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01/31/2017 Finance Committee Meeting Packet
Finance Committee Agenda January 31, 2017 County Manager's Front Conference Room 10:00 a.m. 1. Call to order 2. Approval of Agenda (meeting noticed on January 23, 2017) 3. Approval of Minutes from October 28, 2016 Meeting 4. Request for Quote in the matter of restructuring the outstanding Bayshore Gateway Triangle CRA Loan—The Series 2017 Note. 5. Funding the Deep Injection Well at the Collier County Landfill. 6. Other Business 7. Public Comment 8. Adjourn—Next Meeting—TBD II Collier County Government Communication & Customer Relations 3299 Tamiami Trail East, Suite 102 colliergov.net Naples, FL 34112-5746 twitter.com/CollierPIO facebook.com/CollierGov youtube.com/CollierGov January 23, 2017 FOR IMMEDIATE RELEASE NOTICE OF PUBLIC MEETING COLLIER COUNTY FINANCE COMMITTEE COLLIER COUNTY, FLORIDA TUESDAY,JANUARY 31, 2017 10:00 A.M. Notice is hereby given that the Collier County Finance Committee will meet Tuesday, January 31, at 10:00 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 October 28, 2016, 10:00 A.M. In attendance: Mark Isackson, Corporate Financial Operations CMO; Crystal Kinzel, Clerk of Courts Finance Director; Derek Johnssen, Clerk of Courts Assistant Finance Director; Joe Bellone, Director of Operations Support-Public Utilities; Gene Shue-Growth Management Operations Support Director;Jeff Klatzkow, County Attorney; Jim Gibson; Amia Curry- Manager of Financial and Operations Support. Present by phone: Nicklas Rocca and Sergio Masvidal from the PFM Group 1. Call to Order: Mark Isackson called the meeting to order at 10:00 a.m. 2. Approval of Agenda: Meeting noticed October 21, 2016. Motion to approve agenda. Joe Bellone seconded. Unanimously approved. 3. Approval of Minutes from March 23, 2016 meeting: One change requested to correct spelling of "procedes" to "proceeds" under #4 General Discussion on Water & Sewer Refunding Revenue Bonds, Series 2016. Motion to approve minutes with one change requested. Unanimously approved. 4. General Discussion and recommendation on Water & Sewer Refunding Revenue Bonds, Series 2016: Member of the Finance Committee discussed PFM's October 24, 2016 Plan of Finance and Recommendations (attached) regarding the Series 2016 Bank Note—Refinancing State Revolving Fund Loans. After discussion,there was a motion by Mark Isackson,seconded by Crystal Kinzel to recommend that the Board of County Commissioners take favorable action approving Florida Community Bank as the qualified financial institution to provide a fixed interest rate, tax exempt term loan providing for the funding of the outstanding State Revolving Fund Loans at a lower interest rate. Unanimously approved. 5. Other Business: The group discussed plans to restructure the current Bayshore CRA Bank Loan with the objective of soliciting quotes for interested financial institutions seeking more favorable interest, coverage and reserve terms in advance of the note bullet maturity in June 2018. Mark Isackson, Derek Johnssen and Ed Finn will work with PFM to finalize and distribute a RFQ document. 6. Public Comment: None 8. Adjourn: Meeting adjourned at 10:27 a.m. Motioned by Mark Isackson and seconded by Joe Bellone. Unanimously approved. Next meeting TBD. FINAL COLLIER COUNTY FINANCE COMMITTEE MEETING MINUTES October 28, 2016, 10:00 A.M. In attendance: Mark Isackson, Corporate Financial Operations CMO; Crystal Kinzel, Clerk of Courts Finance Director; Derek Johnssen, Clerk of Courts Assistant Finance Director; Joe Bellone, Director of Operations Support-Public Utilities; Gene Shue-Growth Management Operations Support Director;Jeff Klatzkow, County Attorney;Jim Gibson; Amia Curry- Manager of Financial and Operations Support. Present by phone: Nicklas Rocca and Sergio Masvidal from the PFM Group 1. Call to Order: Mark Isackson called the meeting to order at 10:00 a.m. 2. Approval of Agenda: Meeting noticed October 21, 2016. Motion to approve agenda. Joe Bellone seconded. Unanimously approved. 3. Approval of Minutes from March 23, 2016 meeting: One change requested to correct spelling of "procedes" to "proceeds" under #4 General Discussion on Water & Sewer Refunding Revenue Bonds, Series 2016. Motion to approve minutes with one change requested. Unanimously approved. 4. General Discussion and recommendation on Water & Sewer Refunding Revenue Bonds, Series 2016: Members of the Finance Committee discussed PFM's October 24, 2016 Plan of Finance and Recommendations (attached) regarding the Series 2016 Bank Note—Refinancing State Revolving Fund Loans. After discussion,there was a motion by Mark Isackson,seconded by Crystal Kinzel to recommend that the Board of County Commissioners take favorable action approving Florida Community Bank as the qualified financial institution to provide a fixed interest rate, tax exempt term loan providing for the refunding of the outstanding State Revolving Fund Loans at a lower interest rate. Unanimously approved. 5. Other Business: The group discussed plans to restructure the current Bayshore CRA Bank Loan with the objective of soliciting quotes for interested financial institutions seeking more favorable interest, coverage and reserve terms in advance of the notes bullet maturity in June 2018. Mark Isackson, Derek Johnssen and Ed Finn will work with PFM to finalize and distribute a RFQ document. 6. Public Comment: None 8. Adjourn: Meeting adjourned at 10:27 a.m. Motioned by Mark Isackson and seconded by Joe Bellone. Unanimously approved. Next meeting TBD. 255 Alhambra Circle 305 448-6992 Suite 404 305 448-7131 fax Coral Gables,FL www.pfm.com The PFM Group Financial&Investment Advisors 33134 January 27,2017 Memorandum To: Collier County, (Florida)Community Redevelopment Agency From: Public Financial Management, Inc. PFM Financial Advisors LLC Re: Plan of Finance—Taxable Note, Series 2017 The purpose of this memorandum is to provide the basis for the recommended plan of finance for Collier County, (Florida) Community Redevelopment Agency (the "Agency" or "CRA") and to summarize the proposals received for the Agency's Request for Quotes for the Taxable Note, Series 2017 (the"2017 Note"). PFM, working alongside County and Agency officials, continually evaluates the existing debt portfolio for opportunities to reduce debt service costs, remove onerous provisions, or otherwise create benefit to the County. One such opportunity was refinancing the Agency's outstanding Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2013 (the "2013 Note"). The total outstanding amount of the 2013 Note as of the anticipated closing date (March 2, 2017) will be approximately $5.2 million. The existing 2013 Note was structured with monthly principal payments of $41,988 through May 1, 2018 and a final principal payment of $4,623,973 on June 1, 2018. The 2013 Note was issued structured with a large final principal payment that was planned to be refinanced and rolled out to a later date before its maturity. PFM, along with the Agency, analyzed different financing structures to achieve the goal of refinancing the 2013 Note to (a) extend the final maturity, (b) change the financing from variable rate to fixed rate, and (c) create a level debt service structure. In order to access the capital markets the County and Agency determined that a Bank Note, as opposed to a public bond offering, would serve to implement the plan of finance in the most effective manner. This determination is based on: the desire to expedite the refinancing in order to capture current market conditions as well as lock the rate as soon as possible; minimize the administrative requirements compared to a public offering; and reduce the costs of issuance compared to a public offering. PFM worked with the County to draft the Request for Quote ("RFQ") for the 2017 Note prior to its release. PFM then emailed the RFQ to a broad pool of financing entities that we know to be active in the municipal space. The size of the loan (up to approximately $5.5 million) and average life (approximately 5.3 years) are generally consistent with parameters typically seen in bank notes, and such parameters would attract interest from the bank lending community and yield the Agency with a favorable result. It should also be noted that while the Agency preferred a fixed rate structure, proposers were permitted to provide a variable rate option as well. On January 19`h, seven (7) quotes were submitted by various banking institutions. A summary of the proposing firms, along with the key points from each proposal is included as an attachment to this memorandum. After review of the bank offers and discussion among the County's finance team, the proposal from TD Bank, N.A. was considered the most attractive. Based on the 3.56% rate and a final maturity of 2027, the Agency is estimated to achieve an All-In True Interest Cost of 3.75%. Importantly, please note that the TD Bank, N.A. rate is locked through the anticipated closing date of the transaction (expected March 2nd). As requested in the RFQ, TD Bank, N.A. provided the Agency the option to pre-pay the 2017 Note without penalty at any time, allowing maximum flexibility if an early prepayment is desired. Finally, the County's legal team has reviewed the terms in the TD Bank, N.A. proposal and, after clarifying a couple minor items, is satisfied that they are consistent with the existing terms and covenants in the County's prior bond resolution. Please feel free to contact us should you have any questions or comments prior to the Commission meeting to approve the transaction. r v v. L . o, N N c 5 v "` t•-u0 y N N 0 a r 73 a gt E F., a Y uJ a a 0 Y S u f 3r - o tp • OA ay -N k1 n'7lz Q pa N ',' ,°,1 yd Oa .0 V 0 - z Ny y.r- p .��`. O. yi §4 ty Qv Lzi y P E .^ ;3 GK c 2•[g O. 1 z S + ' �3'O CL r p wt .' . > 6 O • 'n E 2 'E- 6 N C u. Q0 'LOA g� v MA c -� _� .. E " v 4 5 e ,;4 Iliu .Pv o. vWS O o Z> 'O[E 02 3g ,°,. -oma v = ,, 'O Oo 0 yZ v- -s ' 3 g m_ `' 30 .H NN L zi3v tu O0 N yu u ` 'g.v,a E ,G -5 a. NO Fm 0-4 y o V t 9 o � AuC O HN j\ OS° „ry O0m � \V %':',!. ^bEo am, • d �c oo 0 c $ am 4 0 8 4c — ppeN o c , w • + 8,ofy o 5. .UU P a 'F.!c Z LacL� d� oEg' E . 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'�7 .i c.E ,a o c r.� E . 7 a E a ? o ..,'c .h a .. c Q U , 5 X 3z O E as..'-E 9 `o ha o r g s a A c N E Q w 0. ou n 2- c p 7 C .� L € t L p O 4` � ` '0 3+ --- g u 1, il R C 01 n CI 0. V a . EUv ew V aG v A 0. q '0 4 " a.. V o E. 04 a r N a E. u S L C vRcc 9 E N LOOr" O nW .°. ayd0 . Ka 5 c. a.E v 5 am N + o E ,o ` W+ + 4a _ 5 c yB a c ` 'c c . c`a'' ' El my9 �; o 5 _ ° o cm - 4. H ....161icA M D �" oa ova u oo ctw3 °,nVI. ycv v .. au Ob C C fG u 0 ..5.c b KF., E a O9N F L 0 i& 'lb' C . 9 - « « 0_N.u i. ry vcon..L .� 5 °u v .a.--F`«A ua u 7 s 7 ,S yQ0 Iv U 'EAo> v I « .,rq,1a -SCra.gtiv o a r 0. 0. « 04 -0-g0 L R O .: 'O E m° ° 8 os, o E.aE. ca rc9N3 ''aj ",,,s,-o I 0 '8�k a+ a 2 vs 7ti OW. N la E v H € » dog a•o a En J E u k M OF.› ° i' 72- 4g•D N 9 n v .h ZaLaSO60.a O O O' 3'-r Gp5 a0"a r EOc ,.9'NO na v R 7 a 5 .5c o w E°- `R g v q ,aa X50 os 6o NO O to -e Pa L a a a - v£ p a c a o e c .n ';maq. + N C N .C,9 O �. .. r ¢...1 E. N ..5,, E — Z ca oa coT� 6 0 0 o ; a$ Po 4:'cec 0 C7 6o s N v a �F ° �c 15 L ' va O Av.Q� S O c rG 1 rz° .�°.. O o .a c. •,:, S c�1.� 5' ZS A v a O n eu o v v •S N O O c ° "a g �' g'E V, .L °`a °Aa c n a 5 S v) a ° g x` tv us uq N u e G v ET q m c o4 04 0. V v pI 0° U° "• A e ` ai3 g 'EP. F V An aOa w V V F pfm SOURCES AND USES OF FUNDS Bayshore/Gateway Triangle CRA Taxable Note,Series 2017 PRELIMINARY NUMBERS Dated Date 03/02/2017 Delivery Date 03/02/2017 Sources: Bond Proceeds: Par Amount 5,251,879.00 Other Sources of Funds: Cash Contribution from CRA 312,561.11 5,564,440.11 Uses: Refunding Escrow Deposits: Cash Deposit 5,212,378.30 Other Fund Deposits: Debt Service Reserve Fund 312,561.11 Delivery Date Expenses: Cost of Issuance 39,500.70 5,564,440.11 Note: *Preliminary Numbers for discussion purposes only. Jan 27,2017 5:30 pm Prepared by Public Financial Management,Inc. Page 1 • • pfm BOND SUMMARY STATISTICS Bayshore/Gateway Triangle CRA Taxable Note,Series 2017 PRELIMINARY NUMBERS Dated Date 03/02/2017 Delivery Date 03/02/2017 First Coupon 04/01/2017 Last Maturity 03/01/2027 Arbitrage Yield 3.586511% • True Interest Cost(TIC) 3.586511% Net Interest Cost(NIC) 3.560000% All-In TIC 3.748768% Average Coupon 3.560000% Average Life(years) 5.336 Duration of Issue(years) 4.745 Par Amount 5,251,879.00 Bond Proceeds 5,251,879.00 Total Interest 997,596.86 Net Interest 997,596.86 Total Debt Service 6,249,475.86 Maximum Annual Debt Service 625,122.21 Average Annual Debt Service 625,121.23 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 5,251,879.00 100.000 3.560% 5.336 2,457.27 5,251,879.00 5.336 2,457.27 All-In Arbitrage TIC TIC Yield Par Value 5,251,879.00 5,251,879.00 5,251,879.00 +Accrued Interest +Premium(Discount) -Underwriter's Discount -Cost of Issuance Expense -39,500.70 -Other Amounts Target Value 5,251,879.00 5,212,378.30 5,251,879.00 Target Date 03/02/2017 03/02/2017 03/02/2017 Yield 3.586511% 3.748768% 3.586511% Note: *Preliminary Numbers for discussion purposes only. Jan 27,2017 5:30 pm Prepared by Public.Financial Management,Inc. Page 2 0 pfm SUMMARY OF BONDS REFUNDED Bayshore/Gateway Triangle CRA Taxable Note,Series 2017 PRELIMINARY NUMBERS Maturity Interest Par Call Call Bond Date Rate Amount Date Price Bayshore/Gateway Community Redevelopment Agency Taxable Note,Series 2013: VAR 04/01/2017 3.960% 41,988.00 03/02/2017 100.000 05/01/2017 3.960% 41,988.00 03/02/2017 100.000 06/01/2017 3.960% 41,988.00 03/02/2017 100.000 07/01/2017 3.960% 41,988.00 03/02/2017 100.000 08/01/2017 3.960% 41,988.00 03/02/2017 100.000 09/01/2017 3.960% 41,988.00 03/02/2017 100.000 10/01/2017 3.960% 41,988.00 03/02/2017 100.000 11/01/2017 3.960% 41,988.00 03/02/2017 100.000 12/01/2017 3.960% 41,988.00 03/02/2017 100.000 01/01/2018 3.960% 41,988.00 03/02/2017 100.000 02/01/2018 3.960% 41,988.00 03/02/2017 100.000 03/01/2018 3.960% 41,988.00 03/02/2017 100.000 04/01/2018 3.960% 41,988.00 03/02/2017 100.000 05/01/2018 3.960% 41,988.00 03/02/2017 100.000 06/01/2018 3.960% 4,623,973.00 03/02/2017 100.000 5,211,805.00 Note: *Preliminary Numbers for discussion purposes only. Jan 27,2017 5:30 pm Prepared by Public Financial Management,Inc. Page 3 pfm BOND PRICING Bayshore/Gateway Triangle CRA Taxable Note,Series 2017 PRELIMINARY NUMBERS Maturity Bond Component Date Amount Rate Yield Price Bond Component: 04/01/2017 35,296 3.560% 3.560% 100.000 05/01/2017 36,618 3.560% 3.560% 100.000 06/01/2017 36,726 3.560% 3.560% 100.000 07/01/2017 36,835 3.560% 3.560% 100.000 08/01/2017 36,944 3.560% 3.560% 100.000 09/01/2017 37,054 3.560% 3.560% 100.000 10/01/2017 37,164 3.560% 3.560% 100.000 11/01/2017 37,274 3.560% 3.560% 100.000 12/01/2017 37,385 3.560% 3.560% 100.000 01/01/2018 37,496 3.560% 3.560% 100.000 02/01/2018 37,607 3.560% 3.560% 100.000 03/01/2018 37,719 3.560% 3.560% 100.000 04/01/2018 37,830 3.560% 3.560°% 100.000 05/01/2018 37,943 3.560% 3.560% 100.000 06/01/2018 38,055 3.560% 3.560% 100.000 07/01/2018 38,168 3.560% 3.560% 100.000 08/01/2018 38,281 3.560% 3.560% 100.000 09/01/2018 38,395 3.560% 3.560% 100.000 10/01/2018 38,509 3.560% 3.560% 100.000 11/01/2018 38,623 3.560% 3.560% 100.000 12/01/2018 38,738 3.560% 3.560% 100.000 01/01/2019 38,853 3.560% 3.560% 100.000 02/01/2019 38,968 3.560% 3.560% 100.000 03/01/2019 39,083 3.560% 3.560% 100.000 04/01/2019 39,199 3.560% 3.560% 100.000 05/01/2019 39,316 3.560% 3.560% 100.000 06/01/2019 39,432 3.560% 3.560% 100.000 07/01/2019 39,549 3.560% 3.560% 100.000 08/01/2019 39,667 3.560% 3.560% 100.000 09/01/2019 39,784 3.560% 3.560% 100.000 ` 10/01/2019 39,902 3.560% 3.560% 100.000 11/01/2019 40,021 3.560% 3.560% 100.000 12/01/2019 40,139 3.560% 3.560% 100.000 01/01/2020 40,259 3.560% 3.560% 100.000 02/01/2020 40,378 3.560% 3.560% 100.000 03/01/2020 40,498 3.560% 3.560% 100.000 04/01/2020 40,618 3.560% 3.560% 100.000 05/01/2020 40,738 3.560% 3.560% 100.000 06/01/2020 40,859 3.560% 3.560% 100.000 07/01/2020 40,980 3.560% 3.560% 100.000 08/01/2020 41,102 3.560% 3.560% 100.000 09/01/2020 41,224 3.560% 3.560% 100.000 10/01/2020 41,346 3.560% 3.560% 100.000 11/01/2020 41,469 3.560% 3.560% 100.000 12/01/2020 41,592 3.560% 3.560% 100.000 01/01/2021 41,715 3.560% 3.560% 100.000 02/01/2021 41,839 3.560% 3.560% 100.000 03/01/2021 41,963 3.560% 3.560% 100.000 04/01/2021 42,088 3.560% 3.560% 100.000 05/01/2021 42,213 3.560% 3.560% 100.000 06/01/2021 42,338 3.560% 3.560°,' 100.000 07/01/2021 42,463 3.560% 3.560% 100.000 08/01/2021 42,589 3.560% 3.560% 100.000 09/01/2021 42,716 3.560% 3.560% 100.000 10/01/2021 42,842 3.560% 3.560% 100.000 11/01/2021 42,970 3.560% 3.560% 100.000 12/01/2021 43,097 3.560% 3.560% 100.000 01/01/2022 43,225 3.560% 3.560% 100.000 02/01/2022 43,353 3.560% 3.560% 100.000 03/01/2022 43,482 3.560% 3.560% 100.000 04/01/2022 43,611 3.560% 3.560°% 100.000 05/01/2022 43,740 3.560% 3.560% 100.000 06/01/2022 - 43,870 3.560% 3.560% 100.000 07/01/2022 44,000 3.560% 3.560% 100.000 08/01/2022 44,131 3.560% 3.560% 100.000 09/01/2022 44,261 3.560% 3.560% 100.000 10/01/2022 44,393 3.560% 3.560% 100.000 11/01/2022 44,524 3.560% 3.560% 100.000 12/01/2022 44,657 3.560% •3.560% 100.000 01/01/2023 44,789 3.560% 3.560% 100.000 02/01/2023 44,922 3.560% 3.560% 100.000 03/01/2023 45,055 3.560% 3.560% 100.000 04/01/2023 45,189 3.560% 3.560% 100.000 05/01/2023 45,323 3.560% 3.560% 100.000 06/01/2023 45,457 3.560% 3.560% 100.000 07/01/2023 45,592 3.560% 3.560% 100.000 08/01/2023 45,727 3.560% 3.560% 100.000 09/01/2023 45,863 3.560% 3.560% 100.000 10/01/2023 45,999 3.560% 3.560%- 100.000 11/01/2023 46,136 3.560% 3.560% 100.000 12/01/2023 46,273 3.560% 3.560% 100.000 01/01/2024 46,410 3.560% 3.560% 100.000 • 02/01/2024 46,547 3.560% 3.560% 100.000 Jan 27,2017 5:30 pm Prepared by Public Financial Management,Inc. Page 4 lip pfm BOND PRICING Bayshore/Gateway Triangle CRA Taxable Note,Series 2017 PRELIMINARY NUMBERS Maturity Bond Component Date Amount Rate Yield Price Bond Component: 03/01/2024 46,686 3.560% 3.560% 100.000 04/01/2024 46,824 3.560% 3.560% 100.000 05/01/2024 46,963 3.560% 3.560% 100.000 06/01/2024 47,102 3.560% 3.560% 100.000 07/01/2024 47,242 3.560% 3.560% 100.000 08/01/2024 47,382 3.560% 3.560% 100.000 09/01/2024 47,523 3.560% 3.560% 100.000 10/01/2024 47,664 3.560% 3.560% 100.000 11/01/2024 47,805 3.560% 3.560% 100.000 12/01/2024 47,947 3.560% 3.560% 100.000 01/01/2025 48,089 3.560% 3.560% 100.000 02/01/2025 48,232 3.560% 3.560% 100.000 03/01/2025 48,375 3.560% 3.560% 100.000 04/01/2025 48,518 3.560% 3.560% 100.000 05/01/2025 48,662 3.560% 3.560% 100.000 06/01/2025 48,807 3.560% 3.560% 100.000 07/01/2025 48,952 3.560% 3.560% 100.000 08/01/2025 49,097 3.560% 3.560% 100.000 09/01/2025 49,242 3.560% 3.560% 100.000 10/01/2025 49,389 3.560% 3.560% 100.000 11/01/2025 49,535 3.560% 3.560% 100.000 12/01/2025 49,682 3.560% 3.560% 100.000 01/01/2026 49,829 3.560% 3.560% 100.000 02/01/2026 49,977 3.560% 3.560% 100.000 03/01/2026 50,125 3.560% 3.560% 100.000 04/01/2026 50,274 3.560% 3.560% 100.000 05/01/2026 50,423 3.560% 3.560% 100.000 06/01/2026 50,573 3.560% 3.560% 100.000 07/01/2026 50,723 3.560% 3.560% 100.000 08/01/2026 50,873 3.560% 3.560% 100.000 09/01/2026 51,024 3.560% 3.560% 100.000 10/01/2026 51,176 3.560% 3.560% 100.000 11/01/2026 51,328 3.560% 3.560% 100.000 12/01/2026 51,480 3.560% 3.560% 100.000 01/01/2027 51,633 3.560% 3.560% 100.000 02/01/2027 51,786 3.560% 3.560% 100.000 03/01/2027 51,939 3.560% 3.560% 100.000 5,251,879 Dated Date 03/02/2017 Delivery Date 03/02/2017 First Coupon 04/01/2017 Par Amount 5,251,879.00 Original Issue Discount Production 5,251,879.00 100.000000% Underwriter's Discount Purchase Price 5,251,879.00 100.000000% Accrued Interest Net Proceeds 5,251,879.00 Note: *Preliminary Numbers for discussion purposes only. Jan 27,2017 5:30 pm Prepared by Public Financial Management,Inc. Page 5 • pfm BOND DEBT SERVICE Bayshore/Gateway Triangle CRA Taxable Note,Series 2017 PRELIMINARY NUMBERS Period Ending Principal Coupon Interest Debt Service 03/01/2018 444,118 3.560% 179,267.46 623,385.46 03/01/2019 461,446 3.560% 163,675.36 625,121.36 03/01/2020 478,144 3.560% 146,977.20 625,121.20 03/01/2021 495,445 3.560% 129,674.76 625,119.76 03/01/2022 513,376 3.560% 111,746.21 625,122.21 03/01/2023 531,953 3.560% 93,168.87 625,121.87 03/01/2024 551,202 3.560% 73,919.28 625,121.28 03/01/2025 571,148 3.560% 53,973.14 625,121.14 03/01/2026 591,815 3.560% 33,305.18 625,120.18 03/01/2027 613,232 3.560% 11,889.40 625,121.40 5,251,879 997,596.86 6,249,475.86 Note: *Preliminary Numbers for discussion purposes only. Jan 27,2017 5:30 pm Prepared by Public Financial Management,Inc. Page 6 • pfm BOND DEBT SERVICE Bayshore/Gateway Triangle CRA Taxable Note,Series 2017 PRELIMINARY NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 04/01/2017 35,296 3.560% 15,061.22 50,357.22 05/01/2017 36,618 3.560% 15,475.86 52,093.86 06/01/2017 36,726 3.560% 15,367.23 52,093.23 07/01/2017 36,835 3.560% 15,258.28 52,093.28 08/01/2017 36,944 3.560% 15,149.00 52,093.00 09/01/2017 37,054 3.560% 15,039.40 52,093.40 10/01/2017 37,164 3.560% 14,929.47 52,093.47 11/01/2017 37,274 3.560% 14,819.22 52,093.22 12/01/2017 37,385 3.560% 14,708.64 52,093.64 01/01/2018 37,496 3.560% 14,597.73 52,093.73 • 02/01/2018 37,607 3.560% 14,486.49 52,093.49 03/01/2018 37,719 3.560% 14,374.92 52,093.92 623,385.46 04/01/2018 37,830 3.560% 14,263.02 52,093.02 05/01/2018 37,943 3.560% 14,150.80 52,093.80 06/01/2018 38,055 3.560% 14,038.23 52,093.23 07/01/2018 38,168 3.560% 13,925.33 52,093.33 08/01/2018 38,281 3.560% 13,812.10 52,093.10 09/01/2018 38,395 3.560% 13,698.54 52,093.54 10/01/2018 38,509 3.560% 13,58463 52,093.63 11/01/2018 38,623 3.560% 13,470.39 52,093.39 12/01/2018 38,738 3.560% 13,355.81 52,093.81 01/01/2019 38,853 3.560% 13,240.88 52,093.88 02/01/2019 38,968 3.560% 13,125.62 52,093.62 03/01/2019 39,083 3.560% 13,010.01 52,093.01 625,121.36 04/01/2019 39,199 3.560% 12,894.07 52,093.07 05/01/2019 39,316 3.560% 12,777.78 52,093.78 06/01/2019 39,432 3.560% 12,661.14 52,093.14 07/01/2019 39,549 3.560% 12,544.16 52,093.16 08/01/2019 39,667 3.560% 12,426.83 -52,093.83 09/01/2019 39,784 3.560% 12,309.15 52,093.15 10/01/2019 39,902 3.560% 12,191.13 52,093.13 11/01/2019 40,021 3.560% 12,072.75 52,093.75 • 12/01/2019 40,139 3.560% 11,954.02 52,093.02 01/01/2020 40,259 3.560% 11,834.94 52,093.94 02/01/2020 40,378 3.560% 11,715.51 52,093.51 03/01/2020 40,498 3.560% 11,595.72 52,093.72 625,121.20 04/01/2020 40,618 3.560% 11,475.57 52,093.57 05/01/2020 40,738 3.560% 11,355.07 52,093.07 06/01/2020 40,859 3.560% 11,234.22 52,093.22 07/01/2020 40,980 3.560% 11,113.00 52,093.00 08/01/2020 41,102 3.560% 10,991.43 52,093.43 09/01/2020 41,224 3.560% 10,869.49 52,093.49 10/01/2020 41,346 3.560% 10,747.20 52,093.20 11/01/2020 41,469 3.560% 10,624.54 52,093.54 12/01/2020 41,592 3.560% 10,501.51 52,093.51 01/01/2021 41,715 3.560% 10,378.12 52,093.12 02/01/2021 41,839 3.560% 10,254.37 52,093.37 03/01/2021 41,963 3.560% 10,130.24 52,093.24 625,119.76 04/01/2021 42,088 3.560% 10,005.75 52,093.75 05/01/2021 42,213 3.560% 9,880.89 52,093.89 06/01/2021 42,338 3.560% 9,755.66 52,093.66 07/01/2021 42,463 3.560% 9,630.06 52,093.06 08/01/2021 42,589 3.560% 9,504.08 52,093.08 09/01/2021 42,716 3.560% 9,377.74 52,093.74 10/01/2021 42,842 3.560% 9,251.01 52,093.01 11/01/2021 42,970 3.560% 9,123.92 52,093.92 12/01/2021 43,097 3.560% 8,996.44 52,093.44 01/01/2022 43,225 3.560% 8,868.58 52,093.58 02/01/2022 43,353 3.560% 8,740.35 52,093.35 03/01/2022 43,482 3.560% 8,611.73 52,093.73 625,122.21 04/01/2022 43,611 3.560% 8,482.74 52,093.74 05/01/2022 43,740 3.560% 8,353.36 52,093.36 06/01/2022 43,870 3.560% 8,223.60 52,093.60 07/01/2022 44,000 3.560% 8,093.45 52,093.45 08/01/2022 44,131 3.560% 7,962.92 52,093.92 09/01/2022 44,261 3.560% 7,831.99 52,092.99 10/01/2022 44,393 3.560% 7,700.69 52,093.69 11/01/2022 44,524 3.560% 7,568.99 52,092.99 12/01/2022 44,657 3.560% 7,436.90 52,093.90 01/01/2023 44,789 3.560% 7,304.42 52,093.42 02/01/2023 44,922 3.560% 7,171.54 52,093.54 03/01/2023 45,055 3.560% 7,038.27 52,093.27 625,121.87 ' 04/01/2023 45,189 3.560% 6,904.61 52,093.61 05/01/2023 45,323 3.560% 6,770.55 52,093.55 06/01/2023 45,457 3.560% 6,636.09 52,093.09 07/01/2023 45,592 3.560% 6,501.24 52,093.24 08/01/2023 45,727 3.560% 6,365.98 52,092.98 09/01/2023 45,863 3.560% 6,230.32 52,093.32 10/01/2023 45,999 3.560% 6,094.26 52,093.26 11/01/2023 - 46,136 3.560% 5,957.80 52,093.80 12/01/2023 46,273 3.560% 5,820.93 52,093.93 01/01/2024 46,410 3.560% 5,683.65 52,093.65 02/01/2024 46,547 3.560% 5,545.97 52,092.97 03/01/2024 46,686 3.560% 5,407.88 52,093.88 625,121.28 Jan 27,2017 5:30 pm Prepared by Public Financial Management,Inc. • Page 7 ,__ , . r---. ...,,,,....,,... pfm BOND DEBT SERVICE Bayshore/Gateway Triangle CRA Taxable Note,Series 2017 . PRELIMINARY NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 04/01/2024 46,824 3.560% 5,269.38 52,093.38 05/01/2024 46,963 3.560% 5,130.47 52,093.47 06/01/2024 47,102 3.560% 4,991.14 52,093.14 07/01/2024 47,242 3.560% 4,851.41 52,093.41 08/01/2024 . 47,382 3.560% 4,711.26 52,093.26 09/01/2024 47,523 3.560% 4,570.69 52,093.69 10/01/2024 47,664 3.560% 4,429.71 52,093.71 11/01/2024 47,805 3.560% 4,288.30 52,093.30 12/01/2024 - 47,947 3.560% 4,146.48 52,093.48 01/01/2025 48,089 3.560% 4,004.24 52,093.24 02/01/2025 48,232 3.560% 3,861.57 52,093.57 03/01/2025 48,375 3.560% 3,718.49 52,093.49 625,121.14 04/01/2025 48,518 3.560% 3,574.97 52,092.97 05/01/2025 48,662 3.560% 3,431.04 52,093.04 06/01/2025 48,807 3.560% 3,286.67 52,093.67 07/01/2025 48,952 3.560% 3,141.88 52,093.88 08/01/2025 49,097 3.560% 2,996.65 52,093.65 09/01/2025 49,242 3.560% 2,851.00 52,093.00 10/01/2025 49,389 3.560% 2,704.91 52,093.91 11/01/2025 49,535 3.560% 2,558.39 52,093.39 12/01/2025 49,682 3.560% 2,411.44 52,093.44 01/01/2026 49,829 3.560% 2,264.05 52,093.05 02/01/2026 49,977 3.560% 2,116.22 52,093.22 03/01/2026 50,125 3.560% 1,967.96 52,092.96 625,120.18 04/01/2026 50,274 3.560% 1,819.25 52,093.25 05/01/2026. 50,423 3.560% 1,670.11 52,093.11 06/01/2026 50,573 3.560% 1,520.52 52,093.52 07/01/2026 50,723 3.560% 1,370.49 52,093.49 08/01/2026 50,873 3.560% 1,220.01 52,093.01 09/01/2026 51,024 3.560% 1,069.09 52,093.09 10/01/2026 51,176 3.560% 917.71 52,093.71 11/01/2026 51,328 3.560% 765.89 52,093.89 12/01/2026 51,480 3.560% 613.62 52,093.62 01/01/2027 51,633 3.560% 46090 52,093.90 02/01/2027 51,786 3.560% 307.72 52,093.72 03/01/2027 51,939 3.560% 154.09 52,093.09 625,121.40 5,251,879 997,596.86 6,249,475.86 6,249,475.86 Note: 'Preliminary Numbers for discussion purposes only. Jan 27,2017 5:30 pm Prepared by Public Financial Management,Inc. Page 8 pfm ESCROW REQUIREMENTS Bayshore/Gateway Triangle CRA Taxable Note,Series 2017 PRELIMINARY NUMBERS Period Principal Ending Interest Redeemed Total 03/02/2017 573.30 5,211,805.00 5,212,378.30 573.30 5,211,805.00 5,212,378.30 Note: *Preliminary Numbers for discussion purposes only. Jan 27,2017 5:30 pm Prepared by Public Financial Management,Inc. Page 9 Pfm COST OF ISSUANCE Bayshore/Gateway Triangle CRA Taxable Note,Series 2017 PRELIMINARY NUMBERS Cost of Issuance $11000 Amount Bond Counsel Fee 2.85612 15,000.00 • Financial Advisor Fee 2.85612 15,000.00 Bank Counsel Fee 0.95204 5,000.00 Bond Counsel Expenses 0.66643 3,500.00 Financial Advisor Expenses 0.09520 500.00 Miscellaneous 0.09534 500.70 7.52125 39,500.70 Note: *Preliminary Numbers for discussion purposes only. Jan 27,2017 5:30 pm Prepared by Public Financial Management,Inc. Page 10 January 19, 2017 J P.Morgan CREDIT FACILITY PROPOSAL Direct Purchase of a Taxable Note, Series 2017 issued by the Collier County Community Redevelopment Agency in the amount of up to $5,500,000 } J.P.Morgan Delivery via Email January 19,2017 Mark Isackson Markisackson@colliergov.net Dear Mr.Isackson: On behalf of JPMorgan Chase Bank,N.A. ("JPMorgan"),we are pleased to propose for discussion indicative terms to the Collier County Community Redevelopment Agency for a Taxable Note in an initial estimated amount of $5,500,000,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 the Collier County Community Redevelopment Agency'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 Jay Robinson Executive Director Underwriting Senior Associate 1450 Brickell Avenue,Floor 33 450 S.Orange Avenue,Suite 1000 Miami,Florida 33131 Orlando,FL 32801 Work(305)579-9320 Work(407)236-5472 Fax(305)351-8451 Fax(407)279-3108 ralph.hildevert@jpmorgan.com jay.robinson@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 taxable note financing, coupled with our long experience in deal execution, would ensure an efficient, cost-effective transaction. Client references are available upon request. We look forward to further discussions with the Collier County Community Redevelopment Agency and its financing team regarding this proposal. Yours sincerely, JPMORGAN CHASE BANK,N.A. k ,,t iik'Yh..�+,. "`ate ,„.. .•,...... By: By: Ralph Hildevert Anthony Jay Robinson Executive Director Underwriting Senior Associate cc: Sergio Masvidal-masvidals@pfm.com Nicklas Rocca-roccan@pfin.com Confidential J P.Morgan COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY Direct Purchase Taxable Note, Series 2017 Summary of Terms and Conditions January 17,2017 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 February 28,2017. SECTION I DESCRIPTION OF THE NOTE Issuer: Collier County Community Redevelopment Agency(the"Issuer") Purchaser: JPMorgan Chase Bank,N.A.and its successors and assigns(the"Purchaser"or the"Bank"). Facility/Amount: $5,500,000 Direct Purchase Taxable Note,Series 2017(the"Note"or the"Facility")issued as a single maturity Note. The Note would be purchased at 100%of Par on an'all or none'basis. The Note 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 Note is held by the Purchaser pursuant to any Official Statement, Offering Memorandum or any other disclosure documentation. The Purchaser shall take physical delivery of the Note at closing. Purpose: Proceeds of the Note would be used to 1) refund all of the Issuer's outstanding Collier County Community Redevelopment Agency Taxable Note, Series 2013 and 2) pay costs of issuance. Note Maturity Date: March 1,2027 SECTION II INTEREST RATES,PAYMENTS AND FEES Fixed Interest Rate: The Note 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 January 17,2017 and are subject to change daily until a written rate lock letter agreement is executed between the Issuer and the Bank: Note Maturity Date Optional Redemption Date Indicative Fixed Rate March 1,2027 N/A; Standard Make Whole 3.30%per annum March 1,2027 April 1,2018* 3.65%per annum March 1,2027 April 1,2019* 3.52%per annum *The Note is callable at par on(or after)the Optional Redemption Date. JP.Morgan 2 Confidential Note Payments/ Amortization: Principal and Interest would be payable monthly on the 1st of each month, commencing on April 1,2017 based on the following amortization schedule: Maturity Principal Maturity Principal Maturity Principal Maturity Principal Date Amount Date Amount Date Amount Date Amount 411/2017 $36;380 10/112019 $40558 4/12022 $43,713 1011/2024 $47,113 571/2017 37.725 11/112019 40,660 51112022 43,822 11/1;2024 47,231 611(2817 37;820 12/12019 40.761 6/1;2022 43932 12//12024 47,349 7/1/2017 37,914 1/1/2020 40,863 711;2022 44,042 1/1/2025 47,467 811/2017 38,009 211/2020 40,965 8/112022 44,152 21/2025 47,586 912017 38,104 3/112020 41.068 9/112022 44,262 3/1/2025 47,705 101112017 38,199 4/1/2020 41.170 10/1/2022 44373 4/1/2025 47,824 11/12017 38.295 51112020 41,273 11/1/2022 44,484 5/12025 47,944 121;2017 38,390 611/2020 41,376 1211/2022 44,595 611/2025 48,064 1/12018 38,486 711'2020 41,480 1/1/2023 44,706 7112025 48,184. 2/1/2018 38,583 8112020 41.584 211/2023 44,818 8112025 48,304 311;2018 38,679 9/112020 41.688 311/2023 44,930 9`112025 48,425 4/112018 38,776 10/1:2020 41,792 4,1,2023 45,043 1011,2025 48,546 511;/2018 38.873 11/1/2020 41.896 571/2023 45,155 1111/2025 48,667 61112018 38970 121112020 42.001 6112023 45.268 121112025 48,789 711-'''2018 39,067 111 2021 42106 71112023 45;381 1,112026 48,911 81112018 39,165 2112021 42211 8;112023 45.495 2`112026 49,033 911/2018 39,263 3/112021 42.317 91112023 45,608 3//112026 49,156 1011.12018 39,361 4/1/2021 42.423 10/11202345,722 41112026 49,279 11;112018 39,459 51/2021 42.529 11/1/2023 45,837 511/2026 49,402 12/1./2018 39,558 6/112021 42.635 12/1/2023 45,951 6/1/2026' 49,526 1112019 39,657 7/12021 42.742 111112024 46,066 7/1/2026 49,649 2/1/2019 39,756 81/2021 42.848 271/2024 46,181 811/12026 49,773 331/20/9 39,855 9/112021 42,956 3/1/2024 46,297 9/1/2026 49,898 41112019 39,955 10/12021 43,063 4/1/2024 46.413 10;1/2026 50,023 5112019 40,055 11/1/2021 43,171 51/2024 46,529 11/1/2026 50,148 6.112019 40,155 12`1/2021 43,279 6/1/2024 46,645 12+112026 50,273 7/1/2019 40;256 1/12022 43,387 7112024 46.762 1/12027 50,399 89112019 40,356 212022 43,495 8/1/2024 46.878 21/2027 50,525 9;112019 40.457 1112022 43,604 9/1/2024 46,996 3/1/2027 50,651 Total $5,257,379 The Purchaser acknowledges that there may be adjustments to the amortization schedule above. The finalization of the amortization schedule would be a condition precedent to the Purchaser's acceptance of any written rate lock letter agreement. Notwithstanding the foregoing, the Note would be required to be repaid in full at the Bond Maturity Date and would be subject to acceleration upon an Event of Default. In the Event of Default,Interest would be computed at the Default Rate(defined below). Prepayment: The Note 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. 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 note documents. Default Rate: Base Rate+4.00%. SECTION III OTHER NOTE TERMS AND PROVISIONS Security: The Note would be secured by and payable from(1)the Increment Tax Revenues delivered within the Bayshore/Gateway Triangle Redevelopment Area, and (2) to the extent the Increment Tax Revenues are insufficient to pay annual debt service,the Issuer's covenant to J P.Morgan 3 Confidential appropriate in its annual budget,by amendment if necessary,from its other Non-Ad Valorem Revenues lawfully available in each fiscal year, amounts which shall be sufficient to pay the annual debt service on the Note. Debt Service Reserve Fund: The Issuer would establish and maintain a Debt Service Reserve Fund in an amount up to 1/2 of the Maximum Annual Debt Service so long as the Note is outstanding. Moneys on deposit in the Debt Service Reserve Fund shall be used only to pay the Annual Debt Service on the Note to the extent the Pledged Funds are insufficient. Drawdown: The proceeds of the Note would be fully drawn on the date of issuance. Required Documents: The terms of this financing would be evidenced by agreements, instruments and documents (collectively, the "Note Documents") that are usual and customary for a Taxable Note 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, waiver of jury trial, compliance with anti-corruption laws 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 Note Documents will 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 Note 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 dated September 30,2015. Additional conditions precedent would include delivery of acceptable note documentation and legal opinions,including an opinion of bond counsel as to the validity and enforceability of the obligations of the Issuer under the Note Documents. Financial Covenants: The Purchaser would require the following financial covenants,as further defined in the Note Documents: 1. 1.15x Debt Service Coverage Ratio 2. No additional indebtedness secured by the Increment Tax Revenues delivered within the Bayshore/Gateway Triangle Redevelopment Area would be permitted without prior written Bank consent. Reporting Covenants: The Issuer would provide the following items in an electronic format acceptable to the Purchaser: 1. Receipt of the Collier County CAFR within 180 days of the fiscal year end. 2. Additional information as reasonably requested by the Bank. 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 Note,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 Note Documents would be governed by the laws of the State of Florida. J P.Morgan 4 Confidential 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 Note, 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. Legal Counsel: The Bank would engage Locke Lord LLP as the Bank's legal counsel. Mark-David Adams would be acting in the capacity of attorney representing the Bank. The Bank would agree to cap such legal fees at$6,500,based on the scope of the financing as presented. Mark-David Adams Locke Lord LLP 525 Okeechobee Boulevard,Suite 1600 West Palm Beach,FL 33401 Phone:(561)820-0281 Fax:(561)655-8719 Email:mark.adams@lockelord.com 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 Note, or participants or assignees of the Note or the Facility described in this letter. Website Disclosure: As a best practice to maintain transparency, final note 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. J P.Morgan 5 Confidential 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 6 Bank America's Idlest Convenient Bank 255 ALHAMBRA CIRCLE;2ND FLOOR CORAL GABLES,FL 33134 TEL:305-441-5692 January 19, 2017 Mr. Mark Isackson, Director Corporate Financial & Management Services Division Collier County, Florida c/o Bayshore Gateway Triangle CRA 3570 Bayshore Drive, Unit 102 Naples, Florida 34112 (239) 643-1115 MarklsacksonCc)colliergov.net cc: Sergio Masvidal (masvidals©pfm.com) and Nicklas Rocca (roccan@pfm.com) RE: TD Bank Proposal Response—Collier County CRA RFQ-$5.5MM Bank Loan Request Dear Mr. Isackson: The Collier County Community Redevelopment Agency (the "Agency") and its Financial Advisor has provided us with certain information regarding the need for the Agency to identify an institution that can provide a taxable term loan to be evidenced by a Taxable Note, Series 2017 (the"Series 2017 Note") at the lowest overall borrowing cost, pursuant to certain conditions as determined by the Agency, in an amount not to exceed $5,500,000. In connection therewith, we are pleased to submit our proposal to provide the credit accommodations (the "Credit Accommodations") described on the attached preliminary term sheet(s)for your consideration. The structure of the proposed Credit Accommodation(s) is outlined in the attached Term Sheet which provides a statement of suggested terms, but under no circumstance shall such statement be construed as a complete summarization of terms necessary for consummation of the proposed Credit Accommodation. PLEASE NOTE, ALTHOUGH THE TERM SHEET HAS BEEN APPROVED BY THE APPROPRIATE CREDIT AUTHORITIES AT THE BANK, THIS PROPOSAL IS SUBJECT TO FORMAL CREDIT REVIEW AND UNDERWRITING IN ACCORDANCE WITH THE BANK'S INTERNAL POLICY AND NOTHING HEREIN SHALL CONSTITUTE A BINDING COMMITMENT TO LEND. The Bank shall not be liable to the Agency or any other person for any losses, damages or consequential damages which may result from the Company's reliance upon this proposal letter or the proposed Credit Accommodations, the proposed term sheet(s)or any transaction contemplated hereby. This letter, along with the proposed terms and conditions, are delivered to the Agency and the Collier County for its confidential use and evaluation, and shall not be disclosed by the Agency and County except (i) as may be required to be disclosed in any legal proceeding or as may otherwise be required by law and (ii) on a confidential and "need to know" basis, to your directors, officers, employees, advisors and agents. 1/19/2017 1 We appreciate the opportunity to provide this proposal to the Agency and look forward to working with you, the Agency, and its Financial Advisor on successfully completing this transaction. Very truly yours, TD BANK, N.A. By: Delle Joseph, CPA Senior Vice President, SFL Municipal Lending Tel:305-441-5692 ACCEPTED on this day of , 20_ Collier County Community Redevelopment Agency, Florida By: Signer's name, Title 1/19/2017 2 REVISED TERM SHEET (NEW PROJECT LOAN) TERMS AND CONDITIONS OF CREDIT ACCOMMODATION DATED 1/13/2017 ("DIRECT PURCHASE LOAN") THIS IS A STATEMENT OF TERMS AND CONDITIONS AND NOT A COMMITMENT TO LEND. ALL CREDIT ACCOMMODATIONS ARE SUBJECT TO FORMAL CREDIT UNDERWRITING AND APPROVAL. 1. Loan. (a) Borrower(s): Collier County Community Redevelopment Agency ("Agency") (b) Guarantor: N/A (c) Facility: Taxable Term Loan. (d) Purpose: The proposed Series 2017 Note will be used to: (1) refund all of the Agency's outstanding Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2013 (the "Series 2013 Note") which will be outstanding in the amount of $5,211,805 as of the expected closing of the Series 2017 Note. (e) Amount: Up to$5,500,000 (f) Collateral: The principal of and interest on the Series 2017 Note will be secured by and payable from Pledged Funds which shall include (1) the increment tax revenues delivered within the Bayshore/Gateway Triangle Redevelopment Area (the "Increment Tax Revenues"), and (2) to the extent the Increment Tax Revenues are insufficient to pay annual debt service, the CRA covenants to appropriate in its annual budget, by amendment if necessary, from its other Non-Ad Valorem Revenues lawfully available in each fiscal year, amounts which shall be sufficient to pay the annual debt service on the note. (g) Maturity: March 1st, 2027 (h) Repayment Terms: Interest payments on the outstanding principal balance of the Series 2017 Note will be calculated on a 30/360-day basis and will be paid monthly on the 1st of each month, beginning April 1, 2017. The principal amount of the Term Loan will be payable monthly on the 1st of each month beginning April 1, 2017, through the final maturity of the Series 2017 Note. (i) Interest Rate: Indicative Taxable Fixed Rate is 3.13%. The quoted indicative fixed rate of interest is based upon the greater of (ten (10) year H-15 Swap Rate) plus 91 basis points, or (ten (10) year Treasury Rate) plus 80 basis points as publicized the Intercontinental 1/19/2017 3 Exchange (ICE) for the Swap Index and by the Federal Reserve for the Treasury Index as of January 17, 2019: Federal Reserve: http://www.federalreserve.gov/release/h15/update/ ICE: https://www.theice.com/iba/historical-data RATE HOLD OPTION: TD Bank has the ability to hold the loan interest rate for the Agency until the proposed Closing Date of March 2nd, 2017 as requested under the RFQ. At the time that the Bank is informed that it will be recommended for the award of the Loan Facility, the Bank would lock-in the Loan Interest Rate for the Agency for a small premium. Based on current market rates, the premium for a 30-day and 45-Day Rate Lock is 2 basis points and 3 basis points, respectively. (j) Prepayment Premium: Loan will be subject to the Bank's Prepayment Fee Language: At the time of any full or partial prepayment, a fee equal to the greater of (i) 1.00% of the principal balance multiplied by the number of remaining years or(ii) a "Yield Maintenance Fee" computed as follows: The current cost of funds, specifically the bond equivalent yield for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent yield) with a maturity date closest to the "Remaining Term", shall be subtracted from the Note rate, or default rate if applicable. If the result is zero or a negative number, there shall be no Yield Maintenance Fee due and payable. If the result is a positive number, then the resulting percentage shall be multiplied by the scheduled outstanding principal balance for each remaining monthly period of the "Remaining Term." Each resulting amount shall be divided by 360 and multiplied by the number of days in the monthly period. Said amounts shall be reduced to present values calculated by using the above reference current costs of funds divided by 12. The resulting sum of present values shall be the yield maintenance fee due to the Bank upon prepayment of the principal of the loan plus any accrued interest due as of the prepayment date. "Remaining Term" as used herein shall mean the shorter of (i) the remaining term of this Note, or (ii) the remaining term of the then current fixed interest rate period. No Prepayment Fee Option: The School can elect to have a "No Prepayment Fee" provision associated with this Term Loan by adding a premium of 23 basis points to the proposed Loan Rate. (k) Late Cha-ge: If any payment due the Bank is more than fifteen (15) days overdue, a late charge of six percent(6%) of the overdue payment shall be assessed. (I) Events of Default: Will include but not be limited to: (1) Breach of representation or warranties. (2) Violation of covenants. (3) Bankruptcy or insolvency. (4) Final, non appealable judgments against the Agency in excess of$3,000,000 1/19/2017 4 (5) Payment default which includes the failure to replenish the debt service reserve fund as required under the Loan Agreement. (m) Default Rate of Interest: The "default rate of interest" shall be six (6) percentage points in excess of the Bank's Prime Rate of interest charged at the time of the event of default. 2. Fees and Expenses: The Borrower shall pay to the Bank on demand any and all costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements, court costs, litigation and other expenses) incurred or paid by the Bank in connection with the loan. The Borrower's bond counsel will provide documentation associated with this transaction. Documentation will be subject to the review and approval of the Lender and the Lender's counsel. The Borrower agrees to pay all legal fees and expenses of the lender associated with the review and closing of this transaction, which costs may be paid with proceeds of the Loan. Legal costs shall be capped at no more than $5,000. 3. Legal Opinions. Prior to closing, there shall be delivered to the Bank an opinion of Bond Counsel and /or Town Counsel acceptable to the Bank covering matters customary for a transaction of this type and nature and which shall, without limitation, opine that: (1) the Borrower is duly formed; (2) all loan documents have been validly authorized and executed by and on behalf of the Borrower, if any; (3) all loan documents are valid, binding, enforceable in accordance with their terms and do not violate any legal requirements, including without limitation, organizational documents, laws and material agreements. 4. Financial Reporting: a) Borrower(s) shall furnish the following financial reports: Type of Report(s) Frequency Due Date Audited Financial Statement Annually Within 210 days of fiscal year end Operating Budget Annually Within 30 days of approval or acceptance by Borrower's Board Taxable Assessed Value Annually Within 210 days of fiscal year Confirmation for Collier CRA end b) The Bank reserves the right to request additional financial information to supplement or verify certain financial assumptions or verify the creditworthiness of the Borrower and if applicable. 5. Financial Covenant(s): 1. Minimum Annual Debt Service Coverage (DSC) of 1.15x. The numerator for the DSC ratio shall include Increment Tax Revenues, Net Non-Ad Valorem Revenues of the Agency and transfers in to the Agency. 2. Additional Bond Test: The Agency shall be permitted to issue additional parity debt, subject to its Debt Service Coverage based on maximum annual debt service being at least 1.50x on a proforma basis inclusive of the additional debt. 1/19/2017 5 6. Other Conditions: a. No Material Adverse Change to the Borrower prior to closing. b. Loan debt service payments shall be settled via auto debit. c. The Agency shall establish and maintain a Debt Service Reserve Fund held at TD Bank in an amount up to 1/2 of the Maximum Annual Debt Service so long as the Series 2017 Note is outstanding. Moneys on deposit in the Debt Service Reserve Fund shall be used only to pay the Annual Debt Service on the Series 2017 Note to the extent the Pledged Funds are insufficient. d. Borrower shal covenant that it will replenish the Debt Service Reserve Fund (if ever invaded) within a 3-month period using its Covenant to Budget and Appropriate authority. e. Loan documents will include capital adequacy language which can be waived by Bank for a premium of 10 basis points to be added to the quoted loan interest rate. f. Loan documents will include Corporate Tax language subject to changes in the corporate tax rate. This provision can potentially be waived by the Bank - subject to Bank's final approval-for a premium of 7 to 10 basis points be added to the quoted loan interest rate. g. All standard rights and remedies; including accelerations rights in the event of a payment default only. h. The implementation of certain terms, conditions, covenants or other non-material changes to the proposed Credit Accommodation required as part of the Bank's formal credit approval shall be deemed an approval in substantially the form outlined in this proposed Credit Accommodation. i. All legal matters and documentation to be executed in connection with the contemplated proposed Credit Accommodation shall be satisfactory in form and substance to the Bank and counsel to the Bank. j. The Bank shall not be required to enter into the proposed Credit Accommodation until the completion of all due diligence inquiries, receipt of approvals from all requisite parties and the execution and receipt of all necessary documentation reasonably acceptable to the Bank and its counsel. Furthermore, certain assumptions are made for this proposal which, if altered, could affect the overall credit approval and or terms of the proposed Credit Accommodation. k. Patriot Act Notice: Patriot Act Notice. Lender is subject to the requirements of USA Patriot Act (Title III of Pub. L. 107-56) (signed into law October 26, 2001)) (the "Act"), and hereby notifies the Borrower and Guarantor (if any) that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower and Guarantor, which information includes the names and address of the Borrower and Guarantor and other information that will allow Lender to identify the Borrower and Guarantor in accordance with the Act. THIS PROPOSAL IS NOT AND SHOULD NOT BE CONSTRUED AS A COMMITMENT BY THE BANK OR ANY AFFILIATE TO ENTER INTO ANY CREDIT ACCOMMODATION. 1/19/2017 6 255 Alhambra Circle 305 448-6992 Suite 404 305 448-7131 fax Coral Gables,FL www.pfm.com The PFM Group 33134 Public Financial Management, PFM Asset Management LLC PFM Advisors October 24,2016 Memorandum To: Collier County, Florida From: Public Financial Management, Inc. PFM Financial Advisors LLC Re: Plan of Finance—Series 2016 Bank Note(Refinancing State Revolving Fund Loans) The purpose of this memorandum is to provide the basis for the recommended plan of finance for Collier County (the "County"), and to summarize the proposals received for the County's Request for Proposals for the 2016 Bank Note. PFM, working alongside County officials, continually evaluate the existing debt portfolio for opportunities to reduce debt service costs. One such opportunity is in the form of consolidating and refinancing prior State Revolving Fund ("SRF") loans in the presently attractive interest rate environment. The County has several outstanding loans of various sizes and maturities for the Water and Sewer Utility through the SRF Program. The total outstanding amount of SRF loans is approximately $95 million. The existing loans have maturities ranging from two to thirteen years. Provided the relatively short average life (approximately 5.5 years) of the existing loans, and the possibility of including or eliminating all or a portion of the loans, we have discussed with staff and have recommended that the County maintain the shorter average life profile and amortize the loan on a uniform savings basis commensurate with the existing maturity of the loans. In order to access the capital markets the County has determined that a Bank Note, as opposed to a public bond offering, would serve to implement the plan of finance in the most effective manner. This determination is based on: the desire to expedite the refinancing in order to capture current market conditions as well as lock the rate as soon as possible; minimize the administrative requirements compared to a public offering; and reduce the costs of issuance compared to a public offering. PFM worked with the County to draft the Request for Quote ("RFQ") for the 2016 Bank Note prior to its release. PFM then emailed the RFQ to a broad pool of financing entities that we know to be active in the municipal space. The size of the loan (up to approximately $95 million) and average life (approximately 5.8 years) are generally consistent with parameters typically seen in bank notes, and such parameters would attract interest from the bank lending community and yield the County with a favorable result. It should also be noted that proposers were permitted to quote an amount that is less than the full par amount, depending on their bank's capacity. Should the County receive multiple, smaller quotes, it reserves the option to use one or more proposals and refinance one or more SRF loans. On October 13th, eight (8) quotes were submitted. A summary of the proposing firms, along with the key points from each proposal is included as an attachment to this memorandum. After review of the bank offers and discussion among the County's finance team, Florida Community Bank's ("FCB") proposal was considered the most attractive. Based on the 1.80% rate and a final maturity of 2029, the County is estimated to achieve an All-In True Interest Cost of 1.829%. Importantly, please note that the FCB rate is locked through the anticipated time for this transaction to close (expected November 17th). Finally, the County's legal team has reviewed the terms in the FCB proposal and, after clarifying a couple minor items, is satisfied that they are consistent with the existing terms and covenants in the County's prior bond resolution. 2016 Collier County W&S Financing October 24, 2016 Page 2 of 2 The schedule below shows the County's expected annual debt service savings upon completing the 2016 financing. Please feel free to contact us should you have any questions or comments prior to the Commission meeting to approve the transaction. Annual Debt Service Savings Bond Year Annual Cash Ending Flow Savings 7/1/2017 $ 224,450 7/1/2018 360,049 7/1/2019 360,215 7/1/2020 360,501 7/1/2021 360,060 7/1/2022 360,240 7/1/2023 360,368 7/1/2024 360,052 7/1/2025 359,590 7/1/2026 359,856 7/1/2027 359,654 7/1/2028 360,157 7/1/2029 359,983 Total $ 4,545,176 N O r 1 5 v -A. d S G• a O G•‘ % •G Ou y GA .do Oaa C 7 O G saFa✓W 1. F F y ' Yo U '^ , o -^d 9 G -; ', U m Gy & y+ y y y o y u i .C4 G y 51 5 G a ',V i 7.1' O 'G W by�4) y '.a N XYp .,!:1I %1y o a ,0. 11\W' \' '' % Ai,•O , .n . y �' Ti%„G s �GyN riGyy%vii? �� o� G6 O '11'111 G 'Gti+ r% % iLnO {s.N OG OA G J A OHa- a O F ty . A ' u wV, J 6 :- % y t • eG 5u3 R o .� ° a y A Ci .w O% Y r O yGY M y oc o t -0 Grp o . A y rt✓ „ % 0 w m w p u W s G-. r yr� in•G Ci ,s .0 GQ, y D O OC -- G �^ w u pfd, y Y -0 -,4 O y A �1 m O G `3 v y yn 3% ✓ y t•, o 0 4 A I y y T ti D G of 1 s, yAu� t3Y � dx G 5 e + O G y .5P A A o A % O•”' j,ws %s H w. 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