Backup Documents 12/12/2017 Item #11J ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 1 J
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Office �K
4. BCC Office Board of County C" b
Commissioners 3.t}is
5. Minutes and Records Clerk of Court's Office 0-1/10- '4;l
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Valerie Fleming,OMB Phone Number 252-8973
Contact/ Department
Agenda Date Item was 12/12/17 Agenda Item Number 11J
Approved by the BCC
Type of Document Resolution—Accepting a proposal of Number of Original161r-+ ys
Attached Pinnacle Public Finance, Inc. Documents Attached 1 m--..ss
PO number or account n/a act*. �
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
I. Does the document require the chairman's original signature? VF
2. Does the document need to be sent to another agency for additional signatures? If yes, VF
provide the Contact Information(Name; Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be VF
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's VF
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the VF
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VF
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip VF
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 12/12/17 and all changes made during VF N/A is not
the meeting have been incorporated in the attached document. The County an option for
Attorney's Office has reviewed the changes,if applicable. sx me.
9. Initials of attorney verifying that the attached document is the version approved by th not
BCC,all changes directed by the BCC have been made,and the document is ready for e an*ion for
Chairman's signature. , tlkrs line.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
11J
MEMORANDUM
Date: December 18, 2017
To: Valerie Fleming, Operations Coordinator
Office of Management & Budget
From: Teresa Cannon, Senior Deputy Clerk
Minutes & Records Department
Re: Resolution 2017-252: Proposal of Pinnacle Public Finance, Inc.
Attached for your records is a certified copy of the resolution referenced above, (Item
#11J) approved by the Board of County Commissioners on Tuesday, December 12,
2017.
The Board's Minutes and Records Department will keep the original as part of the
Board's Official Record.
If you have any questions, please contact me at 252-8411.
Thank you.
Attachment
11J
MEMORANDUM
Date: December 18, 2017
To: Derek Johnssen, Assistant Finance Director
Clerk of Courts Finance Department
From: Teresa Cannon, Deputy Clerk
Minutes & Records Department
Re: Resolution 2017-252: Proposal of Pinnacle Public Finance, Inc.
Attached is certified copy of the document referenced above, (#11J) adopted by the
Board of County Commissioners on Tuesday, December 12, 2017.
If you have any questions, please feel free to contact me at 252-8411.
Thank you.
Attachment
11J
RESOLUTION NO. 17- 2 5 2
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.
11 )
"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.
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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.
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11J
(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 conflict 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
4
11J
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.
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11J
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)
it
Chairman, Boars of Cou y Commissioners
Penny Taylor
ATTESTED: ., 'r'~
AQULLIAC: WC---
Dwight E. Brock,-C erl&Uest as to Chairman's
By: Deputy Clerk . signature only.
Appro/ed , s o Form and Legal
Sufficjenc :�
id 'a
, 1
Count A;t!orney
Jeffr Klatzkow
Item# I i'--1
AgendaDate {{�al la-1iq
Date I al t rtl a-
Rec'd
C>OCSX-rvN41h_
Deputy Clerk
6
11J
EXHIBIT A
Pinnacle Public Finance, Inc. Proposal
EXHIBIT A
11 )
ell 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. 1 1 J
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.
11J
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 1 5B 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 Rate3.0900% $58,102,791.54
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 1/1/2021 $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 $41,218,100.00 $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 $3,415,000.00 510,905,000.00 $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 $57,860.25 557,860.25 $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
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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 15Ba1-1 (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
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EXHIBIT B
Form of Loan Agreement
EXHIBIT B
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LOAN AGREEMENT
BETWEEN
COLLIER COUNTY, FLORIDA
AND
PINNACLE PUBLIC FINANCE, INC.
DATED AS OF DECEMBER 28, 2017
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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 NO 1'h. 11
SECTION 3.02. OPTIONAL PREPAYMENT. 12
SECTION 3.03. ADJUSTMENT TO INTEREST RA'Z'ES 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
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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
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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");
WITNESSETH:
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:
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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.
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"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
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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,
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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.
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"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.
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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.
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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.
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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
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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]
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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
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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 prepaid
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 provided, then from
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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
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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, registered
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.
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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.
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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.
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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 writing 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.
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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) COLLIER COUNTY, FLORIDA
ATTEST:
Chairman, Board of County Commissioners
By:
Deputy Clerk
Approved as to Form and Legal
Sufficiency:
County Attorney
PINNACLE PUBLIC FINANCE, INC.
By:
Title: Managing Director/Executive Vice
President
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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.
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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, 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, 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
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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 this 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.
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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
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Appendix I
Repayment Schedule for the
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE NOTE,
SERIES 2017
Annual
Payment Date Principal Interest Debt Service
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EXHIBIT C
Form of Escrow Agreement
EXHIBIT C
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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
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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
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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
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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 any 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 the 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
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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;
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(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 unqualified
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
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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 provisions
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
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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
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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.
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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
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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:
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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
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DESCRIPTION OF THE REFUNDED BONDS
Maturity Principal Interest Rate
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SCHEDULE B
ESCROW SECURITIES
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SCHEDULE C
DISBURSEMENT REQUIREMENTS FOR REFUNDED BONDS
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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 Principal Interest
(July 1) Amount Rate CUSIP No.