue.
You can receive a copy of our Code by contacting us at One Keystone Plaza, Suite 300, North Front &
Market Streets,Harrisburg,PA 17101,by calling 717-231-6200 or by emailing pfmamrequest@pfm.com.
On infrequent occasions, our employees may invest in securities that coincidentally we also recommend
for purchase or sale in our client accounts. The securities we recommend for purchase and sale within our fixed-
income and multi-asset class portfolios are of the type which the Securities and Exchange Commission has
expressly recognized as presenting little opportunity for the type of improper trading which compliance with the
Code of Ethics reporting requirements is designed to uncover. Further, our employees are subject to our Code of
Ethics described above, and because our personnel are acting in a fiduciary capacity,we require our employees to
put the client's interests ahead of their individual interests or that of the firm with respect to the purchase and sale
of securities.
Item 12 -Brokerage Practices
We generally exercise brokerage discretion as follows: typically, our clients allow us to choose the broker
or dealer to execute the trades. In these situations, we deal with brokers and dealers whom we determine to be
major market makers for the types of securities purchased or sold. As a matter of policy, we do not recommend,
request or require a client to direct us to execute transactions through a specified broker-dealer. If a client
provides us with an approved list of brokers and dealers, we place all orders for the purchase or sale of securities
for the client's account with those brokers or dealers and this may limit our ability to achieve the most favorable
price or execution.Under these circumstances,the client and the broker or dealer determine the commission rates.
The factors that we may consider in selecting or recommending a particular broker or dealer include: the
execution, clearance and settlement capabilities of the firm; our knowledge of negotiated commission rates
currently available and other current transaction costs; the nature of the portfolio transaction; the size of the
transaction; the desired timing of the trade; the activity existing and expected in the market for the particular
transaction; confidentiality; the availability of research and research related services provided through such firms
(as discussed below);our knowledge of the financial stability of the firm;and our knowledge of actual or apparent
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operational problems of the firm. Given these factors, our clients may pay transaction costs in excess of that
which another firm might have charged for effecting the same transaction.
When we select or recommend a firm that executes orders or is a party to portfolio transactions, relevant
factors taken into consideration may also include whether that firm has furnished research and research related
products and/or services. We receive a broad range of research services, including information on the economy,
industries, groups_of securities and individual companies, statistical information, market data, accounting and tax
law interpretations, political developments, pricing and appraisal services, credit analysis, risk measurement
analysis, performance analysis and other information which may affect the economy and/or security prices.
Research services may be received in the form of written reports, periodicals,investment seminars, software, and
electronic access to, and telephone contacts and personal meeting with, security analysts,economists,government
representatives, and corporate and industry spokespersons. They also may consist of computer databases.
Currently, as a matter of policy,we do not enter into any third party or proprietary soft dollar arrangements where
a broker-dealer provides research services in exchange for an expectation of receiving a certain dollar amount of
commissions.
From time to time some of these brokers offer us market commentary and data and statistical research
reports as to factors which may influence market price movements. We believe that this information improves the
quality of our investment and trading decisions for the benefit of all of our clients. We obtain express
authorization from our client to consider direct brokerage factors (efficiency of execution and commission) in
selecting a broker or dealer,and to consider the furnishing of statistical research and other information services by
the broker or dealer. It is possible that the use of any these particular brokerage firms may result from time to time
in a less favorable price for a particular transaction than if we canvassed a broader range of brokers.However,we
believe that the practice of taking into account the furnishing of market information is reasonable. For fixed-
income securities,we seek to minimize the effect, if any, of research on the transaction costs by using competitive
bids and offers and involving major market makers wherever feasible, and use electronic trading platforms for a
majority of trades to facilitate market access and in an effort to minimize transaction costs.
We have no agreement, understanding or other arrangement, either internal or with brokers and/or
dealers, which would influence the allocation of securities transactions among brokers and/or dealers, and we do
not utilize soft dollar arrangements other than those activities explicitly authorized under Section 28(e) of the
Securities Exchange Act of 1934.
In the fixed-income markets, we may cause securities transactions to be executed for a client's account
concurrently with authorizations to purchase or sell the same securities for other accounts we manage. It is our
policy to aggregate the purchase or sale of securities for various client accounts in order to achieve efficiency of
execution and better pricing. Each client participating in an aggregate transaction will participate at the same
price. Where we receive an allocation that is less than our order we normally allocate the securities to the
participating client accounts on a pro rata basis in proportion to the size of the orders placed for each account, to
the extent that we can. We may increase or decrease the amount of securities allocated to a client if necessary due
to factors including avoiding odd lots in a particular security.
Item 13 -Review of Accounts
For our fixed-income accounts, our Fixed-Income Investment Committee meets generally on a monthly
basis, or more frequently as necessary to review the overall strategic direction. This investment committee
consists of portfolio managers, senior research staff and our chief investment officer.
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Shorter-term tactical approaches are presented routinely through a report and analysis prepared and
distributed by a sector specialist and may be discussed at a meeting. These reports, normally provided on a
weekly basis, highlight interest rate trends and the relative value of different sectors and maturity structures in the
market. Ad-hoc strategy discussions take place regularly, or after any significant market moving event, such as
sudden changes in financial market conditions, general economic conditions, credit ratings downgrades, and/or
the movement of a particular portfolio security through a price support or resistance level.
Our fixed-income portfolio managers and traders also review client portfolios on a daily basis. As part of
daily practices, portfolio managers and traders discuss market developments, overall strategies, and the potential
impact of pending economic announcements. During these sessions, portfolio managers review portfolios,
upcoming maturities, and any expected large transactions.
For our multi-asset class accounts, our Multi-Asset Class Investment Committee meets generally on a
monthly basis, or more frequently as necessary to review the overall strategic direction. This investment
committee consists of portfolio managers, senior research staff and our chief investment officer.
We monitor the performance of multi-asset class accounts, including our Managed Accounts Program
(MAP), on at least a quarterly basis to determine whether the underlying investments selected are performing in
line with expectations and are meeting the needs of the individual client. We provide our multi-asset class clients
a quarterly analysis of the performance of the underlying funds in which the client's assets are invested and of any
reallocation of assets among these underlying funds. At least annually, we will consult with the client to
determine whether there are reasons to revise the client's target investment strategy.
Changes in our Capital Market Assumptions, our outlook for asset class valuation, sudden changes in
financial market conditions, and general economic conditions may trigger a review of our multi-asset class
accounts. Accounts are reviewed by a principal or a portfolio manager in consultation with one of our principals.
Normally, we sequence account reviews in a manner that provides for first review of the accounts that have the
greatest potential exposure to the effects of the event which triggers the review.
We furnish monthly account summaries to each fixed-income portfolio client with assets under
continuous management. The summaries include details of all transactions and holdings at the end of the period.
We also provide account summaries on a daily basis on the Internet. We may also provide an investment advice
memorandum upon advising and/or completing an order for a buy or sell of securities. Pursuant to our investment
advisory agreements, we may also provide quarterly performance and economic reviews for some clients.
The custodian of our multi-asset class portfolio clients, including our MAP clients, provides each client
with a monthly statement of account detailing the client's month-end balances and any transactions which
occurred during the month. We review such statements monthly to determine whether transactions executed by
the custodian are in agreement with any instructions which we or the client provided. In addition, we provide
monthly written statements and quarterly performance reports.
Item 14 - Client Referrals and Other Compensation
From time to time, we may enter into arrangements under which we agree to engage a third party to
solicit or refer to us potential new investment advisory clients. Under these arrangements, we enter into a written
agreement with the third party, describing the third party's activities on our behalf and the amount we agree to
pay the third party. The agreement also contains the third party's undertaking to act in manner consistent with our
instructions and with the provisions of the Investment Advisers Act of 1940, and to provide the referral with a
copy of our Form ADV, Part 2A and Part 2B. If the referral subsequently enters into an investment advisory
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agreement with us, we pay the solicitor a percentage of our investment advisory fee, which fee arrangement is
disclosed to the prospect by the solicitor prior to any contact or meeting with the prospect.
Item 15 - Custody
We do not have custody of client funds or securities.
Item 16 -Investment Discretion
We offer discretionary advisory services with respect to a client's investable assets. When a client gives
us investment discretion, we then have the authority to determine, without obtaining their specific approval, (1)
overall asset allocation, (2)the manager or sub-adviser to be utilized for the portfolio, (3)the specific securities to
be bought and sold, (4) the amount of securities to be bought and sold including overall asset allocation and (5)
the broker or dealer through which the securities are bought or sold. These decisions are subject to limitations of
state law and any other restrictions in the contract with our client, or in our client's investment policies. Many of
our clients have their own investment policies, which usually contain restrictions on the types and credit quality of
investments. We agree contractually to follow those guidelines. In addition, many of our clients are subject to
state investment statutes, which we comply with as well. Our clients typically grant us discretionary authority in
the investment advisory agreement which we enter into with them.
Item 17-Voting Client Securities
We provide to certain of our clients discretionary investment advice on securities which are mutual funds.
These mutual funds send us proxies, which we vote on behalf of these discretionary clients if they have given us
the authorization to vote them. We also occasionally receive consent requests. Generally, we arrange for the
portfolio manager overseeing the client's investments to be responsible for making all proxy-voting decisions. We
seek to vote proxy proposals, consents or resolutions in a manner that serves the best interests of our clients.
When reviewing whether a proposed action would be in our client's best interests, we take into account the
following factors:
• The impact on the valuation of securities;
• The anticipated costs and benefits associated with the proposal;
• An increase or decrease in costs,particularly management fees, of investment in the securities;
• The effect on liquidity; and
• Customary industry and business practices.
In reviewing proxy issues of the type described below,we will apply the following general principles:
• With respect to an election of directors, we will typically vote in favor of the management-
proposed slate of directors, unless there is a proxy contest for seats on the board of a portfolio
fund or other important reasons for withholding votes for directors. We may abstain if there is
insufficient information about the nominees disclosed in the proxy statement.
• Similarly, we will also generally support management's recommendation for the appointment of
auditors, unless there are reasons for us to question the independence or performance of the
nominees.
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• We will vote in accordance with management's recommendations on issues that are technical and
administrative in nature, such as changes to increase the number of directors or to adopt term
limits.However, we review and vote on a case-by-case basis any non-routine proposals which are
likely to affect the structure and operation of the portfolio company. Examples of these types of
proposals include any limitations on shareholder rights, or those which have a material economic
effect on the company.
• We will generally vote in favor of proposals that give shareholders a greater vote in the affairs of
the company and oppose any measure that seeks to limit those rights.
• We also support proposals promoting transparency and accountability within a company to ensure
that the directors fulfill their obligations to shareholders.
• We review proposals that result in an increase of compensation to investment advisors and other
service providers of portfolio mutual funds on a case-by-case basis, with particular emphasis on
the relative performance of the fund.
• We also review proposals relating to executive compensation plans to ensure that the long-term
interests of management and shareholders are properly aligned.
• We generally oppose proposals to give shareholders the right to vote on executive compensation.
These policies are not exhaustive due to the variety of proxy voting issues that we may be required to
consider.
With the exception of a client's shareholdings in a registered investment company and certain local
government investment pools for which we provide services, a conflict of interest between us, and a client whose
investments are managed by us, is unlikely. We are the investment advisor to a registered money market
investment company (RIC) and to several local government investment pools (LGIPs). We receive no investment
advisory fee from a client for managing client assets which we invest in the RIC or LGIPs. In regard to the voting
of securities in the RIC or LGIPs for which we are the investment advisor(or where it would appear that we have
an interest),we apply the following principles:
• If the proposal relates to the matters in which the outcome does not directly affect us, we will
follow our general voting policies.
• If the proxy proposal relates to a transaction which directly affects us, or otherwise requires a
case-by-case determination by us under our voting policies, we will seek the advice either of the
managers of the client or of a qualified, independent third party, and we will submit the proxy
statement to them. We will then follow the decision of our client's management or the
recommendation of the third party in voting the proxy.
We maintain records relating to all proxy voting for five years. We will provide information to any client
about how we voted proxies for securities in the client's account. Our Proxy Voting Policy is available upon
request by contacting us at One Keystone Plaza, Suite 300, North Front& Market Streets, Harrisburg,PA 17101,
by calling 717-231-6200 or by emailing pfmamrequest@pfm.com.
Under certain of our engagements, we do not assume the responsibility for voting proxies on client
securities. The clients make arrangements to receive proxies from their custodian. In the event that we receive a
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proxy and we do not have authority to vote on it, we forward it to our client. Clients may contact the portfolio
manager for their account if they have questions about a particular solicitation.
Item 18 -Financial Information
We are not aware of any financial condition that is reasonably likely to impair our ability to carry out our
commitments and responsibilities under our client contracts.
19
PFM ASSET MANAGEMENT LLC
One Keystone Plaza,Suite 300
N.Front&Market Streets
Harrisburg,PA 17101-2044
717-231-6200(phone)
www.pfm.com
SEC File No.801-60449
March 31,2015
* '
Marc D.Ammaturo*
.• • Robert H.Cheddar,CFA
FoRMADV°PA22B
Joseph W.Creason
BROCIURESUPPLFMENT Michael P.Downs,CFA
Matthew R.Eisel,CFA
' � ' Christopher Harris,CFA
.£ Biagio Manieri,CFA*
Gregg A.Manjerovic,CFA
'` � '� Martin P.Margolis
Jeffrey H.Rowe,CFA
Kenneth R.Schiebel,CFA
John S.Spagnola*
_
Ke
L. Staub
Michael R.Varano
Mark Yasenchak,CFA
&' •, '` 0.
This Brochure Supplement provides information about
'a ••.W• • our personnel listed above and supplements the PFM
Asset Management LLC brochure.You should have
;.• received a copy of that brochure.Please contact our
y Compliance Department at 717.231.6200,or contact
us by emailing Firm
oin.com if you did not
" receive our Firm's brochure or if you have any
r
questions about the contents of this supplement.
' *Messrs.Ammaturo,Manieri end Spagnola are based in the Firm's
Philadelphia,Pennsylvania Office,which is located at:Two Logan
Square,18th&Arch Streets,Suite 1600,Philadelphia,PA 19103;
,r 215.567.6100(telephone).
Y
. y. f ,meq '/,'
Updated as of 3/31/15
Table of Contents
Educational Background and Business Experience 1
Disciplinary Information 6
Other Business Activities 7
Additional Compensation 8
Supervision 9
Updated as of 3/31/2015
immomNmmmmmmimmm
Educational Background and Business Experience
Item 2
Item 2 of Form ADV,Part 2B asks us to disclose background in education and business for our supervised persons who
formulate the various types of investment advice we offer.Most types of our investment advice are provided to you by a team of
more than five individuals. We have prepared background information for the team members who have the most responsibility
for the advice the team prepares. We have provided the person's name,year of birth,formal education after high school,and
business background(including an identification of the specific positions held)for the preceding five years of our supervised
persons.Also listed are certain professional designations held by the supervised person.An explanation of the minimum
qualifications required for each designation is included so you may better understand the value of the designation.
FIXED INCOME PORTFOLIOS
Robert H.Cheddar,CFA
Year of Birth: 1966
• Formal Education after High School
• Susquehanna University,Selinsgrove,PA,Bachelor of Science,Business,Graduated 1988
• Pennsylvania State University,Malvern,PA,MBA,Graduated 2003
• Business Background for the Previous Five Years
• PFM Asset Management LLC,Harrisburg,PA,Senior Portfolio Manager,01/2004—01/2011;Managing
Director,01/2011 —Present
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
Joseph W.Creason
Year of Birth: 1976
• Formal Education after High School
• Shippensburg University,Shippensburg,PA,Bachelor of Science,Finance,and Bachelor of Science,
Economics,Graduated 2000
• Business Background for the Previous Five Years
• PFM Asset Management LLC/Public Financial Management Inc.,Harrisburg,PA,Portfolio Trader,
07/2000—07/2009;Portfolio Manager,07/2009—Present
Michael P.Downs,CFA
Year of Birth: 1964
• Formal Education after High School
• The Ohio State University,Columbus,OH,Bachelor of Science,Finance and Accounting,Graduated 1987
• The Ohio State University,Columbus,OH,Master of Business Administration,Finance,Graduated 1991
■ Business Background for the Previous Five Years
• Hughes Capital Management,Inc.,Alexandria,VA,Portfolio Manager,06/2005—02/2014,PFM Asset
Management LLC,Harrisburg,PA,Portfolio Manager,04/2014—Present
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
Gregg A.Manjerovic,CFA
Year of Birth: 1971
• Formal Education after High School
• University of Illinois at Chicago,Chicago,IL,Bachelor of Science,Finance/Management,Graduated 1993
• Illinois Institute of Technology,Chicago,IL,MS,Financial Markets and Technology,Graduated 1999
• Business Background for the Previous Five Years
• PFM Asset Management LLC/Public Financial Management,Inc.,Harrisburg,PA,Fixed Income
Portfolio Manager,07/2001—Present
■ Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
Updated as of 3/31/2015 1
Martin P.Margolis
Year of Birth: 1944
• Formal Education after High School
• University of Pennsylvania,Philadelphia,PA,Bachelor of Arts,History,Graduated 1966
• University of Pennsylvania,Philadelphia,PA,Graduate School,History 1967-1972
• Business Background for the Previous Five Years
• Public Financial Management,Inc.,Harrisburg,PA,Managing Director,01/1987—01/2003;PFM Asset
Management LLC,Harrisburg,PA,Managing Director,President,01/2003—Present
Jeffrey H.Rowe,CFA
Year of Birth: 1982
• Formal Education after High School
• Pennsylvania State University,University Park,PA,Bachelor of Science,Finance,and a Minor in Supply
Chain and Information Systems Technology,Graduated 2005
• Business Background for the Previous Five Years
• PFM Asset Management LLC,Harrisburg,PA,Portfolio Trader,05/2005—05/2010;Portfolio Manager,
05/2010—Present
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
Kenneth R.Schiebel,CFA
Year of Birth: 1959
• Formal Education after High School
• University of Michigan,Ann Arbor,MI,Bachelor of Arts,Mathematics&Computer Science,Graduated
1981
• Business Background for the Previous Five Years
• PFM Asset Management LLC/Public Financial Management,Inc.,Harrisburg,PA,Managing Director,
01/1994—Present
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
Kerri L.Staub
Year of Birth: 1983
• Formal Education after High School
• Pennsylvania.State University,Harrisburg,PA,Bachelor of Science,Business Management,Graduated
2006
• Business Background for the Previous Five Years
• PFM Asset Management LLC,Harrisburg,PA,Portfolio Trader,06/2007—07/2012;Portfolio Manager,
07/2012—Present
Michael R.Varano
Year of Birth: 1952
• Formal Education after High School
• Bloomsburg University,Bloomsburg,PA,Bachelor of Science,Business Management&Accounting,
Graduated 1974
• Business Background for the Previous Five Years
• PFM Asset Management LLC/Public Financial Management,Inc.,Harrisburg,PA,Managing Director,
01/1987—Present
Updated as of 3/31/2015 2
MULTI-ASSET CLASS MANAGEMENT
Marc D.Ammaturo
Year of Birth: 1974
• Formal Education after High School
• The Pennsylvania State University,State College,PA,Bachelor of Science,Accounting,Graduated 1996
• Maryland University,College Park,MD,Masters of Business Administration,Finance,Graduated 2004
• Business Background for the Previous Five Years
• PFM Asset Management LLC,Harrisburg,PA,Research Analyst,01/2005-01/2007;Senior Managing
Consultant,01/2007-01/2012;Managing Director,01/2012—Present
Biagio Manieri,Ph.D.,CFA
Year of Birth: 1960
• Formal Education after High School
• City College of the City University of New York,New York,NY,Bachelor of Science,Electrical
Engineering,Graduated 1983
• Columbia University,New York,NY,Doctor of Philosophy,International Relations,Graduated 1995
• Business Background for the Previous Five Years
• PFM Asset Management LLC,Philadelphia,PA,Director of Research,01/2012—Present;Federal Reserve
System,Investment Officer,03/2005-01/2012
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
Martin P.Margolis
Year of Birth: 1944
• Formal Education after High School
• University of Pennsylvania,Philadelphia,PA,Bachelor of Arts,History,Graduated 1966
• University of Pennsylvania,Philadelphia,PA,Graduate School,History 1967-1972
• Business Background for the Previous Five Years
• Public Financial Management,Inc.,Harrisburg,PA,Managing Director,01/1987—01/2003;PFM Asset
Management LLC,Harrisburg,PA,Managing Director,President,01/2003—Present
Kenneth R.Schiebel,CFA
Year of Birth: 1959
• Formal Education after High School
• University of Michigan,Arm Arbor,MI,Bachelor of Arts,Mathematics&Computer Science,Graduated
1981
• Business Background for the Previous Five Years
• PFM Asset Management LLC/Public Financial Management,Inc.,Harrisburg,PA,Managing Director,
01/1994—Present
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
John S.Spagnola
Year of Birth: 1957
• Formal Education after High School
• Yale University,New Haven,CT,Bachelor of Arts,Political Science,Graduated 1980
• Business Background for the Previous Five Years
• PFM Asset Management LLC,Philadelphia,PA,Managing Director,01/2003—Present
Updated as of 3/31/2015 3
Mark Yasenchak,CFA
Year of Birth: 1978
• Formal Education after High School
• West Chester University,West Chester,PA,Bachelor of Science,Finance and Economics,Graduated 2001
• Business Background for the Previous Five Years
• PFM Asset Management LLC,Philadelphia,PA,Senior Managing Consultant, 10/2003—Present
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
STRUCTURED PRODUCTS
Matthew R.Eisel,CFA
Year of Birth: 1983
• Formal Education after High School
• University of South Carolina,Bachelor of Science,Entrepreneurial Management,Finance,and Risk
Management&Insurance,Graduated 2005
• Business Background for the Previous Five Years
• PFM Asset Management LLC,Harrisburg,PA,Consultant,07/2005-07/2009;Senior Managing Consultant,
07/2009-10/2012;Director, 10/2012-01/2015;Managing Director,02/2015—Present
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
Christopher M.Harris,CFA
Year of Birth: 1986
• Formal Education after High School
• Dickinson College,Carlisle,PA,Bachelor of Arts,Economics,Graduated 2008
• Business Background for the Previous Five Years
• PFM Asset Management LLC,Harrisburg,PA,,Senior Managing Consultant,06/2008—Present
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
Martin P.Margolis
Year of Birth: 1944
• Formal Education after High School
• University of Pennsylvania,Philadelphia,PA,Bachelor of Arts,History,Graduated 1966
• University of Pennsylvania,Philadelphia,PA,Graduate School,History 1967-1972
• Business Background for the Previous Five Years
• Public Financial Management,Inc.,Harrisburg,PA,Managing Director,01/1987—01/2003;PFM Asset
Management LLC,Harrisburg,PA,Managing Director,President,01/2003—Present
Kenneth R.Schiebel,CFA
Year of Birth: 1959
• Formal Education after High School
• University of Michigan,Ann Arbor,MI,Bachelor of Arts,Mathematics&Computer Science,Graduated
1981
• Business Background for the Previous Five Years
• PFM Asset Management LLC/Public Financial Management,Inc.,Harrisburg,PA,Managing Director,
01/1994—Present
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
Updated as of 3/31/2015 4
CERTIFICATES OF DEPOSIT/FIXED TERM INVESTMENTS
Robert H.Cheddar,CFA
Year of Birth: 1966
• Formal Education after High School
• Susquehanna University,Selinsgrove,PA,Bachelor of Science,Business,Graduated 1988
• Pennsylvania State University,Malvern,PA,MBA,Graduated 2003
• Business Background for the Previous Five Years
• PFM Asset Management LLC,Harrisburg,PA,Senior Portfolio Manager,01/2004—01/2011;Managing
Director,01/2011—Present
• Certifications
• Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is
provided at the conclusion of this Item.
Michael R.Varano
Year of Birth: 1952
• Formal Education after High School
• Bloomsburg University,Bloomsburg,PA,Bachelor of Science,Business Management&Accounting,
Graduated 1974
• Business Background for the Previous Five Years
• PFM Asset Management LLC/Public Financial Management,Inc.,Harrisburg,PA,Managing Director,
01/1987—Present
SUMMARY OF PROFESSIONAL DESIGNATIONS
This Summary should assist you with evaluating the professional designations and the minimum requirements that
an individual must meet in order to hold this designation.
CFA—Chartered Financial Analyst
This designation is issued by the CFA Institute(www.cfainstitute.org).A candidate must meet one of the following
prerequisites in order to participate in the CFA program: 1)Have obtained an undergraduate degree and have 4 years
of professional experience involving investment decision-making;or 2)Have 4 years of full-time qualified work
experience.The educational requirements that must be completed involve 250 hours of study for each of the 3
levels,and there are 3 course exams.There are no continuing education requirements.
Updated as of 3/31/2015 5
Disciplinary Information
Item 3
If there are legal or disciplinary events material to your evaluation of the supervised person,Item 3 requires us to
disclose all material facts regarding those events.
A. A criminal or civil action in a domestic,foreign or military court of competent jurisdiction in which the
supervised person
1. was convicted of or pled guilty or nolo contendere("no contest")to(a)any felony; (b)a misdemeanor
that involved investments or an investment-related business,fraud,false statements or omissiors,-wrongful
taking of property, bribery,perjury,forgery, counterfeiting, or extortion; or(c)a conspiracy to commit any
of these offenses;
2. is the named subject of a pending criminal proceeding that involves an investment-related business,fraud,
false statements or omissions, wrongful taking of property, bribery,perjury,forgery, counterfeiting,
extortion, or a conspiracy to commit any of these offenses;
3. was found to have been involved in a violation of an investment-related statute or regulation; or
4. was the subject of any order,judgment, or decree permanently or temporarily enjoining, or otherwise
limiting, the supervised person from engaging in any investment-related activity, or from violating any
investment-related statute, rule, or order.
Not applicable.None of the personnel listed in Item 2 above has ever been subject to any such criminal or civil
action.
B. An administrative proceeding before the SEC,any other federal regulatory agency,any state regulatory
agency,or any foreign financial regulatory authority in which the supervised person
1. was found to have caused an investment-related business to lose its authorization to do business; or
2. was found to have been involved in a violation of an investment-related statute or regulation and was the
subject of an order by the agency or authority
(a) denying, suspending, or revoking the authorization of the supervised person to act in an investment-
related business;
(b) barring or suspending the supervised person's association with an investment-related business;
(c) otherwise significantly limiting the supervised person's investment-related activities; or
(d) imposing a civil money penalty of more than$2,500 on the supervised person.
Not applicable.None of the personnel listed in Item 2 above has ever been subject to any such administrative
proceeding.
C. A self-regulatory organization(SRO)proceeding in which the supervised person
1. was found to have caused an investment-related business to lose its authorization to do business; or
2. was found to have been involved in a violation of the SRO's rules and was: (i)barred or suspended from
membership or from association with other members, or was expelled from membership; (ii)otherwise
significantly limited from investment-related activities; or(iii)fined more than$2,500.
Not applicable.None of the personnel listed in Item 2 above has ever been subject to any such proceeding by an
SRO.
D. Any other proceeding in which a professional attainment,designation,or license of the supervised person
was revoked or suspended because of a violation of rules relating to professional conduct.If the supervised
person resigned(or otherwise relinquished his attainment,designation,or license)in anticipation of such a
proceeding(and the adviser knows,or should have known,of such resignation or relinquishment),disclose
the event.
Not applicable.None of the personnel listed in Item 2 above has ever been subject to any such suspension or
revocation.
Updated as of 3/31/2015 6
Other Business Activities
Item 4
A. If the supervised person is actively engaged in any investment-related business or occupation,including if
the supervised person is registered,or has an application pending to register,as a broker-dealer,registered
representative of a broker-dealer,futures commission merchant("FCM"),commodity pool operator
("CPO'),commodity trading advisor("CTA'),or an associated person of an FCM,CPO,or CTA,we are
required to disclose this fact and describe the business relationship,if any,between the advisory business and
the other business.
We have a wholly owned subsidiary,PFM Fund Distributors,Inc.("PFMFD"),which is a broker-dealer under the
Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority("FINRA").PFMFD
serves as exclusive distributor of shares of a registered investment company and local government investment pools
(Pooled Funds)for which we serve as investment adviser and/or administrator and we receive fees from this
arrangement.Messrs.Eisel,Harris,Margolis,Schiebel,and Varano are registered representatives of PFMFD.
• If a relationship between the advisory business and the supervised person's other financial industry
activities creates a material conflict of interest with clients, describe the nature of the conflict and
generally how you address it.
If our client invests in a Pooled Fund,we disclose this relationship to the client,through our firm brochure(the
Form ADV,Part 2A)and the offering statement for the Pooled Fund.In addition,if we have an investment
advisory arrangement with a client to manage a separate account,our investment advisory agreement with the
client provides that if we invest client assets in a Pooled Fund,we will not take these assets into account for
purposes of calculating our fees for managing the separate account.
• If the supervised person receives commissions, bonuses or other compensation based on the sale of
securities or other investment products, including as a broker-dealer or registered representative, and
including distribution or service("trail')fees from the sale of mutual funds, disclose this fact. If this
compensation is not cash, explain what type of compensation the supervised person receives. Explain that
this practice gives the supervised person an incentive to recommend investment products based on the
compensation received, rather than on the client's needs.
Our PFMFD registered representatives listed in this Brochure Supplement do not receive commissions,bonuses
or other compensation directly based on the sale of shares in the Pooled Funds.
B. If the supervised person is actively engaged in any business or occupation for compensation not discussed in
response to Item 4.A,above,and the other business activity or activities provide a substantial source of the
supervised person's income or involve a substantial amount of the supervised person's time,disclose this fact
and describe the nature of that business.If the other business activities represent less than 10 percent of the
supervised person's time and income,you may presume that they are not substantial.
None of our supervised persons described in this Brochure Supplement engages in any other business or occupation
which provides a substantial source of income or involves a substantial amount of time.
Updated as of 3/31/2015 7
Additional Compensation
Item 5
If someone who is not a client provides an economic benefit to the supervised person for providing advisory
services,generally describe the arrangement. For purposes of this Item,economic benefits include sales awards
and other prizes,but do not include the supervised person's regular salary.Any bonus that is based,at least in
part,on the number or amount of sales,client referrals,or new accounts should be considered an economic
benefit,but other regular bonuses should not.
We do not have any arrangements in which someone other than a client provides any economic benefit to our
supervised persons for providing advisory services.
Updated as of 3/31/2015 8
Supervision
Item 6
Explain how you sup_ervise the supervised person,including how you monitor the advice the supervised person
provides to clients.Provide the name,title and telephone number of the person responsible for supervising the
supervised person's advisory activities on behalf of your firm.
Marty Margolis as Chief Investment Officer and President of PFM Asset Management LLC oversees or participates
in meetings of the committees which develop investment strategies for the various types of investment advice we
offer to our clients.The strategies and advice developed by these committees are then marketed to our clients and
prospects by the managing directors of our firm and our additional personnel.As the Chief Investment Officer of the
firm,Mr.Margolis does not fall under the supervision of any individual,although he meets regularly with the other
managing directors,the Firm's Chief Compliance Officer,and the Board of Directors and officers of the Firm's
parent holding company.Mr.Margolis may be reached at 717.231.6200.
Updated as of 3/31/2015 9
Collier County, Florida
August 31,2015
Bank of America
Merrill Lynch
Bank of America--41r
Merrill Lynch
Summary of Terms and Conditions
Submission date:August 31,2015
Parties to the Transaction
Borrower: Collier County,Florida (the"Borrower"or the"City"or the"Issuer")
Bank of America,N.A.or any other subsidiary of Bank of America Corporation
Lender: ("BANA"or the"Bank"). W-9 forms will be submitted as requested upon award.
The Facility
Facility: Fully funded term loan
Facility Amount: Not to exceed$18,000,000
Security: First lien upon the Net Revenues of the County's Water and Sewer System and
certain charges imposed by the District on Persons(as further defined in the
Resolution). All security language shall be acceptable to the Bank and its
counsel.
Use of Proceeds: To refund a portion of Collier County's Water and Sewer Districts outstanding
Water and Sewer Revenue Bonds,Series 2006 and to pay the cost of issuance.
Optional Prepayments and Commitment Reductions:
Prepayments are permitted at any time with three business days' prior notice.
All prepayments will be subject to a prepayment penalty as set forth on Exhibit
A hereto.
Interest Rates:
Interest Rate: An indicative non bank qualified interest rate as of August 31, 2015 is 1.71%.
The actual rate shall be set two business days prior to closing utilizing the sum
of(i) the fixed rate of at 57 month interest rate swap rate having a floating rate
equal to three (3) month Libor as determined by linear interpolation plus 5
basis points. The Bank shall use Bloomberg to establish such rates.
If for any reason swap rates are no longer listed on Bloomberg, the Bank shall
select a comparable platform to determine the interest rate swap rate. The
above pricing formula is valid only if the loan is closed on or before October 30,
2015. After October 30, 2015, the formula is subject to change at Bank's sole
discretion.
The above interest rate assumes that this is a non bank qualified tax exempt
obligation and is subject to a legal opinion acceptable to the Bank and its
counsel.
Page 1 Bank of America-4W
Merrill Lynch
Repayment Terms/ Interest shall be payable semi-annually on January 1 and July 1, commencing
Maturity Date: on January 1,2016. Principal shall be due annually on July 1,commenicng July
1, 2017. Interest shall be calculated on a 30/360 day count basis. The
amortization is assumed as follows. Modification to amortization shall be
accepted at Bank's sole discretion.
July 1,2017 $2,523,000
July 1,2018 $2,575,000
July 1,2019 $2,625,000
July 1,2020 $2,680,000
July 1,2021 $2,739,000
July 1,2022 $4,585,000
Determination of Upon a Determination of Taxability with respect to the Facility, the Facility will
Taxability: bear interest from the date that taxability commences at a rate equal to the
product of the tax-exempt rate of interest otherwise in effect and the Taxable
Rate Factor (currently 1.54).
Determination of Taxability will only include circumstances resulting from the
action or inaction of the Issuer (e.g., will not include changes to the Internal
Revenue Code).
The Taxable Rate Factor is the amount by which the tax-exempt rate must be
mulitplied to achieve the equivenlant taxable ate given the highest margin
federal corporate tax rate,currently 35%. The Taxable Rate Factore is subject to
change should the highest marginal federal corporate tax rate change.
The Borrwer is also responsible for payment of any interest,penalties or charges
owed by the Lender as a result of interest on the Facility that accrues from
becoming includable in the gross income fo the Lender, together with any and
all attorneys' fees, court costs, or other out-of -pocket cost ncurred by th4e
Lender in connection therewith.
A change in the interest rate due to this provision will NOT trigger an
exception for the prepayment penalty provision.
Day Count: Interest of the Facility will be calculated on the basis of twelve 30 day months
and a 360 day year.
Default Rate: During the continuance of any default under the Facility, the interest rate shall
be increased to the maximum rate allowed under law.
Other Fees and Expenses
Bank Counsel: Fixed at$5,500 plus disbursements
Timing of Payments: All fees are non-refundable and are payable at closing in immediately available
funds.
Other Standard Provisions
Page 2 BankofAmerica'
Merrill Lynch
Indemnification: To the extent permitted by law, the Borrower will indemnify and hold harmless
BANA and its respective affiliates and its partners, directors, officers,
employees, agents and advisors from and against all losses, claims, damages,
liabilities and expenses arising out of or relating to the Facility, the Borrower's
use of loan proceeds or the commitment including, but not limited to,
reasonable attorneys' fees (including on appeal and including the allocated cost
of internal counsel) and settlement costs.This indemnification shall survive and
continue for the benefit of all such persons or entities.
Assignment and BANA will be permitted to make assignments to other financial institutions and
Participations: sell participations without the consent of the Borrower.
Waivers/ Amendments and waivers of the provisions of the Agreement and other
Amendments: definitive credit documentation will require the approval of BANA.
Choice of Law/Jury Trial/Venue
Governing Law: This Proposed Term Sheet and any other documents to which the Bank shall
become a party will be governed by the laws of the State of Florida.
Jury Trial: The Issuer agrees, to the extent permitted under applicable law, to waive any
right to a trial by jury in any action or proceeding with respect to any dispute or
controversy under the Loan Documents.
Venue: Any litigation involving the Bank shall be brought in the appropriate Florida or
United States court having jurisdiction over the matter.
Description of the Basic Documentary Terms and Conditions
Representations and Warranties:
Standard for this type of facility subject to review and acceptance by Bank and it
counsel.
Covenants: Usual and customary for transactions of this type subject to review and
acceptance by Bank and it Counsel.
Financial Covenants: The debt shall be subject to a rate covenant and additional bonds of 1.25x
defined as net revenues divided by annual debt service for the rate covenant
and maximum annual debt service for the additional bonds test and 1.00 times
defined as net revenues divided by annual debt service plus required reserve
deposits for the rate covenant and net revenues divided by maximum annual
debt service and reserve requirements for the additional bonds test. All final
covenant definitions are subject to review and acceptance by Bank and its
counsel.
Reporting Within 270 days after the close of each fiscal year of the Borrower,the Borrower
Requirements: shall provide complete audited financial statements of the Borrower. In
addition upon request by BANA, the Borrower shall provided the board
authorized budget and any such other information as the BANA may
reasonable request.
Page 3 Bank ofAmerica"0"
Merrill Lynch
Events of Default: Usual and customary in transactions of this type including, without limitation,
the following: (i) nonpayment of principal, interest, fees or other amounts; (ii)
failure to perform or observe covenants set forth in the loan documentation; (iii)
any representation or warranty proving to have been incorrect when made or
confirmed; (iv) cross-default to other parity debt(v) bankruptcy, insolvency,
debt moratorium, etc.; (vi) monetary judgment defaults in an amount to be
agreed and material non-monetary judgment defaults; (vii) actual or asserted
invalidity or impairment of any loan documentation; and (viii) downgrade
below Baa3/BBB-/BBB- (or the equivalent) by Moody's, S&P or Fitch,
respectively.
Remedies: The Bank may, among other things, cause the Default Rate to apply to all
outstanding obligations of the Borrower to the Bank and pursue any other
remedies to which it is entitled under the Agreement, at law or in equity. For
any payment that is more than 15 days late, the Bank may impose a late fee
equal to 4% of the amount of the late payment.
Contacts
Bank of America,N.A.(BANA):
Name: Holly Kuhlman
Title: Senior Vice President
Address: 9128 Strada Place,Suite 10110
Naples,Florida 34103
Telephone: (239)598-8805
email: Holly.kuhlman@baml.com
Bank Counsel:
Bank Counsel: Mark Raymond
Address: 4360 Northlake Blvd,Suite 204
Palm Beach Gardens,Florida 33418
Telephone: (561)775-8440
email: Mark.raymond@mraymondlaw.com
Proposed Terms and Conditions Subject to Certain Events
This Summary of Terms is intended only as an outline of certain of the material terms of the Facility and does not
purport to summarize all of the conditions, covenants, representations, warranties and other provisions that would
be contained in definitive documentation for the Facility contemplated hereby. This Summary of Terms is not a
commitment.It represents a willingness on the part of BANA to seek approval to provide the commitment indicated
herein and consummate a transaction based upon the terms and conditions outlined in this term sheet and is subject
to:
Final credit approval(see"Credit Process Timeframe"below),
Absence of any material adverse change in the financial condition,operations or
Page 4 Bank of America V,'
Merrill Lynch
prospects of the Borrower, or in any law, rule or regulation (or their
interpretation or administration), that, in each case, may adversely affect the
consummation of the transaction, to be determined in the sole discretion of
BANA,
Such additional due diligence as the Lender may require,and
Agreement as to all final terms and conditions and satisfactory documentation
thereof(including satisfactory legal opinions).
Credit Process: The credit process will take 10 business days from the point at which the Bank is
officially awarded the transaction and has in its possession all materials
necessary to undertake a full credit analysis.
Expiration: Consideration of a financing based on the terms and conditions presented in this
term sheet shall automatically expire 15 days from the date hereof unless the
Bank has received this terms sheet executed by the City.
If the Bank issues a commitment,the Bank reserves the right to terminate,reduce
or otherwise amend its commitment if the subject transaction is not closed within
90 days of the receipt of a signed term sheet.
Future The terms,conditions,pricing levels and fees (including legal fees and expenses)
Modifications: cited herein reference the financing and the Facility Amount as described in this
Summary of Terms and Conditions and are subject to revision in the event that
(i) the Facility Amount changes, (ii) the security or transaction structure is
modified, (iii) the transaction deviates materially from what was initially
described in the RFP or in conjunction therewith, (iv) the proposed financing
does not close within 90 days of acceptance by the Borrower.
No Advisory or Fiduciary Role
This proposal is submitted in response to your Request for Proposals dated
August 17, 2015. The contents of this proposal and any subsequent discussions
between us, including any and all information, recommendations, opinions,
indicative pricing, quotations and analysis with respect to any municipal
financial product or issuance of municipal securities, are provided to you in
reliance upon the exemption provided for responses to requests for proposals or
qualifications under the municipal advisor rules (the "Rules") of the Securities
and Exchange Commission(Rule 15Ba1-1 et seq.).
In submitting this proposal, we are not undertaking to act as a "municipal
advisor" to you or any other person within the meaning of Section 15B of the
Securities Exchange Act of 1934 and the Rules. In connection with this proposal
and the transactions described herein, we are not acting as a financial advisor or
municipal advisor to you or any other person, and are not subject to any
fiduciary duty to you or to any other person. We understand that you will
consult with and rely on the advice of your own municipal, financial, tax, legal
and other advisors in connection with your evaluation of this proposal and the
transactions described herein.
The Issuer acknowledges and agrees that: (i) the transaction contemplated by
Page 5 Bank of America V"
Merrill Lynch
this Summary of Terms and Conditions is an arm's length, commercial
transaction between the Issuer and the Bank in which the Bank is acting solely as
a principal and for its own interest; (ii) the Bank is not acting as a municipal
advisor or financial advisor to the Issuer; (iii) the Bank has no fiduciary duty
pursuant to Section 15B of the Securities Exchange Act of 1934 to the Issuer with
respect to the transaction contemplated hereby and the discussions,
undertakings and procedures leading thereto (irrespective of whether the Bank
has provided other services or is currently providing other services to the Issuer
on other matters); (iv)the only obligations the Bank has to the Issuer with respect
to the transaction contemplated hereby expressly are set forth in this Summary
of Terms and Conditions;and (v) the Bank is not recommending that the District
take an action with respect to the transaction contemplated by this Summary of
Terms and Conditions, and before taking any action with respect to the
contemplated transaction, Issuer should discuss the information contained
herein with its own legal, accounting, tax, financial and other advisors, as it
deems appropriate. If Issuer would like a municipal advisor in this transaction
that has legal fiduciary duties to Issuer, Issuer is free to engage a municipal
advisor to serve in that capacity. This Summary of Terms and Conditions is
provided to Issuer pursuant to and in reliance upon the "bank exemption"
provided under the municipal advisor rules of the Securities and Exchange
Commission,Rule 15Ba1-1 et seq.
Agreement by the Borrower
The Borrower hereby agrees to engage Bank of America to provide the Facility,
which is the subject hereof,pursuant to the terms and conditions stated herein.
Please evidence your agreement with the foregoing by signing and returning a
copy of the document to Bank of America.
Accepted and Agreed to:
COLLIER COUNTY,FLORIDA
By: Date:
Page 6 Bank of America'P
Merrill Lynch
Exhibit A
The [Bonds, Notes, Certificates, Borrower Note-*conform to defined terms] may be [prepaid, redeemed -
*Use Applicable Language] in whole, or in part, on [any date -*Use for Fixed Rate Transactions][at the
end of any Interest Rate Period -*Use For Variable Rate Transactions], with three (3) days prior written
notice to the [Bondholder, Noteholder, Certificate Holder, Bank, Lender-*conform to defined terms] by
payment in an amount equal to the principal amount to be [prepaid/redeemed -*Use Applicable
Language] plus accrued interest thereon to the date of[prepayment/redemption - *Use Applicable
Language] plus the Prepayment Fee. For purposes hereof, the Prepayment Fee will be the sum of fees
calculated separately for each Prepaid Installment, as follows:
(i) The Bank will first determine the amount of interest which would have accrued each
month at the Taxable Equivalent Rate for the Prepaid Installment had it remained outstanding until the
applicable Original Payment Date, using the interest rate applicable to the Prepaid Installment under this
Agreement.
(ii) The Bank will then subtract from each monthly interest amount determined in (i), above,
the amount of interest which would accrue for that Prepaid Installment if it were reinvested from the date
of prepayment or redemption through the Original Payment Date, using the Treasury Rate.
(iii) If(i) minus (ii)for the Prepaid Installment is greater than zero, the Bank will discount the
monthly differences to the date of prepayment or redemption by the Treasury Rate. The Bank will then
add together all of the discounted monthly differences for the Prepaid Installment.
The following definitions will apply to the calculation of the Prepayment Fee:
(i) "Original Payment Dates" mean the dates on which the prepaid or redeemed principal
would have been paid if there had been no prepayment or redemption. If any of the principal would have
been paid later than the end of the fixed rate interest period in effect at the time of prepayment or
redemption, then the Original Payment Date for that amount will be the last day of the interest period.
(ii) "Prepaid Installment" means the amount of the prepaid or redeemed principal which
would have been paid on a single Original Payment Date.
(iii) "Taxable Equivalent Rate" means the interest rate per annum derived from the following
formula: [interest rate on the Bond, Note, Certificate, Borrower Note -*Use Applicable Term] divided by
the difference of(1 minus the Maximum Corporate Income Tax Rate). The"Maximum Corporate Income
Tax Rate" is the highest marginal federal income tax rate charged to U.S. corporations in effect at the
time of the prepayment calculation. The"Maximum Corporate Income Tax Rate" is currently 35% (or
0.35 in numerical terms).
(iv) "Treasury Rate" means the yield on the Treasury Constant Maturity Series with maturity equal to
the Original Payment Date of the Prepaid Installment which are principal payments (calculated as of the
[date of redemption/prepayment -*Use Applicable Language] in accordance with accepted financial
practice and rounded to the nearest quarter-year), as reported in Federal Reserve Statistical Release
H.15, Selected Interest Rates of the Board of Governors of the Federal Reserve System, or any
successor publication. If no maturity exactly corresponding to such Original Payment Date appears in
Release H.15, the Treasury Rate will be determined by linear interpolation between the yields reported in
Release H.15. If for any reason Release H.15 is no longer published, the [Bondholder, Noteholder,
Certificate Holder, Bank, Lender, *conform to defined terms] shall select a comparable publication to
determine the Treasury Rate.
Bank of America"I
Merrill Lynch
Ilk4' First Florida
lie-- , Integrity Bank
9, f
August 28,2015
Board of County Commissioners Collier County,Florida
3327 Tamiami Trail East
Naples,Florida 34112
Subject: Solicitation: 15-6511 Public Utilities Term Loan
Bid due: August 31,2015, 1:00 PM
Scope of Work
The following describes scope of work
A. Amount: Not to exceed$18,000,000
B. Final Maturity: July 1,2022
C. Fixed,tax-exempt rate on a non-bank qualified basis, 2.25%
D. Preliminary Amortization Schedule(See attached Addendum#1)
E. Repayment Provisions: Interest payments on the outstanding principal balance
of the Term Loan will be calculated 30/360-day basis
and will be paid semiannually on January 1 and July 1
of each year, beginning January 16,2016. The
principal amount of the Term Loan will be payable
annually on July 1 of each year beginning July 1,2017,
thru the final maturity of the Term Loan.
F. Prepayment Options: NO PREPAYMENT PENALTY
G. At the closing of the Note, First Florida Integrity Bank is agreeable to the 5
certifications,including but not limited to certifications listed on the
solicitation form.
i'oNt Office flwk 19910 N.apke,,II 33101
(2 t0)34H s04m Office t239 21,t-.3.342!-.t
0 2014 First Florida Integrity Bank,Member FDIC, Cr Equal Mousing Lender,All Rights Reserved.
Page 2 of 2
Award Criteria
The rate quoted by First Florida Integrity Bank is 2.25% and was calculated on
August 28,2015. The rate is locked in from August 31,2015 for 30 days with an
additional 15 days if necessary.
Fees and Expenses: Total fees of$2,450.00 which covers State Documentary Tax.
We at First Florida Integrity Bank are pleased to have had the opportunity to be
a participant in the bidding process. Thank you and wish the county success on
this transaction and future endeavors. .
(Best Re, �.=
—nog
iam H. Grauel
Senior Vice President
Commercial Lending
August 31, 2015
J P.Morgan.
CREDIT FACILITY PROPOSAL
Direct Purchase of a Non-Bank Qualified Tax-Exempt Bond, Series 2015 issued by
Collier County Water& Sewer District in the amount of up to $18,000,000
IPMorgan
August 31, 2015
Swainson Hall
Procurement Strategist
Collier County Water& Sewer District
swainsonhall@colliergov.net
Dear Mr.Hall:
On behalf of JPMorgan Chase Bank, N.A. ("JPMorgan"), we are pleased to propose for
discussion indicative terms to Collier County Water & Sewer District for a Tax-Exempt Non-Bank
Qualified Direct Purchase Bond in an initial estimated amount of$18,000,000, subject to the following
terms and conditions described herein(the"Proposal").
The proposed indicative terms included in the enclosed Summary of Terms and Conditions are
for discussion purposes only and do not represent an offer or commitment to lend on the part of
JPMorgan and would be subject to due diligence, credit analysis and approval, and documentation of
detailed terms and conditions-satisfactory to JPMorgan and its legal counsel. Should any of the enclosed
terms and conditions conflict with Collier County Water and Sewer District's structuring parameters, we
would be happy to discuss mutually acceptable alternatives.
Should you have any questions regarding any of the indicative terms, please do not hesitate to
contact either of us at the numbers set forth below:
Ralph Hildevert Dominic D'Amato -
Senior Commercial Banker Underwriting Senior Associate
1450 Brickell Ave,Floor 33 450 S.Orange Ave,Floor 10
Miami,FL 33131 Orlando FL,32801
Phone:(305)579-9320 Phone:(407) 236-5440
Fax:(305)351-8451 Fax:(407) 484-0889
ralph.hildevertAipmorgan.com dominic.damato@jpmorgan.com
JPMorgan has been the market leader in public finance credit for over 35 years and ranks among
the largest providers of credit facilities in the municipal market today. Our deep familiarity with this
sector is viewed as a strong benefit by the municipal clients with whom we do business. We believe that
our experience in providing direct purchase bond financing, coupled with our long experience in deal
execution, would ensure an efficient, cost-effective transaction. Client references are available upon
request.
JPMorgan Chase Bank, S&P Moody's Fitch
N.A.Credit Ratings: Long Term Issuer Ratings: A+ Aa3 A+
Short Term Issuer Ratings: A-1 P-1 Fl
Outlook: Stable Stable Stable
Annual Report: JPMorgan Chase & Co.'s most recent annual report may be accessed via the following
website(Investor Relations link):
http://www.ipmorgan.corn
Confidential
We look forward to further discussions with the Collier County Water & Sewer District and its
financing team regarding this proposal.
Yours sincerely,
JPMORGAN CHASE BANK,N.A.
ix
By: 6 1' By: 1._. -
Ralph Hildevert Dominic D'Amato
Senior Commercial Banker Underwriting Senior Associate
Mark-David Adams
Bank Counsel
J P.Morgan
2
IP Morgan
COLLIER COUNTY WATER & SEWER DISTRICT
Direct Purchase Non Bank Qualified Tax-Exempt Bond, Series 2015
Summary of Terms and Conditions
August 31,2015
This Summary of Terms and Conditions (the "Term Sheet") is confidential and is intended as a statement of
indicative terms only, and is provided to facilitate additional discussion. It is a proposal for your consideration only and
not a commitment by JPMorgan Chase Bank,NA or its affiliates("JPMorgan")to provide the financing described in this
Term Sheet or any other financing. The rates and fees set forth in this proposal are indicative and are subject to market
conditions at all times until JPMorgan would commit to in writing and, in any event should not be regarded as
indicative after the date of this Term Sheet. The terms in this proposal expire on October 31,2015.
SECTION I DESCRIPTION OF THE BONDS
Issuer: Collier County Water&Sewer District(the"Issuer")
Purchaser: JPMorgan Chase Bank,N.A.and its successors and assigns(the"Purchaser"or the"Bank").
Facility/Amount: $18,000,000 Non Bank Qualified Tax-Exempt Direct Purchase Bond,Series 2015(the
"Bond"or the"Facility")issued as a single maturity Bond.
The Bond would be purchased at 100%of Par on an 'all or none'basis.
The Bond would not designated by the Issuer as a "qualified tax-exempt obligation" under
Section 265(b)(3)of the Internal Revenue Code.
The Bonds shall not be rated by any rating agency, shall not be initially registered to
participate in DTC, shall not contain a CUSIP number and shall not be marketed during any
period in which the Bonds are held by the Purchaser pursuant to any Official Statement,
Offering Memorandum or any other disclosure documentation. The Purchaser shall take
physical delivery of the Bond at closing.
Purpose: Proceeds of the Bond would be used to refinance a portion of the outstanding Series 2006
Bonds and to fund certain costs of issuance.
Bond Maturity Date: July 1,2022
Confidential
SECTION II INTEREST RATES,PAYMENTS AND FEES
Fixed Interest Rate: The Bond would accrue interest at a fixed rate per annum as set forth below,based upon the
tenor selected by the Issuer. The following fixed interest rates are indicative as of August 31,
2015 and are subject to change daily until a written rate lock letter agreement is executed
between the Issuer and the Bank:
Bond Maturity Date Optional Redemption Indicative Fixed Rate
Date**
July 1,2022 Make-Whole 1.90%per annum
July 1,2022 July 1,2017 2.01%per annum
**The Bond is callable at par on or after the Optional Redemption Date.
Bond Payments/
Amortization: Interest would be payable semi-annual on January 1, and July 1, commencing January 1,
2016.
Principal would be payable annually commencing on July 1,2017.
Date Principal
July 1,2017 $2,523,000
July 1,2018 $2,575,000
July 1,2019 $2,625,000
July 1,2020 $2,680,000
July 1,2021 $2,739,000
July 1,2022 $4,585,000
Notwithstanding the foregoing,the Bond would be required to be repaid in full on the Bond
Maturity Date. Upon an Event of Default, interest would then be computed at the Default
Rate(defined below).
Prepayment: The Bond may be prepaid in whole or in part,without premium or penalty, on any Optional
Redemption Date as defined above. Any prepayment on any date other than those provided
for above is subject to breakage costs payable by the Issuer.
Day Basis/Year: 30/360
Maximum Interest
Rate: No limitation would exist in the applicable bond documentation or authorizing resolution that
restricts the interest rate to any rate lower than the maximum rate permitted by law.
Interest Rate
Clawback: The Bond Documents would contain a customary interest rate recapture provision
("clawback") as protection against the possibility of the interest rate payable on the Bond
exceeding the maximum rate permitted by law or the maximum rate provided for on the
Bond. Such excess amounts shall be payable during such time periods where the interest rate
payable on the Bond is below the maximum rate permitted by law. Upon termination of the
Facility,the Issuer shall pay to the Purchaser a taxable equivalent fee equal to the amount of
all unpaid deferred excess interest.
Base Rate: The higher of(i)the Bank's Prime Rate and (ii) 2.5%plus the one month Adjusted LIBOR
Rate,as such terms would be more particularly described in the related bond documents.
Default Rate: Base Rate+4.00%
J P.Morgan 2
Confidential
SECTION III OTHER BOND TERMS AND PROVISIONS
Security: Pledge and assignment of Net Revenues of the Water and Sewer System and certain charges
imposed by the Borrower. The Bond will be on a senior parity basis, as defined in the
Resolution.
Required Documents: The terms of this financing would be evidenced by agreements, instruments and documents
(collectively, the "Bond Documents") that are usual and customary for a Direct Purchase
Bond transaction. The required documentation would include, but not limited to, the terms
and conditions outlined herein as well as the Bank's standard provisions with respect to
representations and warranties, covenants, events of default, remedies, conditions precedent,
right of set-off,waiver of jury trial,compliance with anti-corruption laws,protections against
increased costs and other general provisions that the Purchaser and its counsel deem
necessary and would otherwise be satisfactory in form and substance to the Purchaser and its
counsel. Such documentation to be prepared by Bond Counsel or Issuer's Counsel as
appropriate
Conditions Precedent: Usual and customary representations and warranties and other conditions prior to the
issuance of the Bond for like situated issuers and for the type and term of the Facility,
including absence of default, absence of material litigation and absence of material adverse
change from the Issuer's financial conditions and operations as reflected in the financial
statements of the Issuer September 30,2014.
Evidence of compliance with applicable additional bonds test.
Additional conditions precedent would include delivery of acceptable bond documentation
and legal opinions,including an opinion of bond counsel as to the validity and enforceability
of the obligations of the Issuer under the Bond Documents, parity status of the Bond, and
that interest payable on the Bond is exempt from federal and State of Florida income
taxation.
Financial Covenants: The Purchaser would require the following financial covenants, as further defined in the
Bond Documents and consistent with the Resolution:
Rate Maintenance Covenant; Net Revenues, System Development and Special Assessment
proceeds in each Fiscal year at least equal to 1.25x Annual Debt Service; and Net Revenues
in each Fiscal Year must also be sufficient to pay at least 100%of Annual Debt Service on
all Outstanding Bonds.
Additional Bonds Test of Net Revenues; Special Assessment Proceeds and system
Development Fees of at least 1.25x for parity obligations (MADS basis) and Net Revenues
equal to at least 1.00x(MADS basis)
Reporting Covenants: The Issuer would provide the following items in an electronic format acceptable to the
Purchaser:
1. Receipt of CAFR within 180 days of the fiscal year end.
2. Additional information as reasonably requested by the Bank.
Tax Gross-Up: In the event that the Bond subsequently lose its tax exemption as a result of violations of the
tax covenants,the Purchaser would require an adjustment to the Interest Rates payable on the
Bond to account for such loss of tax exemption.
J.P..Morgan 3
Confidential
Change in Tax Rate: In the event of a change in the Corporate Tax Rate(as hereinafter defined)during any period
where interest is accruing on a tax-exempt basis causes a reduction in the tax equivalent yield
on the Bond, the interest payable on the Bond would be increased to compensate for such
change in the effective yield to a rate calculated by multiplying the bond interest rate by the
ratio equal to(1 minus A)divided by(1 minus B),where A equals the Corporate Tax Rate in
effect as of the date of the corporate tax rate adjustment as announced by the IRS and B
equals the Corporate Tax Rate in effect on the date of the original issuance of the Bond. The
Corporate Tax Rate would mean the highest marginal statutory rate of federal income tax
imposed on corporations and applicable to the Bank(expressed as a decimal).
Sale/Assignment: The Issuer would agree that the Purchaser may without limitation(i)at any time sell,assign,
pledge or transfer all or a portion of the Bond, or one or more interests in all or any part of
the Purchaser's rights and obligations under the Facility to one or more assignees and/or
participants which may include affiliates of the Bank; and (ii) at the Purchaser's option,
disclose information and share fees with such assignees and/or participants.
Waiver of Jury Trial: The Issuer and the Purchaser would waive,to the fullest extent permitted by applicable law,
any right to have a jury participate in resolving any dispute in any way related to this Term.
Sheet,any related documentation or the transactions contemplated hereby or thereby.
Governing Law: All aspects of the Facility being discussed including this Term Sheet and any Bond
Documents would be governed by the laws of the State of Florida.
SECTION IV OTHER BANK REQUIREMENTS
Municipal Advisor
Disclosure: The Issuer acknowledges and agrees that(i)the transaction contemplated herein is an arm's
length commercial transaction between the Issuer and the Bank and its affiliates, (ii) in
connection with such transaction, the Bank and its affiliates are acting solely as a principal
and not as an advisor including, without limitation, a"Municipal Advisor" as such term is
defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the
related final rules(the"Municipal Advisor Rules"),agent or a fiduciary of the Issuer,(iii)the
Bank and its affiliates are relying on the Bank exemption in the Municipal Advisor Rules,
(iv) the Bank and its affiliates have not provided any advice or assumed any advisory or
fiduciary responsibility in favor of the Issuer with respect to the transaction contemplated
hereby and the discussions, undertakings and procedures leading thereto(whether or not the
Bank, or any affiliate of the Bank, has provided other services or advised, or is currently
providing other services or advising the Issuer on other matters), (v) the Bank and its
affiliates have financial and other interests that differ from those of the Issuer, and (vi) the
Issuer has consulted with its own financial, legal, accounting, tax and other advisors, as
applicable,to the extent it deemed appropriate.
Expenses: The Issuer would pay or reimburse the Purchaser for all its out-of-pocket costs and expenses
and reasonable attorneys' fees where not prohibited by applicable law and incurred in
connection with (i) the development, preparation and execution of the Bond, and (ii) in
connection with the enforcement or preservation of any rights under any agreement, any
amendment,supplement,or modification thereto,and any other loan documents both before
and after judgment.
J P Morgan 4
Confidential
Legal Counsel: The Bank would engage Locke Lord LLP as the Purchaser's legal counsel. Mark-David
Adams would be acting in the capacity of attorney representing the Purchaser.
Legal fees are estimated at$5,500
Locke Lord LLP
535 Okeechobee Blvd.Suite 1600
West Palm Beach,FL 33401
(561)820-0281
Information Sharing: The Issuer would agree that the Purchaser may provide any information or knowledge the
Purchaser may have about the Issuer or about any matter relating to the Facility described in
this Term Sheet to JPMorgan Chase & Co., or any of its subsidiaries or affiliates or their
successors, or to any one or more purchasers or potential purchasers of the Bond, or
participants or assignees of the Bond or the Facility described in this letter.
Website Disclosure: As a best practice to maintain transparency, final bond documentation may be posted by the
Issuer on a national public bond market repository provided that certain information be
redacted by the Issuer as directed by the Bank. Items that should be redacted include pricing,
financial ratio covenants, signatures/names, account numbers, wire transfer and payment
instructions and any other data that could be construed as sensitive information.
Confidentiality: This Term Sheet is for the Issuer's confidential review and may not be disclosed by it to any
other person other than its employees, attorneys, board members and financial advisors (but
not other commercial lenders), and then only in connection with the transactions being
discussed and on a confidential basis, except where disclosure is required by law, or where
the Purchaser consents to the proposed disclosure.
Bank Credit Decision: Satisfactory final due diligence, in the Purchaser's sole discretion, would be required
consisting of, but may not be limited to, full review of requested financial statements and
financing documents and discussions with management and other background due diligence
of the Issuer and its management. Should the Issuer request financing substantially on the
terms and conditions described in this Term Sheet,the Purchaser's credit decision would be
made promptly after receipt of such request and completion of due diligence.
J P.Morgan
5
SUNTRUST"
"
Joshua A.McCoy
STI Institutional&Government,Inc. Market President
1777 Main Street, 6th Floor Tel: 941-951-3005
Sarasota,Florida 34236 Joshua.A.Mccoy@SunTrust.com
August 28,2015
RE:Water and-Sewer Revenue Bond Refunding
Dear Collier County,
STI Institutional &Government, Inc., ("STING") is pleased to present a Bank Loan Rate Quote to Collier
County (the "County") for the refunding of the Water and Sewer Revenue Bonds in the amount up to
$18,000,000. STI Institutional&Government,Inc.sincerely appreciates this opportunity with the County to
provide financing to refund a portion of the Water and Sewer Revenue Bonds,Series 2006 and welcomes
any questions you may have with regard to this proposal.
Borrower: Collier County, Florida
Lender: STI Institutional&Government,Inc.
Facility Type: Non-Bank Qualified Loan in the form of a tax-exempt loan(the"NBQ Bond")
Amount: Up to$18,000,000
Terms: Interest shall be payable semi-annually on a 30/360-day count basis due
January 1 and July 1,beginning January 1,2016. Principal shall be payable
annually on July 1 of each year beginning July 1 2017, based upon the
principal scheduled provided in the RFQ.
Interest Rate Options: 2.22%fixed rate as of the date of this proposal.
After-Tax Yield
Maintenance: 1)The interest rates quoted herein assumes a marginal maximum federal
rate of 35%. In the event of a decrease in the marginal maximum corporate
tax rate, the Lender shall have the option to adjust the interest rate
upwards,to a capped rate of 2.57%,in order to maintain the same after tax
yield for the Lender. Or for the above mentioned Interest Rate Options,the
Lender will waive the right to adjust the loan rate due to any changes in the
marginal maximum corporate tax rate for an additional cost of 18 basis
points.
2)The interest rate on the Note is determined to approximate a particular
percentage yield to Lender based in part (among other reasons) upon
Federal tax laws and regulations currently in effect and assumes that
interest on the Note will be fully exempt from Federal income taxes. It is
the Lender's policy to include language in the loan documents that will
assure maintenance of such yield.
Interest Rate Lock Option: For the above mentioned rates,a rate lock is available from the date of this
letter for thirty i.) (30)days at an additional cost of 4 basis points or ii.)for
sixty(60) days at an additional cost of 8 basis points.
Prepayment
Alternatives:
Option 1 - Standard Make Whole Provision: The Lender will allow
prepayment on any Business Day with a two day notice,however,a fee to
make the Lender whole will be applied as defined in the Lenders standard
language. Any partial prepayments will be applied in inverse order of
maturity or amortization installment. This option will result in no
additional basis points added to the stated rates in the "Interest Rate
Options"section above.
Option 2-No Prepayment Penalty:The Lender will allow prepayment in
whole or in part on any Business Day without any penalty after 36 months
at an additional cost of 17 basis points to the stated rates in the"Interest
Rate Options"section above. Any partial prepayments will be applied
in inverse order of maturity or amortization installment.
Legal Fees: Our proposed counsel is Michael Wiener and Ed Vogel at Holland&Knight
LLP,Lakeland Florida. Fees for our counsel will be$7,500.00 if our counsel
reviews documentation prepared by the counsel to the Borrower.
Municipal Advisor Rule STI Institutional&Government,Inc.("Lender") is an institutional
Disclosure: buyer and makes direct purchase loans to Municipal Entities and
Obligated Persons as defined under the Municipal Advisor Regulation,
and in this term sheet is providing information regarding the terms
under which it would make such a purchase for its own account.
a) Lender is not recommending an action to the Borrower,the
Guarantors or the issuer of the debt;
b) Lender is not acting as an advisor to the Borrower,the
Guarantors or the issuer of the debt and does not owe a
fiduciary duty pursuant to Section 15B of the Exchange Act to
2
the Borrower,the Guarantors or the issuer of the debt with
respect to the information and material contained in this
communication;
c) Lender is acting for its own interests;and
d) The Borrower,the Guarantors and the issuer of the debt
should discuss any information and material contained in this
communication with any and all internal or external advisors
and experts that the municipal entity or obligated person
deems appropriate before acting on this information or
material.
This Letter is an expression of interest by STING in the proposed Facility and should not be construed to be,
expressly or by implication,a commitment,an offer,an agreement in principle or an agreement by STING to
provide the proposed Facility.After STING has conducted further due diligence,we may decide to modify
the proposed terms and conditions,or we may decide not to provide the proposed Facility.
Yours sincerely,
Joshua A.McCoy
Relationship Manager
3
Mibankt
U.S.BANK NATIONAL ASSOCIATION
TERM SHEET FOR UP TO$18.0 MNI DIRLCI PURCHASE OF TAX EXEMPT FIXED RATE BONDS
ISSUED BY COLLIER COUNTY FLORIDA(SOLICI EA I ION 14 15-6511)
Collier County Water— Sewer Revenue Bonds, Series 2006
SUMMARY OF PRELIMINARY LOAN TERMS AND CONDITIONS
Date: August 31,2015
TRANSACTION:
ISSUER: Collier County Water-Sewer District(the "Issuer")
IssuE: The outstanding Water and Sewer Revenue Bonds, Series 2006(the
"Bonds")
SECURITY: The Bonds are secured by a pledge of and lien upon(1)the Net Revenues
of the District's Water and Sewer System, and (2) certain charges
imposed by the District on Persons as further defined in the Resolution.
TAX TREATMENT: Interest on the Bonds shall be excludable from gross income for federal
income tax purposes. The Issuer shall take all steps necessary to maintain
such tax exempt status. The Bank shall be provided an opinion of tax
counsel satisfactory to the Bank which concludes that interest on the
Bonds is excludable from gross income for federal income tax purposes.
TRANSACTION The Bonds will be purchased by the Bank in accordance with and subject
DOCUMENTATION: to the provisions of a Continuing Covenant Agreement (the "Continuing
Covenant Agreement") between the Bank and the Issuer containing
standard conditions precedent to purchase and closing, representations
and warranties, covenants, events of default and remedies customarily
used in facilities of this type. The Bonds, the Bond Indenture, and the
Continuing Covenant Agreement are herein collectively referred to as the
"Transaction Documents."
The Direct Purchase Loan documents must meet U.S. Bank's criteria for
such direct purchase loans. The loan documents will need to include the
following requirements, among others:
„„...,.... .
1 t s bank.
1). U.S.Bank will be purchasing the 2006 Bonds directly from the issuer.
2). U.S.Bank will need to hold the 2006 Bonds in physical form.
3). There will be no Cusip, Credit Ratings, or DTC registration for the
2006 Bonds.U.S Bank will have the right to participate this Loan without
Issuer consent.
4). A Continuing Covenants Agreement will be executed between the
Issuer and U.S. Bank that will include, among others, noimal and
customary reimbursement terms and conditions, including a default rate,
increased loan rate if the Bonds are declared taxable, on-going financial
reporting and certain notices such as litigation to U.S. Bank, inspection
rights, and that a breach of certain rating thresholds will result in an Event
of Default.
PURCHASER/BANK: U.S.Bank National Association or any subsidiary or affiliate of the Bank
(the "Bank").
PAR AMOUNT: Not to exceed$18,000,000
INTEREST RATES AND OTHER KEY PROVISIONS:
INTEREST RATE The Bond Indenture shall include a Fixed Rate Mode, the terms of which
MODE: are described below. All other standard interest rate modes may be
contained in the Bond Indenture.
BANK COST OF FUNDS The term "Bank Cost of Funds” means the rate at which the Bank would
RATE: be able to borrow funds of comparable amounts in the Money Markets (as
defined below) for a period commencing on the closing date to and
including the maturity date (as defined below), adjusted for any reserve
requirement and any subsequent costs arising from a change in
governmental regulation; such rate rounded up to the nearest one-eighth.
percent; and the term "Money Markets" refers to one or more wholesale
funding markets available to and selected by the Bank, including
negotiable certificates of deposit, commercial paper, Eurodollar deposits,
bank notes, federal funds,interest rate swaps or others.
2
n
•
ALL-IN
FIXED RATE : The Fixed Rate shown below is good for one (1) month and will be held
until September 30,2015.
Term Indicative Fixed Rate
Not to Exceed 8 Years 2.03%
Rating Threshold: Ifone or more of the ratings on Parity Debt are withdrawn or suspended,
or any such rating shall fall below A3/A-/A-, or upon the occurrence of
any other event of default under the Continuing Covenant Agreement, the
Bonds shall bear interest at the Default Rate.
In the event of a split rating,the rating shall be based on the lowest rating
of either Rating Agency. References above are to rating categories as
presently determined by the rating agencies, and in the event of the
adoption of any new or changed rating system or"global" rating scale by
any such rating agency, the ratings categories shall be adjusted
accordingly to the new rating which most closely approximates the ratings
currently in effect.
COMPUTATION BASIS: Fixed Rate - Computations of interest shall be calculated on a 30/360 day
basis.
EVENT OF In the event a determination of taxability shall occur, in addition to the
amounts required to be paid with respect to the Bonds under the
TAXABILITY: Transaction Documents, the Issuer shall be obligated to pay to the Bank
an amount equal to the positive difference, if any, between the amount of
interest that would have been paid during the period of taxability if the
Bonds had borne interest at the Taxable Rate (i.e., the product of the
Fixed Rate and 1.44) and the interest actually paid to the Bank as the
owner of the Bonds.
NO PREPAYMENT: The Bonds shall not be prepaid at any time. If the County would like the
ability to prepay these 2006 Bonds at any time, an additional 22 basis
points will be added to the Fixed Rate.
3
s a k
OTHER FEES AND EXPENSES:
(A) BANK COUNSEL: Nixon Peabody LLP, New York, NY. Bank Counsel estimates its fees
and disbursements at$30,000 and will agree to a cap of$35,000.
(B)ADMINISTRATIVE The Issuer shall pay to the Bank an amendment fee for each amendment
FEES: of a Transaction Document or in connection with any waiver or consent of
the Bank with respect to any amendment to any of the Transaction
Documents in a minimum amount of $2,500 plus reasonable attorney's
fees and expenses.
PAYMENT OF FEES AND EXPENSES:
(A) TIMING/ All fees are non-refundable. Bank Counsel's fees and expenses and
COMPUTATION OF Bank's Out-of-Pocket Expenses and Up-Front Fees, if any, are payable at
PAYMENTS: closing in immediately available funds. Additionally, Bank Counsel's
fees and expenses and Bank's Out-of-Pocket Expenses shall be paid by
the Issuer regardless of whether the transaction is closed. Any
termination or reduction fee is payable on the date of such termination or
reduction, as applicable.
(B) FEES AND All fees and expenses, including those of Bank Counsel, are subject to
EXPENSES VALID increase if the transaction is not closed within 60 days from the date the
FOR 60 DAYS: Bank receives the mandate from the Issuer. In addition, the fees and
expenses payable to Bank Counsel may be increased if the security and/or
structure of the transaction changes materially once documentation has
commenced.
INTEREST RATES:
(B) DEFAULT RATE: Base Rate plus 4.0%. U.S.Bank's Base Rate is defined as the higher of
U.S.Bank's Prime rate plus 1%,the Fed Funds plus 1.5%or 7.0%
(C) CLAWBACK The Continuing Covenant Agreement will include customary interest rate
AMOUNTS: recapture ("clawback ") language allowing the Bank to recover interest in
excess of any maximum interest rate imposed by law.
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(D) INTEREST RATE Interest payments on the outstanding principal balance of the Term Loan
CALCULATION will be calculated on a 30/360 basis, and will be paid semi-annually on
PROVISIONS: January 1 and July 1, of each year, beginning January 1, 2016. The
principal amount of the Term Loan will be payable annually on July 1 of
each year, beginning July 1, 2017, through the final maturity of the Term
Loan.
(E) OPTIONAL The Bonds are subject to optional redemption or conversion as and to the
REDEMPTION/ extent the Bond Indenture provides for same, and subject to the
CONVERSION: prepayment premium noted above.
INCREASED COSTS AND CAPITAL ADEQUACY;,TAXES:
Standard increased costs, capital adequacy and tax provisions will be
provided for in final documentation, including Dodd-Frank and Basel III
provisions.
DOCUMENTATION:
Documentation will include the Continuing Covenant Agreement
prepared by Bank Counsel. The Continuing Covenant Agreement will
include, but not be limited to, the terms and conditions outlined herein as
well as provisions that are customary and standard with respect to
conditions precedent,representations and warranties, covenants, events of
default and remedies.
CONDITIONS PRECEDENT TO CLOSING:
The Continuing Covenant Agreement shall include conditions precedent
customary for transactions of this nature, including, without limitation,the
following:
(i) all requisite approvals and incumbency certificates of officers of the
Issuer executing any of the Transaction Documents;
(ii) delivery of all required legal opinions including opinions of Bond
Counsel and Issuer's Counsel addressed to the Bank and in form and
substance satisfactory to the Bank and its counsel;
(iii) delivery of executed or certified copies, as applicable, of all
Transaction.Documents(including the Bond);
(iv) delivery of audited financial statements, any unaudited financial
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statements since the most recent audited financial statements,
investment policy and swap policy;
(v) delivery of evidence of ratings from each rating agency providing a
long-term Water-Sewer District debt rating with respect to the Issuer
of at least Aa2/AA+;
(vi) delivery of a certificate evidencing that (a) no Default or Event of
Default shall have occurred, (b) all representations, warranties, and
covenants shall be true and correct and (c) no material adverse
change has occurred with respect to the Issuer since the date of the
most recent audited financial statements delivered to the Bank;and
(vii) payment of all closing fees and expenses.
Additional conditions:
The Bonds shall not be rated by any rating agency, shall not be initially
registered with DTC, shall not be assigned a CUSIP number and shall not
be marketed during any period in which the Bond is held by the Bank
pursuant to any official statement, offering memorandum or any other
disclosure documentation.
REPRESENTATIONS AND WARRANTIES:
Standard for facilities of this type, including but not limited to, the
following: due authorization and organization; validity and enforceability
of Transaction Documents; accuracy of financial statements; status of
debt payable from a pledge of the trust estate created pursuant to the Bond
Indenture; compliance with laws; accuracy of disclosure and other
financial information; no litigation; no default; no usury restrictions; no
margin stock; no proposed legal changes; environmental matters; status of
trustee; no immunity; tax-exempt status of Bonds; absence of material
adverse change, absence of material litigation, absence of default or
potential default; continued accuracy of representations; and incorporation
of representations and warranties from Transaction Documents.
COVENANTS:
The Continuing Covenant Agreement shall contain standard covenants for
facilities of this type, including but not limited to, the following:
performance of obligations under the Transaction Documents;
maintenance of existence; further assurances; books and records;
reporting requirements; compliance with laws; restrictions on additional
debt as set forth by the Bond Indenture; subordination of swap
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termination fees as set forth by the Bond Indenture;restrictions on liens as
set forth by the Bond Indenture; restrictions on amendments to
Transaction Documents; incorporation .of covenants from Transaction
Documents; ERISA/Pension Plan compliance; most favored nations;
waiver of sovereign immunity; inspection and field audit; maintenance of
tax-exempt status of Bonds; notice requirements; maintenance of at least
two long-term unenhanced debt ratings assigned to Issuuer; and restrictions
on substitute trustee. U.S. Bank will incorporate by reference the
covenants and representations and warranties contained in the County's
Water-Sewer Resolution governing these 2006 bonds.
EVENTS OF DEFAULT:
Standard for facilities of this type including, but not limited to, the
following: payment default; breach of representations and warranties;
covenant default; cross-default to Parity Debt; cross-default to events of
default under any Transaction Document other than the Continuing
Covenant Agreement; bankruptcy, insolvency or debt moratorium;
judgment default; invalidity or contest of obligations; and ratings
downgrade below A3/A-/A-.
REMEDIES
Subject to the limitations of the Bond Indenture and the rating agencies,
the Bank may direct the Trustee to accelerate or cause a mandatory tender
of the 2006 Bonds and the Bank may declare any and all amounts
outstanding under the Continuing Covenant Agreement immediately due
and payable; exercise any other rights and remedies available at law or in
equity; or direct the Trustee to take such action provided for in the
Transaction Documents. Interest shall accrue daily at the Default Rate on
all amounts outstanding under the Continuing Covenant Agreement and
shall be payable on demand.
CHOICE OF LAW/JURY TRIAL/VENUE:
(A) GOVERNING LAW: The Continuing Covenant Agreement and any other documents to which
the Bank shall become a party, will be governed by the laws of the State
of New York;provided that the duties and obligations of the Issuer under
the Continuing Covenant Agreement and the other Transaction
Documents will be governed by the laws of the State of Florida.
(a) JURY TRIAL: The Issuer and the Bank agree to waive a jury trial in any proceeding
including the Bank.
(C)VENUE: The parties to the Continuing Covenant Agreement shall agree to the non-
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exclusive jurisdiction of the federal courts of the State of New York.
INDEMNIFICATION: Customary indemnification in all cases except where the Bank are proven
to have been guilty of gross negligence or willful misconduct. The Issuer
shall provide a waiver of Sovereign Immunity defense.
TRANSFERS: While the Bank is purchasing the Bonds for its own account without a
present interest to transfer them, the Bank reserves the right in its sole
discretion to assign, sell, pledge or participate interests in the Bonds
without the consent of the Issuer.
ADDITIONAL TERMS: The terms and conditions contained in this proposal are not intended to be
comprehensive. The definitive Transaction Documents may include
additional terms and conditions required by the Bank, subject to mutual
agreement of the parties,which are not included herein.
CREDIT APPROVAL: Any commitment to purchase the 2006 Bonds (including the terms and
conditions proposed herein) or to extend credit is subject to all of the
Bank's internal approvals and due diligence procedures. In obtaining
credit approval, the Bank reserves the right to modify and/or supplement
any of the terms and conditions stated herein. To this end,this term sheet
is an expression of interest only, and it is not a contract, commitment nor
intent to be bound. The Bank does not intend that this term sheet create
any legal rights or obligations, implicit or explicit, in favor of or against
the other party. Also, no oral discussions and/or written agreements shall
be in place of or supersede written agreements executed by the Issuer and
accepted by the Bank.
U.S. Bank has already obtained the first of two credit approvals. Final
credit approval to provide this loan and enter into the Continuing
Covenants Agreement would be expected with 8-10 business days of
selection by the County under this RFP.
No ADVISORY OR The Issuer acknowledges and agrees that: (i) the Bank has not assumed
FIDUCIARY ROLE: any advisory or fiduciary responsibility to the Issuer with respect to the
transaction contemplated hereby and the discussions, undertakings and
procedures leading thereto (irrespective of whether the Bank or any of its
affiliates has provided other services or is currently providing other
services to the Issuer on other matters); (ii)the only obligations the Bank
has to the Issuer with respect to the transaction contemplated hereby are.
expressly set forth in this term sheet; and (iii) the Issuer has consulted its
own legal, accounting, tax, fmancial and other advisors, as applicable, to
the extent it has deemed appropriate.
PROPOSAL Unless otherwise extended by the Bank, this proposal shall expire at 5:00
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