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Agenda 12/12/2017 Item #11J12/12/2017 EXECUTIVE SUMMARY Recommendation to adopt a resolution accepting a proposal of Pinnacle Public Finance, Inc. to provide the County with a term loan in order to refund a portion of the County’s Special Obligation Revenue Bonds, Series 2010 for net present value interest savings; approving the form of a loan agreement; authorizing the issuance of a Special Obligation Refunding Revenue Note, Series 2017 in the aggregate principal amount of not to exceed $45,000,000; authorizing the repayment of such note from a covenant to budget and appropriate legally available non ad valorem revenues; delegating certain authority to the Board Chairman and other appropriate officers of the County for the execution and delivery of the loan agreement; and authorize all necessary budget amendments. OBJECTIVE: Approve all loan documents to refund outstanding Special Obligation Revenue Bonds, Series 2010 for net present value interest savings. CONSIDERATIONS: Since 2010, the County has aggressively restructured its debt portfolio in the interest of reducing the cost of financing. Since the restructuring initiative began, net present value savings within the general governmental debt portfolio has amounted to $25.7 million. Current U.S. Senate and House versions of tax reform eliminate the ability of local governments to advance refund debt on a tax-exempt basis. Most of the County’s debt restructuring since 2010 has been through advance refundings. The elimination of advance refundings will not take effect until January1, 2018. The finance team evaluated the portfolio for any final opportunities where net present value could be achieved in this continued historically low interest rate environment. Attached for Board consideration are the plan of finance and required loan documents to refinance up to $45 million in outstanding Special Obligation Revenue Bonds, Series 2010. This refinancing was procured through a request for quotes document submitted to interested financial institutions. A competitive term loan/private placement process was selected over a public debt offering to expedite the debt sale knowing that a closing would be required before year end and with the understanding that closing costs would be minimized. Two financial institutions, Pinnacle Public Finance, Inc. and Capital One Public Funding submitted quotes. The plan of finance prepared by the County’s independent financial advisor - PFM Financial Advisors, LLC. - provided the salient points for consideration by the County’s Finance Committee. FINANCE COMMITTEE RECOMMENDATION: Members of the County’s Finance Committee after considering the plan of finance voted unanimously in recommending that the Board accept the proposal of Pinnacle Public Finance, Inc. for the Series 2017 Note in an amount up to $45 million to refinance the outstanding Series 2010 Bonds for net present value savings. FISCAL IMPACT: Net present value (NPV) savings over the remaining 17-year life of the Series 2010 Bonds is estimated to total $2.7 million or 6.5% which is higher than the Debt Management Policy recommended threshold of 5% NPV savings. Anticipated cash flow savings amounts to approximately $3.4 million over the remaining life of the issue or $200,000 annually. The interest rate quoted by Pinnacle Public Finance, Inc. will be held until closing which will occur prior to December 31, 2017. GROWTH MANAGEMENT IMPACT: None LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for approval. -JAK 12/12/2017 RECOMMENDATION: That a resolution accepting a proposal of Pinnacle Public Finance, Inc. to provide the County with a term loan in order to refund a portion of the County’s Special Obligation Revenue Bonds, Series 2010 for net present value interest savings; approving the form of a loan agreement; authorizing the issuance of a special obligation refunding revenue note, series 2017 in the aggregate principal amount of not to exceed $45,000,000; authorizing the repayment of such note from a covenant to budget and appropriate legally available non ad valorem revenues; delegating certain authority to the Board Chairman and other appropriate officers of the County for the execution and delivery of the loan agreement and authorize all necessary budget amendments. Prepared by: Mark Isackson, Director of Corporate Financial and Management Services, Office of Management and Budget ATTACHMENT(S) 1. Collier 2017 SO Refunding Plan of Finance (PDF) 2. Authorizing Resolution (PDF) 3. Exhibit A (Pinnacle Proposal) (PDF) 4. Exhibit B (Loan Agreement) (PDF) 5. Exhibit C (Escrow Deposit Agreement) (PDF) 12/12/2017 COLLIER COUNTY Board of County Commissioners Item Number: 11.J Doc ID: 4292 Item Summary: Recommendation to adopt a resolution accepting a proposal of Pinnacle Public Finance, Inc. to provide the County with a term loan in order to refund a portion of the County’s Special Obligation Revenue Bonds, Series 2010 for net present value interest savings; approving the form of a loan agreement; authorizing the issuance of a Special Obligation Refunding Revenue Note, Series 2017 in the aggregate principal amount of not to exceed $45,000,000; authorizing the repayment of such note from a covenant to budget and appropriate legally available non ad valorem revenues; delegating certain authority to the Board Chairman and other appropriate officers of the County for the execution and delivery of the loan agreement; and authorize all necessary budget amendments. (Mark Isackson, Director of Corporate Financial and Management Services) Meeting Date: 12/12/2017 Prepared by: Title: Operations Coordinator – Office of Management and Budget Name: Valerie Fleming 12/05/2017 10:45 AM Submitted by: Title: Operations Coordinator – Office of Management and Budget Name: Valerie Fleming 12/05/2017 10:45 AM Approved By: Review: Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 12/05/2017 10:45 AM Budget and Management Office Mark Isackson Additional Reviewer Completed 12/05/2017 11:13 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 12/06/2017 7:28 AM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 12/06/2017 9:16 AM Board of County Commissioners MaryJo Brock Meeting Pending 12/12/2017 9:00 AM 255 Alhambra Circle Suite 404 Coral Gables, FL 33134 305 448-6992 305 448-7131 fax www.pfm.com November 27, 2017 Memorandum – Plan of Finance To: Collier County, Florida From: PFM Financial Advisors LLC Re: 2017 Special Obligation Refunding Note – Plan of Finance 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 2017 Bank Note. PFM, working alongside County officials, continually evaluates the County’s existing debt portfolio for opportunities to reduce debt service costs. One such opportunity is refinancing the outstanding Special Obligation Revenue Bonds, Series 2010 (the “Series 2010 Bonds”) in the presently attractive interest rate environment. The total outstanding amount of the Series 2010 Bonds is approximately $41 million maturing in years 2021-2034. The call date of the outstanding Series 2010 Bonds is July 1, 2020 and they are currently allowed to be advance refunded on a tax-exempt basis. However, language in both the House and Senate proposed tax reform bills could eliminate the ability for issuers to execute advance refundings (a refunding more than 90 days from the call date) on a tax-exempt basis. Due to this proposed change in tax law, the County has determined that a Bank Note, as opposed to a public bond offering, would best serve the County to implement the plan of finance in the most time and cost effective manner. This determination is based on the desire to: expedite the refinancing and close before January 1, 2018 (which would allow the financing to be tax-exempt); 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 Bank Note prior to its release. The RFQ was then emailed 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 $45 million) and average life (approximately 10.4 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. On November 27th, two (2) 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, Pinnacle Public Finance, Inc.’s (“PPF”) proposal was considered the most attractive. Based on the 3.09% interest rate and a final maturity of 2034, the County is estimated to achieve an All-In True Interest Cost of 3.11%. As of today we anticipate the refunding to result in approximately $2.67 million (6.5%) Net Present Value Savings. On the following page we have included a summary of the anticipated cash flow savings ($3.4 million) that will result from the refunding of the Series 2010 Bonds (please note these may fluctuate depending on the escrow earning’s rate at time of approval). The PPF interest rate is locked through the anticipated closing time for this transaction (expected on or around December 28th). The PPF proposal also provides for future prepayment opportunities of the 2017 Bank Note (1% premium before 2025, and no cost afterwards). Finally, the County’s legal team has reviewed the terms in the PPF proposal and, is satisfied they are consistent with the existing terms and covenants in the County’s prior bond resolution. November 27, 2017 Page 2 of 2 The schedule below shows the County’s expected annual debt service cash flow savings upon completing the 2017 Bank Note. Please feel free to contact us should you have any questions or comments prior to the Commission meeting to approve the transaction. Bond Year Ending Annual Cash Flow Savings 7/1/2018 $104,763 7/1/2019 205,846 7/1/2020 208,880 7/1/2021 207,069 7/1/2022 204,196 7/1/2023 206,827 7/1/2024 208,130 7/1/2025 208,105 7/1/2026 206,707 7/1/2027 205,508 7/1/2028 207,553 7/1/2029 208,972 7/1/2030 209,196 7/1/2031 207,616 7/1/2032 206,176 7/1/2033 204,635 7/1/2034 207,743 Total $3,417,922 Collier County, FL Bank Loan RFP Summary Proposal Requirements Capital One Pinnacle Public Finance Contact Information Jacqueline Bretz, Vice President 275 Broadhollow Road Melville, NY 11747 (631) 457-9582 jaci.bretz@capitalone.com Blair Swain, Senior Vice President 8377 E. Hartford Drive, Suite 115 Scottsdale, AZ 85255 (480) 419-3634 bswain@bankunited.com Not to Exceed Par Amount $45,000,000 $45,000,000 Final Maturity 7/1/2034 7/1/2034 Tax-Exempt Interest Rate Fixed: 3.15%Fixed: 3.09% Interest Rate Formula N/A N/A Rate Locked to Closing, or Date to be set Above rate are valid through December 28, 2017 Above rates are valid through December 31, 2017 Interest Rate Adjustments Subject to adjustment in the event of taxability due to a direct act or omission on the part of the Borrower Gross up in the event the loan becomes taxable due to actions or omissions of the Borrower Prepayment Options No call until July 1, 2025, then in whole at par on any interest payment date Prepayment in Whole: Prepayable on July 1, 2018 - June 30, 2025 in whole any time at 1% penalty. July 1, 2025 thereafter no penalty Prepayment in Part: Prepayable July 1, 2018 in part one- time per year on a payment date in minimum amount of $250,000 and maximum of $4 million plus a $500 re-booking fee Legal/Other Fees None $7,500 Other Conditions & Notes 1) Closing is anticipated to take place on December 28, 2017 2) Term sheet shall expire if not accepted by Borrower by December 1, 2017 3) Upon request, Borrower must provide audited financial statements within 270 days of fiscal year end 4) Subject to final credit approval 1) Taxable rate of 4.75% 2) Default rate of 6%, 7% if taxable (subject to negotiation) 3) Lender assumes an Anti-Dilution/Additional Bonds Test will require at least 1.50X coverage (subject to negotiation) 4) Must provide audited financials within 210 days of fiscal year end, and such other financial information reasonably requested (subject to negotiation) 5) May assign, transfer or convey the Loan 6) Subject to final credit approval Special Obligation Refunding Revenue Bond, Series 2017 Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 1 SOURCES AND USES OF FUNDS Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Dated Date 12/28/2017 Delivery Date 12/28/2017 Sources: Bond Proceeds: Par Amount 43,815,000.00 Other Sources of Funds: Sinking Fund Interest 892,725.31 44,707,725.31 Uses: Refunding Escrow Deposits: Cash Deposit 907,856.90 SLGS Purchases 43,723,131.00 44,630,987.90 Delivery Date Expenses: Cost of Issuance 76,361.25 Other Uses of Funds: Additional Proceeds 376.16 44,707,725.31 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 2 BOND SUMMARY STATISTICS Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Dated Date 12/28/2017 Delivery Date 12/28/2017 First Coupon 07/01/2018 Last Maturity 07/01/2034 Arbitrage Yield 3.089977% True Interest Cost (TIC) 3.089977% Net Interest Cost (NIC) 3.090000% All-In TIC 3.110207% Average Coupon 3.090000% Average Life (years) 10.370 Duration of Issue (years) 8.758 Par Amount 43,815,000.00 Bond Proceeds 43,815,000.00 Total Interest 14,039,496.11 Net Interest 14,039,496.11 Total Debt Service 57,854,496.11 Maximum Annual Debt Service 3,847,115.00 Average Annual Debt Service 3,504,563.12 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 43,815,000.00 100.000 3.090% 10.370 37,637.45 43,815,000.00 10.370 37,637.45 All-In Arbitrage TIC TIC Yield Par Value 43,815,000.00 43,815,000.00 43,815,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -76,361.25 - Other Amounts Target Value 43,815,000.00 43,738,638.75 43,815,000.00 Target Date 12/28/2017 12/28/2017 12/28/2017 Yield 3.089977% 3.110207% 3.089977% Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 3 SUMMARY OF REFUNDING RESULTS Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Dated Date 12/28/2017 Delivery Date 12/28/2017 Arbitrage yield 3.089977% Escrow yield 1.798615% Value of Negative Arbitrage 1,321,401.07 Bond Par Amount 43,815,000.00 True Interest Cost 3.089977% Net Interest Cost 3.090000% Average Coupon 3.090000% Average Life 10.370 Par amount of refunded bonds 41,110,000.00 Average coupon of refunded bonds 4.588598% Average life of refunded bonds 10.688 PV of prior debt to 12/28/2017 @ 3.089977% 47,385,693.97 Net PV Savings 2,678,344.82 Percentage savings of refunded bonds 6.515069% Percentage savings of refunding bonds 6.112849% Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 4 SUMMARY OF BONDS REFUNDED Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Maturity Interest Par Call Call Bond Date Rate Amount Date Price Special Obligation Bonds, Series 2010: SERIALS 07/01/2021 3.375% 2,235,000.00 07/01/2020 100.000 07/01/2022 4.000% 2,310,000.00 07/01/2020 100.000 07/01/2023 4.000% 2,405,000.00 07/01/2020 100.000 07/01/2024 4.000% 2,500,000.00 07/01/2020 100.000 07/01/2025 4.000% 2,600,000.00 07/01/2020 100.000 07/01/2026 4.125% 2,705,000.00 07/01/2020 100.000 07/01/2027 4.125% 2,815,000.00 07/01/2020 100.000 07/01/2028 4.250% 2,930,000.00 07/01/2020 100.000 07/01/2029 4.375% 3,055,000.00 07/01/2020 100.000 07/01/2030 4.500% 3,190,000.00 07/01/2020 100.000 TERM 07/01/2031 5.000% 3,330,000.00 07/01/2020 100.000 07/01/2032 5.000% 3,500,000.00 07/01/2020 100.000 07/01/2033 5.000% 3,675,000.00 07/01/2020 100.000 07/01/2034 5.000% 3,860,000.00 07/01/2020 100.000 41,110,000.00 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 5 SAVINGS Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Present Value Prior Prior Prior Refunding to 12/28/2017 Date Debt Service Receipts Net Cash Flow Debt Service Savings @ 3.0899770% 07/01/2018 1,815,712.50 892,725.31 922,987.19 818,224.11 104,763.08 103,144.84 07/01/2019 1,815,712.50 1,815,712.50 1,609,866.50 205,846.00 199,978.26 07/01/2020 1,815,712.50 1,815,712.50 1,606,832.50 208,880.00 196,806.14 07/01/2021 4,050,712.50 4,050,712.50 3,843,644.00 207,068.50 189,293.03 07/01/2022 4,050,281.26 4,050,281.26 3,846,085.00 204,196.26 181,089.64 07/01/2023 4,052,881.26 4,052,881.26 3,846,054.00 206,827.26 177,762.49 07/01/2024 4,051,681.26 4,051,681.26 3,843,551.00 208,130.26 173,374.99 07/01/2025 4,051,681.26 4,051,681.26 3,843,576.00 208,105.26 168,027.33 07/01/2026 4,052,681.26 4,052,681.26 3,845,974.50 206,706.76 161,778.28 07/01/2027 4,051,100.00 4,051,100.00 3,845,592.00 205,508.00 155,874.94 07/01/2028 4,049,981.26 4,049,981.26 3,842,428.50 207,552.76 152,520.83 07/01/2029 4,050,456.26 4,050,456.26 3,841,484.00 208,972.26 148,757.27 07/01/2030 4,051,800.00 4,051,800.00 3,842,604.00 209,196.00 144,234.48 07/01/2031 4,048,250.00 4,048,250.00 3,840,634.00 207,616.00 138,622.43 07/01/2032 4,051,750.00 4,051,750.00 3,845,574.00 206,176.00 133,209.20 07/01/2033 4,051,750.00 4,051,750.00 3,847,115.00 204,635.00 127,909.23 07/01/2034 4,053,000.00 4,053,000.00 3,845,257.00 207,743.00 125,585.29 62,165,143.82 892,725.31 61,272,418.51 57,854,496.11 3,417,922.40 2,677,968.66 Savings Summary PV of savings from cash flow 2,677,968.66 Plus: Refunding funds on hand 376.16 Net PV Savings 2,678,344.82 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 6 BOND PRICING Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Maturity Bond Component Date Amount Rate Yield Price Bond Component: 07/01/2018 130,000 3.090% 3.090% 100.000 07/01/2019 260,000 3.090% 3.090% 100.000 07/01/2020 265,000 3.090% 3.090% 100.000 07/01/2021 2,510,000 3.090% 3.090% 100.000 07/01/2022 2,590,000 3.090% 3.090% 100.000 07/01/2023 2,670,000 3.090% 3.090% 100.000 07/01/2024 2,750,000 3.090% 3.090% 100.000 07/01/2025 2,835,000 3.090% 3.090% 100.000 07/01/2026 2,925,000 3.090% 3.090% 100.000 07/01/2027 3,015,000 3.090% 3.090% 100.000 07/01/2028 3,105,000 3.090% 3.090% 100.000 07/01/2029 3,200,000 3.090% 3.090% 100.000 07/01/2030 3,300,000 3.090% 3.090% 100.000 07/01/2031 3,400,000 3.090% 3.090% 100.000 07/01/2032 3,510,000 3.090% 3.090% 100.000 07/01/2033 3,620,000 3.090% 3.090% 100.000 07/01/2034 3,730,000 3.090% 3.090% 100.000 43,815,000 Dated Date 12/28/2017 Delivery Date 12/28/2017 First Coupon 07/01/2018 Par Amount 43,815,000.00 Original Issue Discount Production 43,815,000.00 100.000000% Underwriter's Discount Purchase Price 43,815,000.00 100.000000% Accrued Interest Net Proceeds 43,815,000.00 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 7 BOND DEBT SERVICE Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Period Ending Principal Coupon Interest Debt Service 07/01/2018 130,000 3.090% 688,224.11 818,224.11 07/01/2019 260,000 3.090% 1,349,866.50 1,609,866.50 07/01/2020 265,000 3.090% 1,341,832.50 1,606,832.50 07/01/2021 2,510,000 3.090% 1,333,644.00 3,843,644.00 07/01/2022 2,590,000 3.090% 1,256,085.00 3,846,085.00 07/01/2023 2,670,000 3.090% 1,176,054.00 3,846,054.00 07/01/2024 2,750,000 3.090% 1,093,551.00 3,843,551.00 07/01/2025 2,835,000 3.090% 1,008,576.00 3,843,576.00 07/01/2026 2,925,000 3.090% 920,974.50 3,845,974.50 07/01/2027 3,015,000 3.090% 830,592.00 3,845,592.00 07/01/2028 3,105,000 3.090% 737,428.50 3,842,428.50 07/01/2029 3,200,000 3.090% 641,484.00 3,841,484.00 07/01/2030 3,300,000 3.090% 542,604.00 3,842,604.00 07/01/2031 3,400,000 3.090% 440,634.00 3,840,634.00 07/01/2032 3,510,000 3.090% 335,574.00 3,845,574.00 07/01/2033 3,620,000 3.090% 227,115.00 3,847,115.00 07/01/2034 3,730,000 3.090% 115,257.00 3,845,257.00 43,815,000 14,039,496.11 57,854,496.11 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 8 BOND DEBT SERVICE Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Period Annual Ending Principal Coupon Interest Debt Service Debt Service 07/01/2018 130,000 3.090% 688,224.11 818,224.11 818,224.11 01/01/2019 674,933.25 674,933.25 07/01/2019 260,000 3.090% 674,933.25 934,933.25 1,609,866.50 01/01/2020 670,916.25 670,916.25 07/01/2020 265,000 3.090% 670,916.25 935,916.25 1,606,832.50 01/01/2021 666,822.00 666,822.00 07/01/2021 2,510,000 3.090% 666,822.00 3,176,822.00 3,843,644.00 01/01/2022 628,042.50 628,042.50 07/01/2022 2,590,000 3.090% 628,042.50 3,218,042.50 3,846,085.00 01/01/2023 588,027.00 588,027.00 07/01/2023 2,670,000 3.090% 588,027.00 3,258,027.00 3,846,054.00 01/01/2024 546,775.50 546,775.50 07/01/2024 2,750,000 3.090% 546,775.50 3,296,775.50 3,843,551.00 01/01/2025 504,288.00 504,288.00 07/01/2025 2,835,000 3.090% 504,288.00 3,339,288.00 3,843,576.00 01/01/2026 460,487.25 460,487.25 07/01/2026 2,925,000 3.090% 460,487.25 3,385,487.25 3,845,974.50 01/01/2027 415,296.00 415,296.00 07/01/2027 3,015,000 3.090% 415,296.00 3,430,296.00 3,845,592.00 01/01/2028 368,714.25 368,714.25 07/01/2028 3,105,000 3.090% 368,714.25 3,473,714.25 3,842,428.50 01/01/2029 320,742.00 320,742.00 07/01/2029 3,200,000 3.090% 320,742.00 3,520,742.00 3,841,484.00 01/01/2030 271,302.00 271,302.00 07/01/2030 3,300,000 3.090% 271,302.00 3,571,302.00 3,842,604.00 01/01/2031 220,317.00 220,317.00 07/01/2031 3,400,000 3.090% 220,317.00 3,620,317.00 3,840,634.00 01/01/2032 167,787.00 167,787.00 07/01/2032 3,510,000 3.090% 167,787.00 3,677,787.00 3,845,574.00 01/01/2033 113,557.50 113,557.50 07/01/2033 3,620,000 3.090% 113,557.50 3,733,557.50 3,847,115.00 01/01/2034 57,628.50 57,628.50 07/01/2034 3,730,000 3.090% 57,628.50 3,787,628.50 3,845,257.00 43,815,000 14,039,496.11 57,854,496.11 57,854,496.11 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 9 ESCROW REQUIREMENTS Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Period Principal Ending Interest Redeemed Total 01/01/2018 907,856.25 907,856.25 07/01/2018 907,856.25 907,856.25 01/01/2019 907,856.25 907,856.25 07/01/2019 907,856.25 907,856.25 01/01/2020 907,856.25 907,856.25 07/01/2020 907,856.25 41,110,000.00 42,017,856.25 5,447,137.50 41,110,000.00 46,557,137.50 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 10 ESCROW DESCRIPTIONS Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Type of Type of Maturity First Int Par Max Security SLGS Date Pmt Date Amount Rate Rate Dec 28, 2017: SLGS Certificate 07/01/2018 07/01/2018 507,717 1.440% 1.440% SLGS Note 01/01/2019 07/01/2018 519,858 1.610% 1.610% SLGS Note 07/01/2019 07/01/2018 524,043 1.680% 1.680% SLGS Note 01/01/2020 07/01/2018 528,445 1.750% 1.750% SLGS Note 07/01/2020 07/01/2018 41,643,068 1.800% 1.800% 43,723,131 SLGS Summary SLGS Rates File 27NOV17 Total Certificates of Indebtedness 507,717.00 Total Notes 43,215,414.00 Total original SLGS 43,723,131.00 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 11 ESCROW COST Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Type of Maturity Par Total Security Date Amount Rate Cost SLGS 07/01/2018 507,717 1.440% 507,717.00 SLGS 01/01/2019 519,858 1.610% 519,858.00 SLGS 07/01/2019 524,043 1.680% 524,043.00 SLGS 01/01/2020 528,445 1.750% 528,445.00 SLGS 07/01/2020 41,643,068 1.800% 41,643,068.00 43,723,131 43,723,131.00 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost 12/28/2017 43,723,131 907,856.90 44,630,987.90 43,723,131 907,856.90 44,630,987.90 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 12 ESCROW CASH FLOW Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Net Escrow Date Principal Interest Receipts 07/01/2018 507,717.00 400,138.71 907,855.71 01/01/2019 519,858.00 387,998.32 907,856.32 07/01/2019 524,043.00 383,813.46 907,856.46 01/01/2020 528,445.00 379,411.50 907,856.50 07/01/2020 41,643,068.00 374,787.61 42,017,855.61 43,723,131.00 1,926,149.60 45,649,280.60 Escrow Cost Summary Purchase date 12/28/2017 Purchase cost of securities 43,723,131.00 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 13 ESCROW SUFFICIENCY Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 12/28/2017 907,856.90 907,856.90 907,856.90 01/01/2018 907,856.25 -907,856.25 0.65 07/01/2018 907,856.25 907,855.71 -0.54 0.11 01/01/2019 907,856.25 907,856.32 0.07 0.18 07/01/2019 907,856.25 907,856.46 0.21 0.39 01/01/2020 907,856.25 907,856.50 0.25 0.64 07/01/2020 42,017,856.25 42,017,855.61 -0.64 46,557,137.50 46,557,137.50 0.00 Note: *Preliminary Numbers for discussion purposes only. Nov 27, 2017 12:09 pm Prepared by Public Financial Management, Inc. Page 14 ESCROW STATISTICS Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 ---- PRELIMINARY NUMBERS (Pinnacle Bank Loan 3.09%) 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 892,725.31 892,497.22 228.09 BP 43,738,262.59 2.385 1.798615% 1.798615% 42,416,857.62 1,321,401.07 3.90 44,630,987.90 43,309,354.84 1,321,401.07 231.99 Delivery date 12/28/2017 Arbitrage yield 3.089977% Note: *Preliminary Numbers for discussion purposes only. RESOLUTION NO. 240-17 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA ACCEPTING A PROPOSAL OF PINNACLE PUBLIC FINANCE, INC. TO PROVIDE THE COUNTY WITH A TERM LOAN IN ORDER TO REFUND THE COUNTY'S OUTSTANDING SERIES 2010 BONDS; APPROVING THE FORM OF A LOAN AGREEMENT; AUTHORIZING THE ISSUANCE OF A PROMISSORY NOTE PURSUANT TO SUCH LOAN AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $45,000,000 IN ORDER TO EVIDENCE SUCH LOAN; AUTHORIZING THE REPAYMENT OF SUCH NOTE FROM A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON-AD VALOREM REVENUES; DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN, THE COUNTY MANAGER, AND OTHER OFFICERS OF THE COUNTY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF THE LOAN AGREEMENT, PROMISSORY NOTE AND VARIOUS OTHER DOCUMENTS WITH RESPECT THERETO; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND THE APPOINTMENT OF AN ESCROW AGENT THERETO; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: SECTION 1. DEFINITIONS. When used in this Resolution, capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement (as defined herein), unless the context clearly indicates a different meaning. "Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and other applicable provisions of law. "Board" shall mean the Board of County Commissioners of Collier County, Florida. "Chairman" shall mean the Chairman of the Board or, in her or his absence or unavailability, the Vice Chairman of the Board. "Clerk" shall mean the Clerk of the Circuit Court of Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners of the Collier County, Florida and such other person as may be duly authorized to act on her or his behalf, including any Deputy Clerk. 2 "County" or "Issuer" shall mean Collier County, Florida. "County Manager" shall mean the County Manager of the Issuer or, in his or her absence or unavailability, any Assistant County Manager or a designee of the County Manager. "Escrow Agent" shall mean Regions Bank, Jacksonville Florida, and its successors and assigns. "Escrow Agreement" shall mean the Escrow Deposit Agreement to be executed between the Issuer and the Escrow Agent in connection with the refunding of the Refunded Bonds, the form of which is attached hereto as Exhibit C. "Federal Securities" shall mean non-callable direct obligations of the United States of America (including obligations issued or held in book -entry form on the books of the Department of Treasury) or non-callable obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. "Financial Advisor" means PFM Financial Advisors, LLC, and its successors and assigns. "Loan Agreement" shall mean the Loan Agreement to be executed between the initial Noteholder and the County, which shall be substantially in the form attached hereto as Exhibit B. "Non-Ad Valorem Revenues" shall have the meaning assigned such term in the Loan Agreement. "Noteholder" or "Holder" or "holder" or any similar term, when used with reference to a Note, shall mean Pinnacle Public Finance, Inc., and its successors and assigns. "Refunded Bonds" shall mean that portion of the outstanding Series 2010 Bonds which mature on or after July 1, 2021. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "Series 2010 Bonds" shall mean Collier County, Florida Special Obligation Revenue Bonds, Series 2010. "Series 2017 Note" shall mean Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017, as such Series 2017 Note is more particularly described in the Loan Agreement. 3 The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. The Issuer has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the Act and to carry out and effectuate the plan and purpose of the Act, and that the powers of the Issuer herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the Issuer. SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Series 2017 Note by the Noteholder, the provisions of this Resolution shall be a part of the contract of the County with the Noteholder, and shall be deemed to be and shall constitute a contract between the County and the Noteholder. The provisions, covenants and agreements in this Resolution set forth to be performed by or on behalf of the County shall be for the benefit, protection and security of the Noteholder. SECTION 4. FINDINGS. It is hereby ascertained, determined and declared that: (A) The County previously issued the Refunded Bonds to finance and refinance various capital improvements within the County. (B) The County has been advised by its Financial Advisor that it can achieve certain net present value debt service savings by refunding the Refunded Bonds. (C) The County has been advised by its Financial Advisor that the most efficient and cost-effective method of refunding the Refunded Bonds is through the issuance of the Series 2017 Note pursuant to the Loan Agreement. (D) The County's Financial Advisor solicited proposals from various financial institutions to provide a loan to refund the Refunded Bonds. 4 (E) The Noteholder submitted its proposal to provide the County with a term loan to refund the Refunded Bonds, which proposal was the most favorable proposal received by the County and is attached hereto as Exhibit A. (F) A portion of the proceeds derived from the sale of the Note, together with other legally available moneys of the Issuer, shall be deposited to a special escrow deposit trust fund to purchase Federal Securities which shall be sufficient, together with the investment earnings therefrom and a cash deposit, if any, to pay the Refunded Bonds as the same become due and payable or are redeemed prior to maturity, all as provided herein and in the Escrow Agreement. (G) The Series 2017 Note shall be repaid solely from the Non-Ad Valorem Revenues in the manner and to the extent set forth herein and in the Loan Agreement and the ad valorem taxing power of the County will never be necessary or authorized to pay said amounts. (H) Due to the potential volatility of the market for tax-exempt obligations such as the Series 2017 Note and the complexity of the transactions relating to such Series 2017 Note, it is in the best interest of the County to issue the Series 2017 Note by a negotiated sale to the Noteholder, allowing the County to sell and issue the Series 2017 Note at the most advantageous time, rather than at a specified advertised date, thereby permitting the County to obtain the best possible price, terms and interest rate for the Series 2017 Note. SECTION 5. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. The advance refunding of the Refunded Bonds in order to achieve net present value debt service savings is hereby authorized. SECTION 6. ACCEPTANCE OF PROPOSAL. The County hereby accepts the proposal of the Noteholder to provide the County with a term loan to refund the Refunded Bonds, a copy of which proposal is attached hereto as Exhibit A. The County Manager is hereby authorized to execute and deliver any documents required to formally accept such proposal and the terms thereof. All actions taken by such officers or their designees and the Financial Advisor with respect to such proposal prior to the date hereof are hereby authorized and ratified. To the extent of any c onflict between the provisions of this Resolution or the Loan Agreement and the proposal, the provisions of this Resolution and the Loan Agreement shall prevail. SECTION 7. APPROVAL OF FORM OF LOAN AGREEMENT AND SERIES 2017 NOTE. The County hereby approves a term loan from the Noteholder in the principal amount of not to exceed $45,000,000. The terms and provisions of the Loan Agreement in substantially the form attached hereto as Exhibit A are hereby approved, with such changes, insertions and additions as the Chairman may approve. The County hereby authorizes the Chairman to execute and deliver, and the Clerk to attest and affix 5 the County seal to, the Loan Agreement substantially in the form attached hereto as Exhibit B, with such changes, insertions and additions as the Chairman may approve, her execution thereof being conclusive evidence of such approval. In order to evidence the loan under the Loan Agreement, it is necessary to provide for the execution of the Series 2017 Note. The Chairman and the Clerk are authorized to execute and deliver the Series 2017 Note substantially in the form attached to the Loan Agreement as Exhibit A with such changes, insertion and additions as they may approve, their execution thereof being evidence of such approval. SECTION 8. LIMITED OBLIGATION. The obligation of the County to repay the Series 2017 Note is a limited and special obligation payable from Non-Ad Valorem Revenues solely in the manner and to the extent set forth in the Loan Agreement and shall not be deemed a pledge of the faith and credit or taxing power of the County and such obligation shall not create a lien on any property whatsoever of or in the County. The Non-Ad Valorem Revenues shall consist of legally available Non-Ad Valorem Revenues budgeted and appropriated by the Board to pay debt service on the Series 2017 Note, all in the manner and to the extent described in the Loan Agreement. SECTION 9. AUTHORIZATION TO EXECUTE ESCROW AGREEMENT. The Issuer hereby authorizes the Chairman to execute and the Clerk to attest the Escrow Agreement and to deliver the Escrow Agreement to Regions Bank, Jacksonville, Florida, which is hereby appointed as Escrow Agent thereunder. All of the provisions of the Escrow Agreement when executed and delivered by the Issuer as authorized herein and when duly authorized, executed and delivered by the Escrow Agent, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein, and the Escrow Agreement shall be in substantially the form attached hereto as Exhibit C, with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Agreement, as may be approved by the Chairman. Execution by the Chairman of the Escrow Agreement shall be deemed to be conclusive evidence of the approval of such changes. SECTION 10. GENERAL AUTHORIZATION. The Chairman, the County Manager and the Clerk are authorized to execute and deliver such documents, instruments and contracts, whether or not expressly contemplated hereby; and the County Attorney and other employees or agents of the County are hereby authorized and directed to do all acts and things required hereby or thereby as may be necessary for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. SECTION 11. REPEAL OF INCONSISTENT DOCUMENTS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. 6 SECTION 12. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. DULY ADOPTED, this 12th day of December, 2017. COLLIER COUNTY, FLORIDA (SEAL) Chairman, Board of County Commissioners ATTESTED: Dwight E. Brock, Clerk By: Deputy Clerk Approved as to Form and Legal Sufficiency: County Attorney EXHIBIT A Pinnacle Public Finance, Inc. Proposal EXHIBIT B Form of Loan Agreement EXHIBIT C Form of Escrow Agreement AM Pinnacle Public Finance A BankUnited Company November 27, 2017 VIA Electronic Mail Mr. Mark Isackson Director of Corporate Financial & Management Services Division Collier County RE: Request for Quotes — Special Obligation Refunding Revenue Bond, Series 2017 Dear Mr. Isackson Pinnacle Public Finance, Inc., a BankUnited Company, is pleased to provide this response to the Collier County Request for Quotes distributed by PFM Financial Advisors LLC., acting as Financial Advisor, to the County. Corporate Overview: In October 2010, BankUnited acquired the municipal finance business from Koch Financial Corporation and now operates it under the name Pinnacle Public Finance, Inc. Pinnacle is headquartered in Scottsdale, Arizona and is a market leader in providing tax-exempt financing directly to its state and local government clients and through its vendor programs and alliances. With more than $6 billion in financing and transactional experience in every state in the U.S., our team has the knowledge and the resources to fund complex programs that require innovative and flexible financing solutions. Since beginning operations as Pinnacle, we have funded more than 1,570 municipal transactions totaling more than $2.45 billion. As Koch Financial Corporation, our group managed a portfolio in excess of $1 billion and 2,600 municipal leases. Given that BankUnited is based in Florida, Pinnacle is strongly committed to meeting the needs of our Florida clients. Members of our team have successfully funded more than 45 transactions totaling nearly $500 million in Florida. Our proposed terms and conditions are as follows: Borrower: Collier County, Florida (`Borrower" or "County") Lender: Pinnacle Public Finance, Inc., a BankUnited Company ("Lender" or "Pinnacle") Financial Advisor: PFM Financial Advisors LLC ("Advisor") Bond Counsel: Nabors, Giblin & Nickerson, PA ("Bond Counsel") Lender's Counsel: Chapman and Cutler LLP ("Lender's Counsel") Issue Type: Municipal loan in the form of a bond (the "Loan"). The registered owner will be Pinnacle Public Finance, Inc. and Pinnacle requests physical delivery of the bond, printed on safety paper, with no CUSIP and no reference to DTC or book - entry only system. Pinnacle prefers the bond be structured as a single term bond with mandatory sinking fund redemptions. Pinnacle Public Finance, Inc. Collier County — Special Obligation Refunding Revenue Bond, Series 2017 November 27, 2017 Page 2 of 5 Transaction Amount: Not to exceed $45,000,000 Purpose: The proceeds will be used to refund the County's callable Special Obligation Revenue Bonds, Series 2010 and to pay costs of issuance. Security: The payment of principal and interest for the Loan will be secured by a covenant to budget and appropriate from all legally available Non Ad -Valorem revenues of the County. Term: The Loan will have a final maturity of July 1, 2034 with an average life of approximately 10.4 years. Interest Rate: 3.09% Interest Rate Expiration: The above rate is valid through December 31, 2017. Projected Funding Date: It is assumed the Loan will fund on or about December 28, 2017. Payment Frequency: Principal will be paid annually each July 1, commencing July 1, 2018. Interest will be paid semi-annually each January 1 and Julyl, commencing July 1, 2018. Debt Service Requirements: Please see the attached Preliminary Debt Service Schedules. Prepayment Terms: Prepayment in Whole Beginning July 1, 2018 and ending June 30, 2025, the Loan is subject to prepayment in whole any time at a price equal to 101% of par plus accrued interest. Beginning July 1, 2025 and thereafter, the Loan is subject to prepayment in whole any time at a price equal to par plus accrued interest. Prepayment in Part Beginning July 1, 2018, the Loan is subject to prepayment in part one-time per year on a payment date in a minimum amount of $250,000 and a maximum amount of $4 million at a price equal to par plus a $500 re -booking fee. Prior to closing, the Lender and City will agree to the method of applying the partial prepayment, i.e. pro rata or inverse order of maturity. Documentation: The Lender assumes all financing documentation will be prepared by Bond Counsel in form and content acceptable to the Lender and Lender's Counsel. Further, it is assumed Bond Counsel will provide, at no cost to the Lender, a validity and tax opinion. This proposal is subject to review and acceptance of all documents by the Lender and Lender's Counsel. Pinnacle Public Finance, Inc. Collier County — Special Obligation Refunding Revenue Bond, Series 2017 November 27, 2017 Page 3 of 5 Requested Provisions: The Lender will require a gross up provision in the event the Loan becomes taxable due to actions or omissions of the Borrower. If the Loan becomes taxable the taxable rate of interest will be 4.75% and will be effective as of the date of a final determination of the Internal Revenue Service or a court of competent jurisdiction or an opinion of a nationally recognized bond counsel selected by the Lender. The Lender assumes customary events of default for a transaction of this nature will be included. The Lender requests a default rate of 6% be included in the transaction with the default rate going to 7% if the obligation has become taxable as described above. Subject to negotiation. The Lender assumes an Anti-Dilution/Additional Bonds Test will require at least 1.50X coverage. Subject to negotiation. The Lender requires the loan documents make no reference to any Uniform Commercial Code Section relating to Investment Securities (i.e. UCC Article 8). The Lender will agree to transfer restrictions stated below in Assignment. Reporting: The Lender will request that the Borrower agree to provide its CAFR within 210 days of the close of each fiscal year. Additionally, the Lender will request that the Borrower agree to provide such other financial information as the Lender may reasonably request, including but not limited to, its annual budget for any prior or current fiscal year or subsequent fiscal years. Subject to negotiation. Assignment: It is our present intention to hold the Loan to maturity; however, the Lender will require that it reserves the right to assign, transfer or convey the Loan (or any interest therein or portion thereof) only to any of its affiliates or to banks, insurance companies or similar financial institutions or their affiliates, including participation arrangements with such entities. Fees/Closing Costs: The Lender proposes the inclusion of up to $7,500 for Lender's Counsel in the costs of issuance. The Borrower will be responsible for any fees or expenses with respect to its (i) issuing costs, (ii) legal counsel (iii) Bond Counsel and (iv) title/registration fees, if any. Pre -Close Requirements: The Lender will require a complete executed copy of the transcript by noon the day prior to funding (a scanned copy is acceptable). Ultimately, the Lender will require a complete transcript with original signatures. IRMA Representation: The Lender requests the Borrower provide a letter confirming the Advisor is acting as Independent Registered Municipal Advisor under the SEC Municipal Advisor Rule. A copy of the requested letter is attached to this proposal as Exhibit A. Pinnacle Public Finance, Inc. Collier County— Special Obligation Refunding Revenue Bond, Series 2017 November 27, 2017 Page 4 of 5 Pinnacle's Role As Lender: The transaction described in this document is an arm's length, commercial transaction between the Borrower and Pinnacle in which: (a) Pinnacle is acting solely as a principal (i.e., as a lender) and for its own interest; (b) Pinnacle is not acting as a municipal advisor or financial advisor to the Borrower; (c) Pinnacle has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the Borrower with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether Pinnacle has provided other services or is currently providing other services to the Borrower on other matters); (d) the only obligations Pinnacle has to the Borrower with respect to this transaction are set forth in the definitive transaction agreements between Pinnacle and the Borrower; and (e) Pinnacle is not recommending that the Borrower take an action with respect to the transaction described in this document, and before taking any action with respect to this transaction, the Borrower should discuss the information contained herein with its own legal, accounting, tax, financial and other advisors, as it deems appropriate. Credit Approval: This proposal is subject to final credit approval by Pinnacle's parent, BankUnited. Please feel free to call me at 480.419.3634 with any questions or further clarification. Thank you for the opportunity to present this proposal. Sincerely Blair Swain Senior Vice President, Direct Markets CC: Sergio Masvidal, Public Financial Management, Inc. Nicklas Rocca, Public Financial Management, Inc. Pinnacle Public Finance, Inc. Collier County — Special Obligation Refunding Revenue Bond, Series 2017 November 27, 2017 Page 5 of 5 Preliminary Debt Service Schedule Totals: $58,102,791.54 $14,097,791.54 $44,005,000.00 Rate 3.0900% $58,102,791.54 12/28/2017 Payment Payment Purchase Outstanding Annual Pmt # Date Amount Interest Principal Price Balance Total 12/28/2017 $44,005,000.00 1 7/1/2018 $826,208.54 $691,208.54 $135,000.00 $44,308,700.00 $43,870,000.00 $826,208.54 2 1/1/2019 $677,791.50 $677,791.50 $0.00 $44,308,700.00 $43,870,000.00 3 7/1/2019 $942,791.50 $677,791.50 $265,000.00 $44,041,050.00 $43,605,000.00 $1,620,583.00 4 1/1/2020 $673,697.25 $673,697.25 $0.00 $44,041,050.00 $43,605,000.00 5 7/1/2020 $948,697.25 $673,697.25 $275,000.00 $43,763,300.00 $43,330,000.00 $1,622,394.50 6 l/l/2021 $669,448.50 $669,448.50 $0.00 $43,763,300.00 $43,330,000.00 7 7/1/2021 $3,189,448.50 $669,448.50 $2,520,000.00 $41218,100.00 $40,810,000.00 $3,858,897.00 8 1/1/2022 $630,514.50 $630,514.50 $0.00 $41,218,100.00 $40,810,000.00 9 7/1/2022 $3,225,514.50 $630,514.50 $2,595,000.00 $38,597,150.00 $38,215,000.00 $3,856,029.00 10 1/1/2023 $590,421.75 $590,421.75 $0.00 $38,597,150.00 $38,215,000.00 11 7/1/2023 $3,270,421.75 $590,421.75 $2,680,000.00 $35,890,350.00 $35,535,000.00 $3,860,843.50 12 1/1/2024 $549,015.75 $549,015.75 $0.00 $35,890,350.00 $35,535,000.00 13 7/1/2024 $3,309,015.75 $549,015.75 $2,760,000.00 $33,102,750.00 $32,775,000.00 $3,858,031.50 14 1%1/2025 $506,373.75 $506,373.75 $0.00 $33,102,750.00 $32,775,000.00 15 7/1/2025 $3,351,373.75 $506,373.75 $2,845,000.00 $29,930,000.00 $29,930,000.00 $3,857,747.50 16 1/1/2026 $462,418.50. $462,418.50 $0.00 $29,930,000.00 $29,930,000.00 17 7/1/2026 $3,397,418.50 $462,418.50 $2,935,000.00 $26,995,000.00 $26,995,000.00 $3,859,837.00 18 1/1/2027 $417,072.75 $417,072.75 $0.00 $26,995,000.00 $26,995,000.00 19 7/1/2027 $3,442,072.75 $417,072.75 $3,025,000.00 $23,970,000.00 $23,970,000.00 $3,859,145.50 20 1/1/2028 $370,336.50 $370,336.50 $0.00 $23,970,000.00 $23,970,000.00 21 7/1/2028 $3,490,336.50 $370,336.50 $3,120,000.00 $20,850,000.00 $20,850,000.00 $3,860,673.00 22 1/1/2029 $322,132.50 $322,132.50 $0.00 $20,850,000.00 $20,850,000.00 23 7/1/2029 $3,537,132.50 $322,132.50 $3,215,000.00. $17,635,000.00 $17,635,000.00 $3,859,265.00 24 1/1/2030 $272,460.75 $272,460.75 $0.00 $17,635,000.00 $17,635,000.00 25 7/1/2030 $3,587,460.75 $272,460.75 $3,315,000.00 .$14,320,000.00 $14,320,000.00 $3,859,921.50 26 1/1/2031 $221,244.00 $221,244.00 $0.00 $14,320,000.00 $14,320,000.00 27 7/1/2031 $3,636,244.00 $221,244.00 $3,415,000.00 $10,905,000.00 $10,905,000.00 $3,857,488.00 28 1/1/2032 $168,482.25 $168,482.25 $0.00 $10,905,000.00 $10,905,000.00 29 7/1/2032 $3,693,482.25 $168,482.25 $3,525,000.00 $7,380,000.00 $7,380,000.00 $3,861,964.50 30 1/1/2033 $114,021.00 $114,021.00 $0.00 $7,380,000.00 $7,380,000.00 31 7/1/2033 $3,749,021.00 $114,021.00 $3,635,000.00 $3,745,000.00 $3,745,000.00 $3,863,042.00 32 1/1/2034 $57,860.25 $57,860.25 $0.00 $3,745,000.00 $3,745,000.00 33 7/1/2034 $3,802,860.25 $57,860.25 $3,745,000.00 $0.00 $0.00 $3,860,720.50 EXHIBIT A IRMA REPRESENTATION LETTER [Date] Pinnacle Public Finance, Inc. 8377 E. Hartford Drive, Suite 115 Scottsdale, Arizona 85255 Attention: Blair Swain Re: Independent Registered Municipal Advisor Representation Dear Mr. Swain: We are writing to provide you with certain representations pursuant to Rule 1513al-1 (the "Municipal Advisor Rule") of the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Act"), regarding our independent registered municipal advisor. Pursuant to paragraph (d)(3)(vi)(B) of the Municipal Advisor Rule, we hereby represent to you that we are represented by, and will rely on the advice of, [name of advisor](the "Advisor ") on all matters relating to [name of specific transaction]. We have been advised by the Advisor that: (i) it has registered as a municipal advisor with the SEC and the Municipal Securities Rulemaking Board; and (ii) the following individuals, each of whom has been employed by the Advisor for at least two years prior to the date of this letter, are the Associated Individuals of the Advisor for its representation of us: [names of Advisor officers and employees].. Capitalized terms used and not defined in this letter have the meanings assigned to them in the Act, the Municipal Advisor Rule and the related guidance of the SEC's Office of Municipal Securities. You may rely on this representation letter until such time as you receive notice from us. Sincerely, [NAME OF MUNICIPAL ENTITY] By Its LOAN AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND PINNACLE PUBLIC FINANCE, INC. DATED AS OF DECEMBER 28, 2017 i TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS ................................................................................... 2 SECTION 1.02. INTERPRETATION .......................................................................... 6 SECTION 1.03. TITLES AND HEADINGS ............................................................... 6 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2017 NOTE SECTION 2.01. REPRESENTATIONS BY THE COUNTY ...................................... 7 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER ................................... 8 SECTION 2.03. TAX COVENANT ............................................................................. 8 SECTION 2.04. SERIES 2017 NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE ......................................................... 8 SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON-AD VALOREM REVENUES ............................................................. 9 SECTION 2.06. PAYMENT COVENANT.................................................................. 9 SECTION 2.07. ANTI-DILUTION .............................................................................. 9 ARTICLE III DESCRIPTION OF SERIES 2017 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2017 NOTE. ............................. 11 SECTION 3.02. OPTIONAL PREPAYMENT. ......................................................... 12 SECTION 3.03. ADJUSTMENT TO INTEREST RATES ........................................ 13 SECTION 3.04. TRANSFER AND ASSIGNMENT. ................................................ 13 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2017 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE .................................................... 15 ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT ................................................................. 16 SECTION 5.02. REMEDIES ...................................................................................... 16 ii ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AGREEMENT ................................................................... 17 SECTION 6.02. COUNTERPARTS........................................................................... 17 SECTION 6.03. SEVERABILITY ............................................................................. 17 SECTION 6.04. TERM OF AGREEMENT ............................................................... 17 SECTION 6.05. NOTICE OF CHANGES IN FACT ................................................. 17 SECTION 6.06. NOTICES ......................................................................................... 17 SECTION 6.07. NO THIRD-PARTY BENEFICIARIES .......................................... 18 SECTION 6.08. APPLICABLE LAW........................................................................ 18 SECTION 6.09. WAIVER OF JURY TRIAL ............................................................ 18 SECTION 6.10. INCORPORATION BY REFERENCE ........................................... 18 EXHIBIT A - FORM OF SERIES 2017 NOTE This LOAN AGREEMENT (the "Agreement") is made and entered into as of December 28, 2017, by and between COLLIER COUNTY, FLORIDA, a political subdivision under the laws of the State of Florida (the "County"), and Pinnacle Public Finance, Inc., a corporation duly organized and existing under the laws of the State of Delaware and authorized to do business in the State of Florida , and its successors and assigns (the "Noteholder"); W I T N E S S E T H: WHEREAS, the County is authorized by provisions of the Florida Constitution, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act") to, among other things, acquire, construct, equip, own, sell, lease, operate and maintain various capital improvements and public facilities to promote the health, welfare and economic prosperity of the residents of the County and to borrow money to finance and refinance the acquisition, construction, equipping and maintenance of such capital improvements and public facilities; and WHEREAS, the County previously issued its Collier County, Florida Special Obligation Revenue Bonds, Series 2010 (the "Series 2010 Bonds") to finance and refinance various capital improvements within the County; and WHEREAS, in order to achieve net present value debt service savings through the advance refunding of a portion of the outstanding Series 2010 Bonds (the "Refunded Bonds"), the financial advisor for the County, PFM Financial Advisors, LLC (the "Financial Advisor"), solicited bids on behalf of the County from various financial institutions to provide a term loan to the County to refund the Refunded Bonds; and WHEREAS, the proposal submitted by the Noteholder was the most favorable proposal received by the County; and WHEREAS, the Noteholder is willing to make a term loan to the County, and the County is willing to incur such term loan, pursuant to the terms and provisions of this Agreement in an aggregate principal amount of $___________ to refund, on an advance basis, the Refunded Bonds. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: 2 ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for all purposes of this Agreement, have the meanings in this Article I specified, unless the context clearly otherwise requires. "Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and other applicable provisions of law. "Agreement" shall mean this Loan Agreement, dated as of December 28, 2017, between the County and the Noteholder and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Authorized Officer" shall mean the Chairman, the County Manager, the Clerk, or each of his or her duly authorized designees. "Board" shall mean the Board of County Commissioners of Collier County, Florida. "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A., Tampa, Florida or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which the Noteholder is authorized or required to be closed. "Capital Projects Funds" shall mean the "Capital Projects Funds" of the County as described and identified in the annual audit. "Chairman" shall mean the Chairman of the Board or, in her or his absence or unavailability, the Vice Chairman of the Board. "Clerk" shall mean the Clerk of the Circuit Court of Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners of the Collier County, Florida and such other person as may be duly authorized to act on her or his behalf, including any Deputy Clerk. "County" shall mean Collier County, Florida. 3 "County Manager" shall mean the County Manager of the County or, in his or her absence or unavailability, any Assistant County Manager or a designee of the County Manager. "Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable rules and regulations. "Counterparty" shall mean the entity entering into a Hedge Agreement with the County. Counterparty would also include any guarantor of such entity's obligations under such Hedge Agreement. "Debt" means at any date (without duplication) all of the following to the extent that they are secured by or payable in whole or in part from any Non-Ad Valorem Revenues (A) all obligations of the County for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (B) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (C) all obligations of the County as lessee under capitalized leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non-Ad Valorem Revenues of the County; provided, however, if with respect to any obligation contemplated in (A), (B), or (C) above, the County has covenanted to budget and appropriate sufficient Non-Ad Valorem Revenues to satisfy such obligation but has not secured such obligation with a lien on or pledge of any Non-Ad Valorem Revenues then, and with respect to any obligation contemplated in (D) above, such obligation shall not be considered "Debt" for purposes of this Resolution unless the County has actually used Non-Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects to use Non-Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding Fiscal Year. After an obligation is considered "Debt" as a result of the proviso set forth in the immediately preceding sentence, it shall continue to be considered "Debt" until the County has not used any Non-Ad Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years. "Default Rate" shall mean the lesser of (A) (i) 6.00% per annum, or (ii) 7.00% per annum if the Series 2017 Note is then bearing interest at the Taxable Rate, or (B) the maximum rate allowable under applicable law. "Determination of Taxability" shall mean the circumstance of interest paid or payable on the Series 2017 Note becoming includable for federal income tax purposes in the gross income of the Noteholder as a consequence of any act or omission of the County. A Determination of Taxability will be deemed to have occurred upon (A) the receipt by the County or the Noteholder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other official letter or correspondence from the Internal Revenue Service which holds that any interest payable on the Series 2017 Note is includable in the gross income of the 4 Noteholder; (B) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on the Series 2017 Note is includable in the gross income of the Noteholder, or (C) receipt by the County or the Noteholder of an opinion of a Bond Counsel that any interest on the Series 2017 Note has become includable in the gross income of the Noteholder for federal income tax purposes. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on the Series 2017 Note is deemed includable in the gross income of the Noteholder. "Fiscal Year" shall mean the 12-month period commencing on October 1 of any year and ending on September 30 of the immediately succeeding year. "Fitch" shall mean Fitch Ratings, and any successors or assigns thereto. "General Fund" shall mean the "General Fund" of the County as described and identified in the annual audit. "General Fund Revenues" shall mean total revenues of the County derived from any source whatsoever and that are allocated to and accounted for in the General Fund as shown in the annual audit. "Governmental Funds" shall mean all of the "governmental funds" of the County as described and identified in the annual audited financial statements of the County for the applicable Fiscal Year. "Governmental Funds Revenues" shall mean total revenues of the County derived from any source whatsoever and that are allocated to and accounted for in the Governmental Funds as shown in the annual audited financial statements of the County for the applicable Fiscal Year. "Hedge Agreement" shall mean an agreement in writing between the County and a Counterparty pursuant to which (1) the County agrees to pay to the Counterparty an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement and (2) the Counterparty agrees to pay to the County an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement. "Hedge Payments" shall mean any amounts payable by the County on the debt or the related notional amount under a Qualified Hedge Agreement; excluding, however, 5 any payments due as a penalty or by virtue of termination of a Qualified Hedge Agreement or any obligation of the County to provide collateral. "Impact Fee Proceeds" shall mean the proceeds of all impact fees levied by the County that are allocated to and accounted for in the Capital Projects Funds as shown in the annual audit. "Interest Rate" shall mean a fixed interest rate equal to 3.09% per annum. The Interest Rate is subject to adjustment pursuant to Section 3.03 hereof. "Maturity Date" shall mean July 1, 2034. "Maximum Annual Debt Service" shall mean the largest aggregate amount of the annual debt service coming due on the Series 2017 Note in any Fiscal Year. "Moody's" shall mean Moody's Investors Service, and any successor or assigns thereto. "MSTD Revenues" shall mean all revenues of the County derived from any source whatsoever and that are allocated to and accounted for in the Unincorporated Area Municipal Services Taxing District Fund as shown in the annual audit. "Non-Ad Valorem Revenues" shall mean all General Fund Revenues and MSTD Revenues, other than revenues generated from ad valorem taxation on real or personal property, and all Impact Fee Proceeds, but only to the extent they are legally available to make the payments required herein. "Noteholder" or "Holder" or "holder" or any similar term, when used with reference to a Note, shall mean Pinnacle Public Finance, Inc., and any successor or assigns thereto. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, governmental entity or other legal entity. "Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to which the County has received written notice from at least two of the Rating Agencies that the rating of the Counterparty is not less than "A." "Rating Agencies" shall mean Fitch, Moody's and Standard and Poor's. "Refunded Bonds" shall mean that portion of the outstanding Series 2010 Bonds which mature on or after October 1, 2021. 6 "Resolution" shall mean Resolution No. ______ adopted by the County on December 12, 2017, which, among other things, authorized the execution and delivery of this Loan Agreement and the issuance of the Series 2017 Note. "Series 2010 Bonds" shall mean Collier County, Florida Special Obligation Revenue Bonds, Series 2010. "Series 2017 Note" shall mean the Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017, authorized to be issued by the Resolution and more particularly described in Article III hereof. "Standard and Poor's" shall mean S & P Global Ratings, a business of Standard & Poor's Financial Services Inc., and any successors and assigns thereto. "State" shall mean the State of Florida. "Taxable Rate" shall mean a fixed interest rate equal to 4.75% per annum. "Tax Certificate" shall mean the Certificate as to Arbitrage and certain Other Tax Matters to be executed by the County in connection with the issuance of the Series 2017 Note, as such Certificate may be amended from time to time. "Unincorporated Area Municipal Services Taxing District Fund" shall mean the "Unincorporated Area Municipal Services Taxing District Fund" of the "Special Revenue Funds" of the County as such Funds are described and identified in the annual audit. SECTION 1.02. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. Any capitalized terms used in this Agreement not herein defined shall have the meaning ascribed to such terms in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. 7 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2017 NOTE SECTION 2.01. REPRESENTATIONS BY THE COUNTY. The County represents, warrants and covenants that: (a) The County is a duly organized and validly existing political subdivision under the Florida Constitution and other laws of the State. Pursuant to the Resolution, the County has duly authorized the execution and delivery of this Agreement, the performance by the County of all of its obligations hereunder, and the issuance of the Series 2017 Note in the aggregate principal amount of $_____________. (b) The County has complied with all of the provisions of the Constitution and laws of the State, including the Act, and has full power and authority to enter into and consummate all transactions contemplated by this Agreement or under the Series 2017 Note, and to perform all of its obligations hereunder and under the Series 2017 Note, and to the best knowledge of the County, the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to which the County is a party or by which the County is bound. (c) The County is duly authorized and entitled to issue the Series 2017 Note and enter the Agreement and, when executed and delivered, the Series 2017 Note and the Agreement will each constitute a legal, valid and binding obligation of the County enforceable in accordance with its respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (d) There are no actions, suits or proceedings pending or, to the best knowledge of the County, threatened against or affecting the County, at law or in equity, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the County to perform the County's obligations under this Agreement or under the Series 2017 Note. (e) The County will furnish to the Noteholder within 210 days after the close of each Fiscal Year a copy of the annual audited financial statements of the County, prepared by a certified public accountant. The County shall also provide the Noteholder with a copy of the annual budget of the County each year and any material amendments thereto within 30 days of the final adoption of such budget or amendment. With reasonable promptness the County shall provide such other data and information as may be reasonably requested by the Noteholder from time to time. 8 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER. The Noteholder hereby represents, warrants and agrees that it is a corporation duly organized and existing under the laws of the State of Delaware, authorized to execute and deliver this Agreement and to perform its obligations hereunder, and such execution and delivery will not constitute a violation of its charter, articles of incorporation or bylaws. Pursuant to the terms and provisions of this Agreement, the Noteholder agrees to provide a term loan to the County as evidenced hereby and by the Series 2017 Note for the purpose of refunding the Refunded Bonds and paying costs relating to the issuance of the Series 2017 Note. SECTION 2.03. TAX COVENANT. (a) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Series 2017 Note, the County shall comply with each requirement of the Code applicable to the Series 2017 Note. In furtherance of the covenant contained in the preceding sentence, the County agrees to continually comply with the provisions of the Tax Certificate, which is incorporated fully by reference herein, as a source of guidance for achieving compliance with the Code. (b) The County shall make any and all rebate payments required to be made to the United States Department of the Treasury in connection with the Series 2017 Note pursuant to Section 148(f) of the Code. (c) So long as necessary in order to maintain the exclusion from gross income of interest on the Series 2017 Note for federal income tax purposes, the covenants contained in this Section shall survive the payment of the Series 2017 Note and the interest thereon, including any payment or defeasance thereof. (d) The County shall not take or permit any action or fail to take any action which would cause the Series 2017 Note to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. SECTION 2.04. SERIES 2017 NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE. The Series 2017 Note, when delivered by the County pursuant to the terms of this Agreement, shall not be or constitute an indebtedness of the County, the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely as herein provided. The Noteholder shall never have the right to compel the exercise of the ad valorem taxing power of the County, or taxation in any form on any property therein to pay the Series 2017 Note or the interest thereon. The Series 2017 Note is a special and limited obligation secured by and payable as to principal and interest from the Non-Ad Valorem Revenues, to the extent and in the manner provided herein. 9 SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON- AD VALOREM REVENUES. The County covenants and agrees to budget and appropriate in its annual budget for each Fiscal Year in which any amounts due hereunder or with respect to the Series 2017 Note remain unpaid or outstanding, by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2017 Note when due. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non-Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Noteholders a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Series 2017 Note, in the manner described herein, Non-Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are legally mandated by applicable law. SECTION 2.06. PAYMENT COVENANT. The County covenants that it shall duly and punctually pay from the Non-Ad Valorem Revenues in accordance with Section 2.05 hereof, the principal of and interest on the Series 2017 Note at the dates and place and in the manner provided herein and in the Series 2017 Note according to the true intent and meaning thereof and all other amounts due under this Agreement. SECTION 2.07. ANTI-DILUTION. During such time as the Series 2017 Note is outstanding hereunder or any amounts due hereunder or with respect to the Series 2017 Note remain unpaid or outstanding, the County agrees and covenants with 10 the Noteholder that (1) Non-Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Series 2017 Note and maximum annual debt service on Debt by at least 1.5x; and (2) projected Maximum Annual Debt Service on the Series 2017 Note and maximum annual debt service for all Debt will not exceed 20% of the aggregate of General Fund Revenues, MSTD Revenues and Impact Fee Proceeds exclusive of (a) ad valorem tax revenues restricted to payment of debt service on any Debt and (b) any proceeds of the Series 2017 Note or Debt. The calculations required by clauses (1) and (2) above shall be determined using the average of actual Non-Ad Valorem Revenues, General Fund Revenues, MSTD Revenues and Impact Fee Proceeds for the prior two Fiscal Years based on the County’s annual audits. For purposes of the calculations required by clauses (1) and (2) above, Maximum Annual Debt Service on the Series 2017 Note and maximum annual debt service on Debt shall be done on an aggregate basis whereby the annual debt service for each is combined and the overall maximum is determined. For the purposes of the covenants contained in this Section 2.07, maximum annual debt service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual maximum annual debt service, and, with respect to Debt which bears interest at a variable interest rate, maximum annual debt service on such Debt shall be determined assuming that interest accrues on such Debt at the current "Bond Buyer Revenue Bond Index" as published in The Bond Buyer no more than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, as defined in the immediately following sentence, maximum annual debt service on such Debt shall be determined assuming such Debt is amortized over 20 years on an approximately level debt service basis. For purposes of the foregoing sentence, "Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures during any one Fiscal Year. In addition, with respect to debt service on any Debt which is subject to a Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time. With respect to debt service on any Debt with respect to which the County elects to receive or is otherwise entitled to receive direct subsidy payments from the United States Department of Treasury, when determining the interest on such Debt for any particular interest payment date the amount of the corresponding subsidy payment shall be deducted from the amount of interest which is due and payable with respect to such Debt on the interest payment date, but only to the extent that the County reasonably believes that it will be in receipt of such subsidy payment on or prior to such interest payment date. [Remainder of page intentionally left blank] 11 ARTICLE III DESCRIPTION OF SERIES 2017 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2017 NOTE. (a) The County hereby authorizes the issuance and delivery of the Series 2017 Note to the Noteholder which Note shall be in an amount equal to __________ AND 00/100 DOLLARS ($__________.__) and shall be designated as the "Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017." The text of the Series 2017 Note shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable to reflect the particular terms of the Series 2017 Note. The provisions of the form of the Series 2017 Note are hereby incorporated in this Agreement. (b) The Series 2017 Note shall be dated the date of its delivery. The Series 2017 Note shall be executed in the name of the County by the manual signature of the Chairman and the official seal of the County shall be affixed thereto and attested by the manual signature of the Clerk. In case any one or more of the officers, who shall have signed or sealed the Series 2017 Note, shall cease to be such officer of the County before the Series 2017 Note so signed and sealed shall have been actually delivered, such Series 2017 Note may nevertheless be delivered as herein provided and may be issued as if the person who signed or sealed such Series 2017 Note had not ceased to hold such office. (c) The Series 2017 Note shall bear interest from its date of issuance at the Interest Rate (calculated on a 30/360 day count basis) as the same may be adjusted pursuant to Section 3.03 hereof. Interest on the Series 2017 Note shall be payable semi- annually on July 1 and January 1 of each year, commencing July 1, 2018 (each an "Interest Payment Date") so long as any amount under the Series 2017 Note remains outstanding. Principal of the Series 2017 Note shall be payable annually on July 1 of each year, commencing July 1, 2018 (each a "Principal Payment Date"), through and including the Maturity Date. The aggregate annual principal and interest payments shall be set forth in the Series 2017 Note. The County Manager is authorized to establish the final debt service schedule with the assistance of the County's Financial Advisor and the agreement of the Noteholder. (d) The Series 2017 Note shall be payable as to principal and interest by bank wire transfer, or in such other manner as is agreed to between the County and the Noteholder in whose name the Series 2017 Note shall be registered on the registration books maintained by the County as of the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding an Interest Payment Date or Principal Payment Date; provided, that the Noteholder shall be required to present and 12 surrender the Series 2017 Note to the County for the final payment of the principal of the Series 2017 Note or shall otherwise provide evidence that such Series 2017 Note has been fully paid and cancelled. Principal of and interest on the Series 2017 Note shall be payable in any coin or currency of the United States of America, which at the time of payment, is legal tender for the payment of public and private debts. The County shall maintain books and records with respect to the identity of the Noteholders, including a complete and accurate record of all assignments of this Agreement and the Series 2017 Note as provided in Section 3.04. (e) Except as otherwise provided herein, the Noteholder shall pay for all of its costs relating to servicing the Series 2017 Note. The County shall pay the fees of the Noteholder's legal counsel in the amount of $7,500.00. SECTION 3.02. OPTIONAL PREPAYMENT. (a) Commencing on July 1, 2018, through and including June 30, 2025, the Series 2017 Note may be prepaid in whole, at the option of the County, from any moneys legally available therefor, upon notice as provided herein, by paying to the Noteholder the principal amount to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, plus a premium equal to 1.00% of the principal amount being prepaid. Commencing July 1, 2025 and thereafter, the Series 2017 Note may be prepaid in whole, at the option of the County, from any moneys legally available therefor, upon notice as provided herein, by paying to the Noteholder the principal amount to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, without premium or penalty. (b) Commencing July 1, 2018 and thereafter, the Series 2017 Note may be prepaid in part, no more than one time per calendar year, on an Interest Payment Date in a minimum principal amount of $250,000 and a maximum principal amount of $4,000,000, at the option of the County, from any moneys legally available therefor, upon notice as provided herein, by paying to the Noteholder the principal amount to be prepaid, together with the unpaid interest accrued on the amount of principal so prepa id to the date of such prepayment, plus a fee of $500. (c) Any prepayment of the Series 2017 Note shall be made on such date as shall be specified by the County in a notice delivered to the Noteholder not less than ten (10) days prior thereto specifying the principal amount of the Series 2017 Note to be prepaid (which shall be the total principal amount to be outstanding on the prepayment date) and the date that shall be the date of such prepayment. Notice having been given as aforesaid, the amount of the outstanding principal of the Series 2017 Note shall become due and payable on the date of prepayment stated in such notice, together with interest accrued and unpaid to the date of prepayment on the principal amount then being paid. If on the date of prepayment moneys for the payment of the principal amount to be prepaid on the Series 2017 Note, together with interest to the date of prepayment on such principal amount, shall have been paid to the Noteholder as above provi ded, then from 13 and after the date of prepayment, interest on such prepaid principal amount of the Series 2017 Note shall cease to accrue. If said money shall not have been so paid on the date of prepayment, such principal amount of the Series 2017 Note shall continue to bear interest until payment thereof at the then applicable Interest Rate. Any such failure to pay the prepayment price shall not constitute an Event of Default hereunder. Any prepayment in part shall be applied to the remaining principal payments in inverse order unless otherwise agreed to between the County and the Noteholder. SECTION 3.03. ADJUSTMENT TO INTEREST RATES. (a) In the event of a Determination of Taxability, the Interest Rate on the Series 2017 Note shall be immediately increased to the Taxable Rate; provided, however, such Taxable Rate shall never exceed the maximum rate allowable by law. Immediately upon a Determination of Taxability and in no event later than thirty (30) days after such Determination of Taxability, the County agrees to pay to the Noteholder, the Additional Amount. "Additional Amount" means (i) the difference between (A) interest on the Series 2017 Note for the period commencing on the earliest date on which the interest on the Series 2017 Note (or portion thereof) is deemed to have lost its tax-exempt status (which may be as early as the date of issuance of the Series 2017 Note) and ending on the effective date of the adjustment of the Interest Rate to the Taxable Rate (the "Prior Taxable Period") at a rate per annum equal to the Taxable Rate and (B) the aggregate amount of interest paid on the Series 2017 Note during the Prior Taxable Period at the Interest Rate applicable to the Series 2017 Note prior to the adjustment to the Taxable Rate, plus (ii) any penalties, fines, fees, costs and interest paid or payable by the Noteholder to the Internal Revenue Service by reason of such Determination of Taxability. (b) Upon the occurrence and continuance of an Event of Default pursuant to Section 5.01 hereof, the Noteholder may adjust the Interest Rate to the Default Rate which shall be effective until such Event of Default has been cured. SECTION 3.04. TRANSFER AND ASSIGNMENT. The Noteholder's right, title and interest in and to the Series 2017 Note and any amounts payable by the County thereunder may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Noteholder, without the necessity of obtaining the consent of the County; provided, that any such assignment, transfer or conveyance shall be made only to (a) affiliates of the Noteholder or (b) banks, insurance companies or their affiliates, provided that any such entity is purchasing the Series 2017 Note for its own account with no present intention to resell or distribute the Series 2017 Note, subject to each investor's right at any time to dispose of the Series 2017 Note as it determines to be in its best interests. Unless to an affiliate controlling, controlled by or under common control with the Noteholder, no assignment, transfer or conveyance permitted by this Section 3.04 shall be effective until the County shall have received a written notice of assignment that discloses the name and address of each such assignee. If the Noteholder notifies the 14 County of its intent to assign and sell its right, title and interest in and to the Series 2017 Note as herein provided, the County agrees that it shall execute and deliver to the assignee Noteholder, a Series 2017 Note in the principal amount so assigned, register ed in the name of the assignee Noteholder, executed and delivered by the County in the same manner as provided herein and with an appendix attached thereto setting forth the amounts to be paid on each principal payment date with respect to such Series 2017 Note. Notwithstanding any other provision of this Section 3.04, there shall never be more than three (3) holders of the Series 2017 Note at any one time and, to the extent there are two (2) or more holders of the Series 2017 Note at any time, such holders shall engage a paying agent and registrar that is reasonably acceptable to the County, the duties of which shall include, but not be limited to, invoicing the County for scheduled payments on the Series 2017 Note, receiving payments from the County, distributing payments to the Noteholders and maintaining registration books with respect to the Series 2017 Note and the holders thereof. The holders of the Series 2017 Note shall pay all costs and expenses of such paying agent and registrar and the County shall have no liability, economic or otherwise, with respect thereto. Nothing contained in this Section 3.04 shall be interpreted to prohibit the Noteholder from selling participations in the Series 2017 Note to any investors meeting the conditions set forth in the immediately preceding paragraph. [Remainder of page intentionally left blank] 15 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2017 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE. In connection with the issuance of the Series 2017 Note, the Noteholder shall not be obligated to purchase the Series 2017 Note pursuant to this Agreement unless at or prior to the issuance thereof the County delivers to the Noteholder the following items in form and substance acceptable to the Noteholder: (a) A fully executed Tax Certificate; (b) A copy of a completed and executed Form 8038-G to be filed with the Internal Revenue Service; (c) An opinion of Bond Counsel addressed to the Noteholder (or addressed to the County with a reliance letter addressed to the Noteholder) in form and substance to the effect that (A) this Agreement and the Series 2017 Note have been duly authorized, executed and delivered by the County and each is an enforceable obligation against the County in accordance with its terms (enforceability of it may be subject to standard bankruptcy exceptions and the like), and (B) interest on the Series 2017 Note shall be excludable from gross income for federal income tax purposes, will not be treated as a preference item for purposes of computing the alternative minimum tax imposed by Section 55 of the Code and is not taken into account in determining the adjusted current earnings for the purpose of computing the alternative minimum tax on certain corporations (as defined for federal tax purposes); and (d) Such additional certificates, instruments and other documents as the Noteholder, Bond Counsel, or the County Attorney may deem necessary or appropriate. [Remainder of page intentionally left blank] 16 ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The County shall fail to make timely payment of principal or interest when due with respect to the Series 2017 Note; (b) Any representation or warranty of the County contained in Article II of this Agreement shall prove to be untrue in any material respect when made; (c) Any covenant of the County contained in this Agreement shall be breached or violated for a period of thirty (30) days after the County receives notice from the Noteholder of such breach or violation, unless the Noteholder shall agree in writing, in its sole discretion, to an extension of such time prior to its expiration; (d) There shall occur the dissolution or liquidation of the County, or the filing by the County of a voluntary petition in bankruptcy, or the commission by the County of any act of bankruptcy, or adjudication of the County as a bankrupt, or assignment by the County for the benefit of its creditors, or appointment of a receiver for the County, or the entry by the County into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the County in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter amended. SECTION 5.02. REMEDIES. If any event of default shall have occurred and be continuing, the Noteholder or any trustee or receiver acting for the Noteholder may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or granted and contained in this Agreement, and may enforce and compel the performance of all duties required by this Agreement or by any applicable statutes to be performed by the County or by any officer thereof, including, but not limited to, specific performance. No remedy herein conferred upon or reserved to the Noteholder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Notwithstanding any other provision hereof, no Noteholder, trustee or receiver shall have the right to declare the Series 2017 Note immediately due and payable. 17 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AGREEMENT. This Agreement shall not be amended, changed or modified without the prior written consent of the Noteholder and the County. SECTION 6.02. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. SECTION 6.03. SEVERABILITY. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. SECTION 6.04. TERM OF AGREEMENT. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as the Series 2017 Note is outstanding. SECTION 6.05. NOTICE OF CHANGES IN FACT. Promptly after the County becomes aware of the same, the County will notify the Noteholder of (a) any change in any material fact or circumstance represented or warranted by the County in this Agreement or in connection with the issuance of the Series 2017 Note, and (b) any default or event which, with notice or lapse of time or both, could become a default under the Agreement, specifying in each case the nature thereof and what action the County has taken, is taking and/or proposed to take with respect thereto. SECTION 6.06. NOTICES. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or certified mail, postage prepaid, to Collier County, Florida, 3301 East Tamiami Trail, Building F, Naples, Florida 34112, Attention: County Manager, and to the Noteholder, Pinnacle Public Finance, Inc., 8377 East Hartford Drive, Suite 115, Scottsdale, Arizona 85255, Attention: Vice President, Operations Manager, or at such other address as shall be furnished in writi ng by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. 18 SECTION 6.07. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the benefit of the County and the Noteholder and their respective successors and assigns, and there shall be no third-party beneficiary with respect thereto. SECTION 6.08. APPLICABLE LAW. The substantive laws of the State of Florida shall govern this Agreement. SECTION 6.09. WAIVER OF JURY TRIAL. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceedings relating to this Agreement. SECTION 6.10. INCORPORATION BY REFERENCE. All of the terms and obligations of the Resolution are hereby incorporated herein by reference as if said Resolution was fully set forth in this Agreement and the Series 2017 Note. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. (SEAL) ATTEST: By:___________________________ Deputy Clerk Approved as to Form and Legal Sufficiency: __________________________ County Attorney COLLIER COUNTY, FLORIDA ___________________________________ Chairman, Board of County Commissioners PINNACLE PUBLIC FINANCE, INC. By:__________________________________ Title: Managing Director/Executive Vice President A-1 EXHIBIT A $__________.__ UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2017 Interest Rate Date of Issuance Final Maturity Date 3.09% December 28, 2017 July 1, 2034 KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida (the "County"), for value received, hereby promises to pay, solely from the Non-Ad Valorem Revenues described in the within mentioned Agreement, to the order of Pinnacle Public Finance, Inc., or its successors or assigns (the "Noteholder"), the principal sum of __________ AND 00/100 DOLLARS ($__________.__) pursuant to that certain Loan Agreement by and between the Noteholder and the County, dated as of December 28, 2017 (the "Agreement"), and to pay interest on such the outstanding principal amount hereof from the Date of Issuance set forth above, or from the most recent date to which interest has been paid, at the Interest Rate per annum (calculated on a 30/360 day count basis) identified above (subject to adjustment as provided in the Agreement) on July 1 and January 1 of each year, commencing on July 1, 2018, so long as any amount under this Note remains outstanding. Principal of this Note shall be payable on July 1 of each year, commencing on July 1, 2018, through and including the Maturity Date identified above. The repayment schedule for this Note is set forth in definitive form on Appendix I attached hereto. The principal and interest on this Note is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note is issued under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 125, Florida Statutes, and other applicable provisions of law, and Resolution No. 2017-____ duly adopted by the County on December 12, 2017 (the "Resolution"), as such Resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of the Resolution and the Agreement. Any capitalized term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Agreement. A-2 This Note is being issued to refund certain outstanding bonds of the County. This Note is payable from the County's covenant to budget and appropriate legally available Non-Ad Valorem Revenues in the manner and to the extent provided and described in the Agreement. This Note shall bear interest at the Interest Rate identified above on a 30/360 day count basis. Such Interest Rate is subject to adjustment as provided in Section 3.03 of the Agreement. The Noteholder shall provide to the County upon request such documentation to evidence the amount of interest due with respect to the Series 2017 Note upon any such adjustment. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. All payments made by the County hereon shall apply first to fees, costs, late charges and accrued interest, and then to the principal amount then due on this Note. Commencing on July 1, 2018, through and including June 30, 2025, th is Note may be prepaid in whole, at the option of the County, from any moneys legally available therefor, upon notice as provided herein, by paying to the Noteholder the principal amount to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, plus a premium equal to 1.00% of the principal amount being prepaid. Commencing July 1, 2025 and thereafter, this Note may be prepaid in whole, at the option of the County, from any moneys legally available therefor, upon notice as provided herein, by paying to the Noteholder the principal amount to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, without premium or penalty. Commencing July 1, 2018 and thereafter, this Note may be prepaid in part no more than one time per calendar year on an Interest Payment Date in a minimum principal amount of $250,000 and a maximum principal amount of $4,000,000, at the option of the County, from any moneys legally available therefor, upon notice as provided herein, by paying to the Noteholder the principal amount to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, plus a fee of $500. Any prepayment of this Note shall be made on such date as shall be specified by the County in a notice delivered to the Noteholder not less than ten (10) days prior thereto specifying the principal amount of this Note to be prepaid (which shall be the total aggregate principal amount to be outstanding on such prepayment date) and the date that shall be the date of such prepayment, all in accordance with the provisions of the A-3 Agreement. All of the prepayment provisions contained in Section 3.02 of the Agreement shall apply with respect to this Note. This Note, when delivered by the County pursuant to the terms of the Agreement and the Resolution, shall not be or constitute an indebtedness of the County or of the State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable from the Non-Ad Valorem Revenues, in the manner and to the extent provided in the Agreement and the Resolution. The Noteholder shall never have the right to compel the exercise of the ad valorem taxing power of the County or the State, or taxation in any form of any property therein to pay the Note or the interest thereon. So long as any of this Note shall remain outstanding, the County shall maintain and keep books for the registration and transfer of this Note. The Noteholder's right, title and interest in and to this Note and any amounts payable by the County hereunder may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Noteholder, without the necessity of obtaining the consent of the County; provided, that any such assignment, transfer or conveyance shall be made only to (a) affiliates of the Noteholder or (b) banks, insurance companies or their affiliates, provided that any such entity is purchasing this Note for its own account with no present intention to resell or distribute this Note, subject to each investor's right at any time to dispose of this Note as it determines to be in its best interests. Unless to an affiliate controlling, controlled by or under common control with the Noteholder, no assignment, transfer or conveyance permitted by the Agreement shall be effective until the County shall have received a written notice of assignment that discloses the name and address of each such assignee. If the Noteholder notifies the County of its intent to assign and sell its right, title and interest in and to th is Note as herein provided, the County agrees that it shall execute and deliver to the assignee Noteholder, a Note in the principal amount so assigned, registered in the name of the assignee Noteholder, executed and delivered by the County in the same manner as provided in the Agreement and with an appendix attached thereto setting forth the amounts to be paid on each principal payment date with respect to such Note. A-4 IN WITNESS WHEREOF, the County caused this Note to be signed by the manual signature of the Chairman and the seal of the County to be affixed hereto or imprinted or reproduced hereon, and attested by the manual signature of the County Clerk, and this Note to be dated the Date of Issuance set forth above. COLLIER COUNTY, FLORIDA (SEAL) By: Chairman, Board of County Commissioners ATTEST: By:___________________________ Secretary APPROVED AS TO FORM AND LEGAL SUFFICIENCY: _______________________________ County Attorney Appendix I Repayment Schedule for the COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2017 Payment Date Principal Interest Annual Debt Service ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT, dated as of December 28, 2017, by and between COLLIER COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County"), and REGIONS BANK, (the "Escrow Agent"), an Alabama banking corporation, having a corporate trust office at 10245 Centurion Parkway, 2nd Floor, Jacksonville, Florida as escrow agent hereunder. WHEREAS, the County has heretofore issued its Collier County, Florida Special Obligation Revenue Bonds, Series 2010 (the "Series 2010 Bonds") pursuant to Resolution No. 2010-124 adopted on June 22, 2010 (collectively, the "Resolution"); and WHEREAS, the County has determined to exercise its option under the Resolution to advance refund that portion of the outstanding Series 2010 Bonds identified on Schedule A attached hereto (the "Refunded Bonds"); and WHEREAS, the County has determined to issue its $__________ aggregate principal amount of Collier County, Florida Special Obligation Refunding Revenue Note, Series 2017 (the "Series 2017 Note") pursuant to Resolution No. 2017-____, adopted by the County on December 12, 2017, a portion of the proceeds of which Series 2017 Note will be used to purchase certain United States Treasury obligations in order to provide payment for the Refunded Bonds and to discharge and satisfy the covenants, agreements, and other obligations of the County under the Resolution in regard to such Refunded Bonds; and WHEREAS, the issuance of the Series 2017 Note, the purchase by the Escrow Agent of the hereinafter defined Escrow Securities, the deposit of such Escrow Securities into an escrow deposit trust fund to be held by the Escrow Agent and the discharge and satisfaction of the covenants, agreements, and other obligations of the County under the Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: SECTION 1. PREAMBLES. The County represents that the recitals stated above are true and correct and incorporated herein. SECTION 2. RECEIPT OF RESOLUTION AND VERIFICATION REPORT. Receipt of a true and correct copy of the above-mentioned Resolution and 2 this Agreement is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Resolution, including but not limited to Article III and Section 8.01 thereto, are incorporated herein by reference. The Escrow Agent also acknowledges receipt of the verification report of __________, dated December 28, 2017 (the "Verification Report"). Reference herein to or citation herein of any provisions of the Resolution or the Verification Report shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. SECTION 3. DISCHARGE OF COVENANTS, AGREEMENTS, AND OTHER OBLIGATIONS OF HOLDERS OF REFUNDED BONDS. The County by this writing exercises its option to cause all covenants, agreements and other obligations of the County to the holders of the Refunded Bonds to cease, terminate and become void and be discharged and satisfied. SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund designated the "Collier County, Florida Special Obligation Revenue Bonds, Series 2010 Escrow Deposit Trust Fund" (the "Escrow Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent as a trust fund for the benefit of the holders of the Refunded Bonds separate and apart from other funds and accounts of the County and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund the sum of $__________ received from proceeds of the Series 2017 Note ("Note Proceeds") and $__________ from other legally available moneys of the County (the "County Moneys"). SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN ESCROW FUND. The County hereby directs and the Escrow Agent represents and acknowledges that, concurrently with the deposit of the Note Proceeds and County Moneys under Section 4 above, it has used $__________ of the Note Proceeds and $__________ of the County Moneys to purchase on behalf of and for the account of the County certain United States Treasury obligations (collectively, together with any other securities which may be on deposit, from time to time, in the Escrow Fund, the "Escrow Securities"), which are described in Schedule B hereto, and the Escrow Agent will deposit such Escrow Securities and $__________ in cash (the "Cash Deposit") in the Escrow Fund. All Escrow Securities shall be noncallable, direct obligations of the United States of America. In the event any of the Escrow Securities described in Schedule B hereto are not available for delivery on December 28, 2017, the Escrow Agent may, at the written direction of the County and with the approval of Bond Counsel, substitute other United States Treasury obligations and shall credit such other obligations to the Escrow Fund and hold such obligations until the aforementioned Escrow Securities have been 3 delivered. Bond Counsel shall, as a condition precedent to giving its approval, require the County to provide it with a revised Verification Report in regard to the adequacy of the Escrow Securities, taking into account the substituted obligations to pay the Refunded Bonds in accordance with the terms hereof. The Escrow Agent shall in no manner be responsible or liable for failure or delay of Bond Counsel or the County to promptly approve the substitutions of other United States Treasury obligations for the Escrow Fund. SECTION 6. SUFFICIENCY OF ESCROW SECURITIES AND THE CASH DEPOSIT. In reliance upon the Verification Report, the County represents that the Cash Deposit and the interest on and the principal amounts successively maturing on the Escrow Securities in accordance with their terms (without consideration of any reinvestment of such maturing principal and interest) are sufficient such that moneys will be available to the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal of, premium, if any, and interest due and to become due on the Refunded Bonds as described in Schedule C attached hereto. If the Escrow Securities and the Cash Deposit shall be insufficient to make such payments, the County shall timely deposit to the Escrow Fund, solely from legally available funds of the County, such additional amounts as may be required to pay the Refunded Bonds as described in Schedule C hereto. Notice of any insufficiency shall be given by the Escrow Agent to the County as promptly as possible, but the Escrow Agent shall in no manner be responsible for the County's failure to make such deposits. SECTION 7. ESCROW SECURITIES AND THE CASH DEPOSIT IN TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Escrow Securities and the Cash Deposit in the Escrow Fund shall constitute an irrevocable deposit of Refunding Securities (as defined in the Resolution) and cash in trust solely for the payment of the principal of, premium, if any, and interest on the Refunded Bonds at such times and in such amounts as set forth in Schedule C hereto, and the principal of and interest earnings on such Escrow Securities and the Cash Deposit shall be used solely for such purpose. SECTION 8. ESCROW AGENT TO PAY REFUNDED BONDS FROM ESCROW FUND. The County hereby directs, and the Escrow Agent hereby agrees, that it will take all actions required to be taken by it under the provisions of the Resolution referenced in this Agreement, including the timely transfer of money to the Paying Agent for the Refunded Bonds (Regions Bank, Orlando, Florida) as provided in the Resolution, in order to effectuate this Agreement and to pay the Refunded Bonds in the amounts and at the times provided in Schedule C hereto. The Escrow Securities and the Cash Deposit shall be used to pay debt service on the Refunded Bonds as they mature or are redeemed prior to maturity. The Refunded Bonds shall be redeemed prior to maturity on July 1, 2020 (the "Redemption Date") at a redemption price equal to 100% of the principal amount of each Refunded Bond, plus interest accrued to the Redemption 4 Date. If any payment date shall be a day on which either the Paying Agent for the Refunded Bonds or the Escrow Agent is not open for the acceptance or delivery of funds, then the Escrow Agent may make payment on the next business day. The liability of the Escrow Agent for the payment of the principal of , premium, if any, and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of the Escrow Securities and the Cash Deposit and the interest earnings thereon available for such purposes in the Escrow Fund. SECTION 9. REINVESTMENT OF MONEYS AND SECURITIES IN ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested, other than the Cash Deposit, only in the Escrow Securities listed in Schedule B hereto and, except as provided in Section 5 hereof and this Section 9, neither the County nor the Escrow Agent shall otherwise invest or reinvest an y moneys in the Escrow Fund. Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent may not sell or otherwise dispose of any or all of the Escrow Securities or the Cash Deposit in the Escrow Fund and reinvest the proceeds thereof in other securities nor may it substitute securities for any of the Escrow Securities, except upon written direction of the County and where, prior to any such reinvestment or substitution, the Escrow Agent has received from the County the following: (a) a written verification report by a firm of independent certified public accountants, of recognized standing, appointed by the County and acceptable to the Escrow Agent, to the effect that after such reinvestment or substitution the principal amount of Escrow Securities, together with the interest thereon and any uninvested cash, will be sufficient to pay the Refunded Bonds as described in Schedule C hereto; and (b) a written opinion of nationally recognized Bond Counsel to the effect that (i) such investment will not cause the Series 2017 Note or the Refunded Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code, as amended, and the regulations promulgated thereunder or otherwise cause the interest on the Refunded Bonds or the Series 2017 Note to be included as gross income for purposes of federal income taxation, and (ii) such investment does not violate any provision of Florida law or of the Resolution. The above-described verification report need not be provided in th e event the County purchases Escrow Securities with the proceeds of maturing Escrow Securities and such purchased Escrow Securities mature on or before the next interest payment date for the Refunded Bonds and have a face amount which is at least equal to the cash amount invested in such Escrow Securities. In the event the above-referenced verification concludes that there are surplus moneys in the Escrow Fund, such surplus moneys shall be released to the County upon its 5 written direction. The Escrow Fund shall continue in effect until the date upon which the Escrow Agent makes the final payment to the Paying Agent for the Refunded Series 2010 Bonds in an amount sufficient to pay the Refunded Series 2010 Bonds as described in Schedule C hereto, whereupon the Escrow Agent shall sell or redeem any Escrow Securities remaining in the Escrow Fund, and shall remit to the County the proceeds thereof, together with all other money, if any, then remaining in the Escrow Fund. SECTION 10. REDEMPTION OF REFUNDED BONDS. The County hereby irrevocably instructs the Escrow Agent to cause the Registrar for the Refunded Bonds (Regions Bank, Orlando, Florida) to give, on behalf of the County, at the appropriate times the notice or notices, if any, required by the Resolution in connection with the redemption of the Refunded Bonds. The Refunded Bonds shall be redeemed on July 1, 2020 at a redemption price equal to 100% of the principal amount thereof, plus accrued interest. SECTION 11. DEFEASANCE NOTICE TO HOLDERS OF REFUNDED BONDS. Concurrently with the deposit of the Escrow Securities set forth in Section 5 hereof, the Refunded Bonds shall be deemed to have been paid within the meaning and with the effect expressed in Section 8.01 of the Resolution. Within 60 days of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the County, shall cause the Paying Agent for the Refunded Bonds (Regions Bank, Orlando, Florida) to mail to the Holders of the Refunded Bonds the appropriate notice in the form provided in Schedule D attached hereto. SECTION 12. ESCROW FUND IRREVOCABLE. The Escrow Fund hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an express lien on all Escrow Securities and the Cash Deposit deposited in the Escrow Fund pursuant to the terms hereof and the interest earnings thereon until paid out, used and applied in accordance with this Agreement and the Resolution. Neither the County nor the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be imposed upon the Escrow Fund. SECTION 13. AMENDMENTS TO AGREEMENT. This Agreement is made for the benefit of the County and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent; provided, however, that the County and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; 6 (b) to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an u nqualified opinion of nationally recognized Bond Counsel with respect to compliance with this Section 13, including the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section 13. SECTION 14. FEES AND EXPENSES OF ESCROW AGENT; INDEMNIFICATION. In consideration of the services rendered by the Escrow Agent under this Agreement, the County agrees to and shall pay to the Escrow Agent the fees and expenses as set forth on Schedule 1 hereto. The Escrow Agent shall have no lien whatsoever upon any of the Escrow Securities in said Escrow Fund for the payment of such proper fees and expenses. The County further agrees to indemnify and save the Escrow Agent harmless, to the extent allowed by law, against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to its negligence or misconduct. Indemnification provided under this Section 14 shall survive the termination of this Agreement. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the County. The Escrow Agent may conclusively rely, as to the correctness of statements, conclusions and opinions therein, upon any certificate, report, opinion or other document furnished to the Escrow Agent pursuant to any provision of this Agreement; the Escrow Agent shall be protected and shall not be liable for acting or proceeding, in good faith, upon such reliance; and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Escrow Agent may consult with counsel, who may be counsel to the County or independent counsel, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance herewith. Prior to retaining such independent counsel, the Escrow Agent shall notify the County of its intention. The Escrow Agent and its successors, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, by reason of the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance 7 and disposition of the various moneys and funds described herein, the purchase, retention or payment, transfer or other application of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement or any nonnegligent act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be liable to the County and to holders of the Refunded Bonds to the extent of their respective damages for negligent or willful acts, omissions or errors of the Escrow Agent which violate or fail to comply with the terms of this Agreement. The duties and obligations of the Escrow Agent shall be determined by the express provisi ons of this Agreement. SECTION 15. REPORTING REQUIREMENTS OF ESCROW AGENT. So long as the Escrow Fund is maintained under this Agreement, the Escrow Agent shall forward in writing to the County a statement in detail of the balance of the Escrow Securities held therein following payments made therefrom on each January 1 or July 1 of that year, whichever is applicable, and the income and maturities thereof, and withdrawals of money from the Escrow Fund, since the last statement furnished pursuant to this Section 15. Such statements shall be provided to the Issuer as soon as practicable following the end of each month in which payments are made with respect to the Refunded Bonds. SECTION 16. RESIGNATION OR REMOVAL OF ESCROW AGENT. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than 60 days' written notice to the County and mailing notice thereof, specifying the date when such resignation will take effect to the holders of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or by the County as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be replaced at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and signed by either the County or the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding. Such instrument shall provide for the appointment of a successor Escrow Agent, which appointment shall occur simultaneously with the removal of the Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the 8 Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such event, the County shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by the County shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The County shall mail notice of any such appointment made by it at the times and in the manner described in the first paragraph of this Section 16. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the County pursuant to the foregoing provisions of this Section 16 within 60 days after written notice of resignation of the Escrow Agent has been given to the County, the holder of any of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall have no further liability hereunder and the County shall indemnify and hold harmless the Escrow Agent, to the extent allowed by law, from any such liability, including costs or expenses incurred by the Escrow Agent or its counsel. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any State, and shall have at the time of appointment capital and surplus of not less than $30,000,000. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the County an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the County execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from the County be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and 9 instruments in writing shall, on request, be executed, acknowledged and delivered by the County. Any corporation into which the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Escrow Agent or any successor to it shall be a party shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 17. TERMINATION OF AGREEMENT. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the County. SECTION 18. GOVERNING LAW. This Agreement shall be governed by the applicable laws of the State of Florida. SECTION 19. SEVERABILITY. If any one or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 20. COUNTERPARTS. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. [Remainder of page intentionally left blank] 10 SECTION 21. NOTICES. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing and sent either by facsimile, overnight express mail with fees prepaid, first class mail with postage prepaid; or hand delivered to the Issuer or the Bank, respectively, at the addresses or facsimile numbers shown below: Regions Bank 10245 Centurion Parkway, 2nd Floor Jacksonville, Florida 32256 Attn: Corporate Trust Department Facsimile: __________ Collier County, Florida Collier County Government Complex 3301 East Tamiami Trail, Building F Naples, FL 34112 Attention: County Manager Facsimile: (239) 252-8588 [Remainder of page intentionally left blank] 11 IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and their seals to be hereunder affixed and attested as of the date first written herein. COLLIER COUNTY, FLORIDA (SEAL) ______________________________________ Chairman, Board of County Commissioners ATTEST: _________________________________ Deputy Clerk Approved as to Form and Legal Sufficiency: County Attorney REGIONS BANK, as Escrow Agent By:__________________________________ __________ SCHEDULE 1 Fees and Expenses of Bank: $__________ One-time Escrow Agent fee payable in advance (incidental expenses included in one-time fee), plus out of pocket expenses at cost. SCHEDULE A DESCRIPTION OF THE REFUNDED BONDS Maturity Principal Interest Rate SCHEDULE B ESCROW SECURITIES SCHEDULE C DISBURSEMENT REQUIREMENTS FOR REFUNDED BONDS SCHEDULE D FORM OF NOTICE OF DEFEASANCE Notice is hereby given pursuant to Resolution No. 2010-124 adopted by the Board of County Commissioners of Collier County, Florida on June 22, 2010 (the "Resolution"), that the Collier County, Florida Special Obligation Revenue Bonds, Series 2010 identified below (the "Refunded Bonds") are deemed to be paid within the meaning of Section 8.01 of the Resolution and shall be secured solely from the irrevocable deposit of U.S. Treasury obligations made by the County with Regions Bank, as Escrow Agent, in accordance with Section 8.01 of the Resolution. Further, the Refunded Bonds shall be redeemed, prior to their respective maturities, on July 1, 2020 (the "Redemption Date") at a redemption price equal to 100% of the principal amount of such Refunded Bonds to be redeemed, together with interest accrued thereon to the Redemption Date. The Refunded Bonds to be defeased and redeemed are: Maturity (July 1) Principal Amount Interest Rate CUSIP No.