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Agenda 05/13/2014 Item #16F5 5/13/2014 16.F.5. EXECUTIVE SUMMARY Recommendation to approve a resolution supplementing Resolution No. 2003-89 which, among other things, authorizes the issuance of Gas Tax Revenue Bonds from time to time; authorizing the refunding of a portion of the County's outstanding Gas Tax Revenue Bonds, Series 2005; authorizing the issuance of a not exceeding $90,000,000 principal amount of Collier County, Florida Gas Tax Refunding Revenue Bond, Series 2014 in order to effect such refunding; authorizing a negotiated sale of said bond pursuant to the low responsive bid proposal of STI Institutional & Government, Inc.; delegating certain authority to the Chairman in connection with the approval of the terms and details of said bond; appointing the Clerk as paying agent and registrar for said bond; authorizing the execution and delivery of an Escrow Deposit Agreement and appointment of an Escrow Agent thereto; and providing an effective date. OBJECTIVE: Authorize the issuance of a Gas Tax Refunding Revenue Bond, Series 2014 to refund the Series 2005 Gas Tax Revenue Bonds in order to achieve debt service savings and approve all necessary documents and action. CONSIDERATIONS: The Board on April 22, 2014, Item 11(B), approved a resolution accepting the proposal of STI Institutional & Government, Inc. (A SunTrust Company) to refinance the Collier County Florida Gas Tax Revenue Bond, Series 2005 through the issuance of a refunding bond in an amount up to $90,000,000. This proposed refunding will achieve a gross debt service savings of up to $11,075,000. Since the Board action, the County's Bond Counsel has prepared the enabling documents necessary to complete the refunding and close on the Series 2014 Refunding Gas Tax Revenue Bond. The documents are attached for Board approval. FISCAL IMPACT: It is anticipated that interest savings resulting from this refunding will total up to $11,075,000 over the remaining eleven (11) year repayment term. This refunding does not extend the repayment schedule nor add new money to the original issuance. GROWTH MANAGEMENT IMPACT: None LEGAL CONSIDERATIONS: This item has been reviewed by both outside bond counsel and the County Attorney, is approved as to form and legality, and requires majority vote for approval. -JAK RECOMMENDATION: Approve the Resolution, Escrow Deposit Agreement, budget amendment and all other necessary closing documents associated with the Gas Tax Refunding Revenue Bond, Series 2014 and authorize the Chairman to sign the documents. Prepared by: Mark Isackson, Director of Corporate Finance and Management Services, Office of Management and Budget. Packet Page-1692- 5/13/2014 16.F.5. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.F.16.F.5. Item Summary: Recommendation to approve a resolution supplementing Resolution No. 2003-89 which, among other things, authorizes the issuance of Gas Tax Revenue Bonds from time to time; authorizing the refunding of a portion of the County's outstanding Gas Tax Revenue Bonds, Series 2005; authorizing the issuance of a not exceeding$90,000,000 principal amount of Collier County, Florida Gas Tax Refunding Revenue Bond, Series 2014 in order to effect such refunding; authorizing a negotiated sale of said bond pursuant to the low responsive bid proposal of STI Institutional & Government, Inc.; delegating certain authority to the Chairman in connection with the approval of the terms and details of said bond; appointing the Clerk as paying agent and registrar for said bond; authorizing the execution and delivery of an Escrow Deposit Agreement and appointment of an Escrow Agent thereto; and providing an effective date. Meeting Date: 5/13/2014 Prepared By Name: LehnhardPat Title: Operations Coordinator, Office of Management&Budget 5/2/2014 3:50:17 PM Submitted by Title: Director-Corp Financial and Mngmt Svs, Office of Management&Budget Name: IsacksonMark 5/2/2014 3:50:18 PM Approved By Name: KlatzkowJeff Title: County Attorney, Date: 5/6/2014 9:17:54 AM Name: IsacksonMark Title: Director-Corp Financial and Mngrnt Svs, Office of Management&Budget Date: 5/6/2014 9:55:33 AM Packet Page -1693- 5/13/2014 16.F.5. Name: OchsLeo Title: County Manager, County Managers Office Date: 5/6/2014 11:57:05 AM Packet Page -1694- 5/13/2014 16.F.5. RESOLUTION NO. A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA SUPPLEMENTING RESOLUTION NO. 2003-89 WHICH, AMONG OTHER THINGS, AUTHORIZES THE ISSUANCE OF GAS TAX REVENUE BONDS FROM TIME TO TIME; AUTHORIZING THE REFUNDING OF A PORTION OF THE COUNTY'S OUTSTANDING GAS TAX REVENUE BONDS, SERIES 2005; AUTHORIZING THE ISSUANCE OF A NOT EXCEEDING $90,000,000 PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORIDA GAS TAX REFUNDING REVENUE BOND, SERIES 2014 IN ORDER TO EFFECT SUCH REFUNDING; AUTHORIZING A NEGOTIATED SALE OF SAID BOND PURSUANT TO THE PROPOSAL OF STI INSTITUTIONAL & GOVERNMENT, INC.; DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN IN CONNECTION WITH THE APPROVAL OF THE TERMS AND DETAILS OF SAID BOND; APPOINTING THE CLERK AS PAYING AGENT AND REGISTRAR FOR SAID BOND; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTMENT OF AN ESCROW AGENT THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: SECTION 1. FINDINGS. It is hereby found and determined that: (A) On February 25, 2003, the Board of County Commissioners (the "Board") of Collier County, Florida (the "Issuer") duly adopted Resolution No. 2003-89, as amended and supplemented (as supplemented hereby, the "Resolution"), authorizing, among other things, the issuance of the Collier County, Florida Gas Tax Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), which Series 2003 Bonds were issued for the principal purpose of financing a portion of the costs of certain transportation-related capital improvements and to current refund the Issuer's Collier County, Florida Road Improvement Refunding Revenue Bonds, Series 1995. (B) On June 29, 2005, the Issuer issued its Collier County, Florida Gas Tax Revenue Bonds, Series 2005 (the "Series 2005 Bonds") pursuant to the Resolution for the 1 Packet Page-1695- 5/13/2014 16.F.5. principal purpose of financing a portion of the costs of certain transportation-related capital improvements. (C) On June 5, 2012, the Issuer issued its Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012 (the "Series 2012 Bonds"), which Series 2012 Bonds refunded a portion of the then outstanding Series 2003 Bonds. (D) The Resolution provides for the issuance of Additional Bonds upon meeting the requirements set forth herein and in the Resolution. (E) The Issuer deems it to be in its best interest to refund a portion of the outstanding Series 2005 Bonds (the "Refunded Bonds"), the specific maturities and portions thereof to be refunded to be determined by the Chairman upon the advice of the Issuer's financial advisor, Public Financial Management, Inc. (the "Financial Advisor"), in order to achieve debt service savings. (F) In order to refund the Refunded Bonds, the Issuer hereby determines to issue its Collier County, Florida Gas Tax Refunding Revenue Bond, Series 2014 (the "Series 2014 Bond") pursuant to the Resolution, which Series 2014 Bond shall be issued on parity with any portion of the Series 2005 Bonds that are not refunded in connection with the issuance of the Series 2014 Bond (the "Unrefunded Series 2005 Bonds" and, together with the outstanding Series 2012 Bonds, the "Outstanding Parity Obligations"), except as otherwise provided herein or in the Resolution, in accordance with the terms of the Resolution. (G) For the refunding of the Refunded Bonds, the Issuer shall, as provided herein, deposit part of the proceeds derived from the sale of the Series 2014 Bond, together with other legally available moneys of the Issuer, in a special escrow deposit trust fund (the "Escrow Fund"), which shall be sufficient to pay the Refunded Bonds as the same mature or are redeemed prior to maturity, all as provided herein and in the hereinafter described Escrow Deposit Agreement. Subsequent to the defeasance of the Refunded Bonds, the Refunded Bonds shall no longer be payable from or be secured by any portion of the Pledged Funds (as defined in the Resolution). (H) On April 22, 2014, the Board accepted the proposal of STI Institutional & Government, Inc. (including any successors thereof, the "Purchaser") for the purchase of the Series 2014 Bond (the "Proposal"). (I) Due to the potential volatility of the market for tax-exempt obligations such as the Series 2014 Bond and the complexity of the transactions relating to such Series 2014 Bond, it is in the best interest of the Issuer to sell the Series 2014 Bond by a negotiated sale to the Purchaser pursuant to the Proposal and the provisions hereof and of the Resolution, rather than at a specified advertised date, thereby permitting the Issuer to obtain the best possible price, terms and interest rate for the Series 2014 Bond. 2 Packet Page-1696- 5/13/2014 16.F.5. (J) The Issuer hereby certifies that it is current in all deposits into the various funds and accounts established by the Resolution and all payments theretofore required to have been deposited or made by the Issuer under the provisions of the Resolution have been deposited or made and the Issuer has complied with the covenants and agreements of the Resolution and is not currently in default under the Resolution. (K) The Resolution provides that the Series 2014 Bond shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions as shall be determined by Supplemental Resolution adopted by the Issuer; and it is now appropriate that the Issuer determine certain of such provisions, terms and details and establish the mechanisms for determining the remaining provisions, terms and details. (L) The Series 2014 Bond shall not constitute a general obligation or pledge of the faith, credit or taxing power of the Issuer, the State of Florida, or any political subdivision thereof, or indebtedness as a "bond," within the meaning of any constitutional or statutory provision, but shall be a special obligation of the Issuer, payable solely from and secured by a lien upon and a pledge of the Pledged Funds in accordance with the terms of the Resolution. Neither the Issuer, the State of Florida, nor any political subdivision thereof shall be obligated (i) to exercise its ad valorem taxing power in any form on any real or personal property of or in the Issuer to pay the principal of the Series 2014 Bond, the interest thereon, or other costs incidental thereto, or (ii) to pay the same from any other funds of the Issuer except from the Pledged Funds, in the manner provided in the Resolution. (M) The covenants, pledges and conditions in the Resolution shall be applicable to the Series 2014 Bond herein authorized and said Series 2014 Bond shall be on a parity with and rank equally as to the lien on and source and security for payment from the Pledged Funds and in all other respects with the Outstanding Parity Obligations and any Additional Bonds (as defined in the Resolution) hereafter issued, except that any Bond (as defined in the Resolution) may be separately secured by a subaccount within the Reserve Account (as defined in the Resolution), and shall constitute a "Bond" within the meaning of the Resolution. SECTION 2. DEFINITIONS. When used in this Supplemental Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as such definitions shall be hereinafter amended and defined. SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of the Act. SECTION 4. AUTHORIZATION OF THE ADVANCE REFUNDING OF THE REFUNDED BONDS. The Issuer hereby authorizes the advance refunding of 3 Packet Page-1697- 5/13/2014 16.F.5. the Refunded Bonds for the purpose of achieving debt service savings. The Chairman, upon the advice of the Financial Advisor, shall determine which maturities and portions of the Series 2005 Bonds shall be refunded. SECTION 5. AUTHORIZATION AND DESCRIPTION OF THE SERIES 2014 BOND. The Issuer hereby authorizes the issuance of a Series of Bonds in the principal amount of not exceeding $90,000,000 to be known as the "Collier County, Florida Gas Tax Refunding Revenue Bond, Series 2014" (or such other designation as the Chairman may determine), for the principal purpose of refunding, on an advance basis, the Refunded Bonds. The principal amount of the Series 2014 Bond to be issued pursuant to the Resolution shall be determined by the Chairman, upon the advice of the Issuer's Financial Advisor, provided such principal amount does not exceed the amount provided above. The Series 2014 Bond shall be on parity in all respects and shall rank equally as to lien on and source and security for payment from the Pledged Funds with the Outstanding Parity Obligations and any Additional Bonds hereafter issued, except that any Bond may be separately secured by a subaccount within the Reserve Account. The Series 2014 Bond shall be dated as of its date of issuance, or such other date as the Chairman may determine, shall be issued in the form of one fully registered Bond in the denomination of its outstanding principal amount and shall be numbered "R-1." The Series 2014 Bond shall bear interest from its dated date at a fixed interest rate of 2.33% per annum (the "Interest Rate"). The Interest Rate shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Interest Rate is subject to adjustment in accordance with Sections 11 and 12 hereof. Interest on the Series 2014 Bond shall be payable semi-annually, on December 1 and June 1 of each year (the "Interest Payment Dates"), commencing on December 1, 2014. The Series 2014 Bond shall be issued as a single Term Bond with a final maturity of June 1, 2025 and shall be subject to mandatory sinking fund redemption in such Amortization Installments commencing on June 1, 2015 and on each June 1 thereafter through the maturity date of the Series 2014 Bond, determined by the Chairman, upon the advice of the Issuer's Financial Advisor, and approved by the Purchaser prior to the issuance of the Series 2014 Bond. Such Amortization Installments shall be set forth in the Series 2014 Bond. The Series 2014 Bond shall be sold on a negotiated basis to the Purchaser at a purchase price equal to 100% of the aggregate principal amount thereof. The Purchaser shall provide the Issuer with an executed Disclosure Letter and Truth-in-Bonding Statement as required by Section 218.385, Florida Statutes, prior to the issuance of the Series 2014 Bond. The Interest Rate on the Series 2014 Bond shall comply in all respects with Section 215.84, Florida Statutes. For purposes of the Resolution, "Bond Year" shall mean the period commencing on June 2 of each year and continuing through the next succeeding June 1. The Series 2014 Bond shall be payable as to principal and interest by ACH direct debit or bank wire transfer or in such other manner as is agreed to between the Issuer and 4 Packet Page -1698- 5/13/2014 16.F.S. the holder of the Series 2014 Bond in whose name the Series 2014 Bond shall be registered on the registration books maintained by the Issuer 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; provided, that the registered owner of the Series 2014 Bond shall only be required to present and surrender the Series 2014 Bond to the Issuer for the final payment of the principal of the Series 2014 Bond or shall otherwise provide evidence that such Series 2014 Bond has been cancelled. Principal of and interest on the Series 2014 Bond shall be payable in any coin or currency of the United States of America, which at the time of payment, are legal tender for the payment of public and private debts. SECTION 6. REDEMPTION PROVISIONS FOR SERIES 2014 BOND. The Series 2014 Bond may be redeemed in whole, or in part, on any Business Day with two (2) Business Days' prior written notice to the Purchaser by payment of an amount equal to the principal amount to be redeemed plus accrued interest thereon to the date of redemption plus the Redemption Premium, as defined below. For purposes of the foregoing, the term "Redemption Premium" shall mean the present value of the difference between (i) the amount that would have been realized by the Purchaser on the redeemed amount for the remaining term of the Series 2014 Bond at the Federal Reserve H.15 Statistical Release rate for fixed-rate payers in interest rate swaps for a term corresponding to the term of the Series 2014 Bond, interpolated to the nearest month, if necessary, that was in effect three Business Days prior to the issuance date of the Series 2014 Bond, and (ii) the amount that would be realized by the Purchaser by reinvesting such redeemed funds for the remaining term of the Series 2014 Bond at the Federal Reserve H.15 Statistical Release rate for fixed-rate payers in interest rate swaps, interpolated to the nearest month, that was in effect three Business Days prior to the redemption date; both discounted at the same interest rate utilized in determining the applicable amount in (ii). Should such present value have no value or a negative value, the Issuer may redeem the Series 2014 Bond with no additional fee or Redemption Premium. Should the Federal Reserve no longer release rates for fixed-rate payers in interest rate swaps, the Purchaser may substitute the Federal Reserve H.15 Statistical Release with another similar index. The Purchaser shall provide the Issuer with a written statement explaining the calculation of the premium due, which statement shall, in absence of manifest error, be conclusive and binding. The application of such Redemption Premium is not intended to, and shall not be deemed to be, an increase in the Interest Rate on the Series 2014 Bond. Principal redemptions shall be applied to the Series 2014 Bond in inverse order of the remaining Amortization Installments. 5 Packet Page -1699- 5/13/2014 16.F.5. SECTION 7. APPLICATION OF SERIES 2014 BOND PROCEEDS. The proceeds derived from the sale of the Series 2014 Bond shall be applied by the Issuer simultaneously with the delivery thereof as follows: (A) A sufficient amount of Series 2014 Bond proceeds, together with other legally available moneys of the Issuer, shall be deposited irrevocably in trust in the Escrow Fund established under the terms and provisions of the hereinafter defined Escrow Deposit Agreement to pay the principal of, Redemption Price, if applicable, and interest on the Refunded Bonds as the same mature and become due and payable or are redeemed prior to maturity. (B) A sufficient amount of the Series 2014 Bond proceeds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2014 Bond. SECTION 8. TRANSFER OF CERTAIN MONEYS. The Refunded Bonds will be refunded from proceeds of the Series 2014 Bond and from other legally available funds of the Issuer. Any excess moneys on deposit in the Debt Service Fund established for the benefit of the Refunded Bonds pursuant to the Resolution and not required to remain on deposit therein shall be transferred to the Escrow Fund established pursuant to the Escrow Deposit Agreement. SECTION 9. APPOINTMENT OF PAYING AGENT AND REGISTRAR. The Clerk is hereby designated Registrar and Paying Agent for the Series 2014 Bond. SECTION 10. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT AGREEMENT. The Issuer hereby authorizes and directs the Chairman to execute and the Clerk to attest an escrow deposit agreement (the "Escrow Deposit Agreement") and to deliver the Escrow Deposit Agreement to The Bank of New York Mellon Trust Company, Jacksonville, Florida, which is hereby appointed as Escrow Agent. The Escrow Deposit Agreement shall be in substantially the form of the Escrow Deposit Agreement attached hereto as Exhibit A with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Deposit Agreement, as may be approved by said Chairman. Execution by the Chairman of the Escrow Deposit Agreement shall be deemed to be conclusive evidence of approval of such changes. SECTION 11. ADJUSTMENT TO INTEREST RATE. (A) Upon the occurrence of a Determination of Taxability (as defined below) and for as long as the Series 2014 Bond remains Outstanding, the Interest Rate on the Series 2014 Bond shall be converted to the Taxable Rate (as defined below) and this adjustment shall survive payment on the Series 2014 Bond until such time as the federal statute of limitations under which the interest on the Series 2014 Bond could be declared taxable under the Code shall have expired. In addition, upon a Determination of Taxability, the Issuer shall, immediately upon demand, pay to the Purchaser (i) an additional amount equal to 6 Packet Page-1700- 5/13/2014 16.F.5. the difference between (a) the amount of interest actually paid on the Series 2014 Bond during the Taxable Period (as defined below) and (b) the amount of interest that would have been paid during the Taxable Period had the Series 2014 Bond borne interest at the Taxable Rate, and (ii) an amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Purchaser as a result of the Determination of Taxability. (B) If the Maximum Federal Corporate Tax Rate (as defined below) as applicable to the Purchaser decreases from 35%, the Purchaser shall have the option to increase the Interest Rate otherwise borne by the Series 2014 Bond to a rate equal to the product obtained by multiplying the Interest Rate otherwise borne by the Series 2014 Bond by a fraction, the numerator of which is equal to one (1) minus the Maximum Federal Corporate Tax Rate on the date of calculation and the denominator of which is 0.65; provided, however, the Interest Rate for the Series 2014 Bond shall never be adjusted to a rate greater than 2.69% per annum as a result of a change in the Maximum Federal Corporate Tax Rate; provided, however, the Interest Rate may increase multiple times as a result of multiple decreases in the Maximum Federal Corporate Tax Rate as of the effective date of each such decrease in the Maximum Federal Corporate Tax Rate. (C) For purposes of this Section 11, the following terms shall have the definitions ascribed thereto: "Determination of Taxability" means a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on all or a portion of the Series 2014 Bond is or was includable in the gross income of the Purchaser for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the Issuer has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of the Purchaser, and until the conclusion of any appellate review, if sought. A Determination of Taxability shall not include and is not triggered by a change in law by Congress that causes the interest to be includable in the Purchaser's gross income. "Taxable Period" shall mean the period of time between (i) the date that interest on the Series 2014 Bond is deemed to be includable in the gross income of the Purchaser for federal income tax purposes as a result of a Determination of Taxability, and (ii) the date of the Determination of Taxability and after which the Series 2014 Bond bears interest at the Taxable Rate. "Taxable Rate" shall mean the interest rate per annum that shall provide the Purchaser with the same after tax yield that the Purchaser would have otherwise received had the Determination of Taxability not occurred, taking into account the increased taxable income of the Purchaser as a result of such Determination of Taxability. The 7 Packet Page -1701- 5/13/2014 16.F.5. Purchaser shall provide the Issuer with a written statement explaining the calculation of the Taxable Rate, which statement shall, in the absence of manifest error, be conclusive and binding on the Issuer. "Maximum Federal Corporate Tax Rate" shall mean the maximum rate of income taxation imposed on corporations pursuant to Section 11(b) of the Code, determined without regard to tax rate or tax benefit make-up provisions such as the last two sentences of Section 11(b)(1) of the Code, as in effect from time to time (or, if as a result of a change in the Code the rate of income taxation imposed on corporations shall not be applicable to the Purchaser, the maximum statutory rate of federal income taxation which could apply to the Purchaser). The Maximum Federal Corporate Tax Rate on the date of execution of this Supplemental Resolution is 35%. SECTION 12. DEFAULT RATE. After the occurrence of an Event of Default under Section 6.01 of the Resolution or a material breach or default of any covenant, warranty or agreement herein, notwithstanding any other tun's hereof or of the Resolution, the Series 2014 Bond shall bear interest at the Default Rate (as defined below) until such Event of Default is cured. Noncompliance with the provisions of Section 14 hereof shall be considered a material breach for purposes of this Section 12. Within 5 days of its actual knowledge, the Issuer shall notify the Purchaser of the occurrence of any Event of Default or a material breach or default of any covenant, warranty or agreement herein. For purposes of this Section 12, "Default Rate" means the lesser of (i) 18% per annum and (ii) the maximum lawful rate. SECTION 13. RESERVE ACCOUNT. Pursuant to the provisions of Section 4.05(A)(4) of the Resolution, the Issuer hereby establishes a separate subaccount in the Reserve Account for the Series 2014 Bond which shall be designated as the "Series 2014 Subaccount" of the Reserve Account. The Reserve Account Requirement with respect to the Series 2014 Subaccount and the Series 2014 Bond shall be zero dollars and zero cents ($0.00). The Series 2014 Subaccount shall solely secure the Series 2014 Bond and the Series 2014 Bond shall not be secured by any other portion of the Reserve Account or any other subaccount therein. SECTION 14. REPORTING FINANCIAL INFORMATION. A copy of the audited financial statements for each Fiscal Year shall be made available to the Purchaser within 270 days after the end of each Fiscal Year. A copy of the annual budget for each Fiscal Year will be provided to the Purchaser within 30 days of final approval. The Issuer shall also provide the Purchaser with any other items reasonably requested by the Purchaser. SECTION 15. GENERAL AUTHORITY. The Issuer, the Chairman, the County Manager, the Clerk and the officers, attorneys and other agents or employees of 8 Packet Page -1702- 5/13/2014 16.F.5. the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution, the Resolution or the Escrow Deposit Agreement, or desirable or consistent with the requirements hereof or the Resolution or the Escrow Deposit Agreement for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2014 Bond, the Resolution and the Escrow Deposit Agreement and each member, employee, attorney and officer of the Issuer and the Clerk is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. In the event the Chairman is absent or unavailable to perform any function or duty hereunder the Vice-Chairman is hereby authorized to perform any and all of such functions or duties. Bond Counsel and the Issuer's Financial Advisor are hereby authorized and directed to take all action necessary and desirable to carryout the intent and purposes of this Supplemental Resolution. SECTION 16. MODIFICATION OR AMENDMENT OF THIS SUPPLEMENTAL RESOLUTION. No modification or amendment of this Supplemental Resolution or of any resolution amendatory thereof or supplemental thereto, may be made without the consent in writing of the Purchaser. No modification or amendment to Article IV or Section 5.02 of the Resolution that adversely affects the Purchaser may be made without the written consent of the Purchaser. SECTION 17. WAIVER OF JURY TRIAL. To the extent permitted by applicable law, the Issuer knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in respect of any litigation or legal proceeding based on, or arising out of, the Resolution, this Supplemental Resolution, the Series 2014 Bond, including any course of conduct, course of dealing, verbal or written statements or actions or omissions of the Issuer or the Purchaser which in any way relates to the Series 2014 Bond, the Resolution or this Supplemental Resolution. SECTION 18. APPLICABLE LAW AND VENUE. The Series 2014 Bond shall be governed by applicable federal law and the internal laws of the State of Florida. The Issuer agrees that certain material events and occurrences relating to the Series 2014 Bond bear a reasonable relationship to the Laws of Florida and the validity, terms, performance and enforcement of the Series 2014 Bond shall be governed by the internal Laws of Florida which are applicable to agreements which are negotiated, executed, delivered and performed solely in Florida. Unless applicable law provides otherwise, in the event of any legal proceeding arising out of or related to the Series 2014 Bond, the Issuer consents to the jurisdiction and venue of any court located in the State of Florida. SECTION 19. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though 9 Packet Page-1703- 5/13/2014 16.F.5. not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2014 Bond. SECTION 20. RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Resolution and all the terms and provisions thereof are and shall remain in full force and effect. SECTION 21. DATE. This Supplemental Resolution shall become effective immediately upon its adoption. DULY ADOPTED this 13th day of May, 2014. COLLIER COUNTY, FLORIDA (SEAL) Chairman, Board of County Commissioners ATTEST: Dwight E. Brock, Clerk By: Deputy Clerk Approved as to Form and Legal Sufficiency: County Attorney 10 Packet Page-1704- 5/13/2014 16.F.5. EXHIBIT A FORM OF ESCROW DEPOSIT AGREEMENT Packet Page-1705- 5/13/2014 16.F.5. ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT, dated as of , 2014, by and between COLLIER COUNTY, FLORIDA (the "County"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the "Escrow Agent"), a national banking association organized and existing under the laws of the United States, having its designated corporate trust office in Jacksonville, Florida, as escrow agent hereunder. WHEREAS, the County has heretofore issued its Collier County, Florida Gas Tax Revenue Bonds, Series 2005 (the "Series 2005 Bonds") pursuant to Resolution No. 2003-89, adopted on February 25, 2003, as amended and supplemented, particularly as supplemented by Resolution No. adopted on May 13, 2014 (collectively, the "Resolution"); and WHEREAS, the County has determined it is in its best interests to refund that portion of the Series 2005 Bonds described on Schedule A hereto (the "Refunded Bonds"); and WHEREAS, the County has determined to issue its Collier County, Florida Gas Tax Refunding Revenue Bond, Series 2014 (the "Series 2014 Bond") pursuant to the Resolution, a portion of the proceeds of which Series 2014 Bond, together with other legally available moneys of the County, will be used, other than a cash deposit, to purchase certain United States Treasury obligations in order to provide payment for the Refunded Bonds and discharge and satisfy the pledge of and lien on the Pledged Funds (as defined in the Resolution) under the Resolution in regard to such Refunded Bonds; and WHEREAS, the issuance of the Series 2014 Bond, 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 pledge of and lien on the Pledged Funds 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 the same are incorporated herein. SECTION 2. RECEIPT OF RESOLUTION AND VERIFICATION REPORT. Receipt of a true and correct copy of the above-mentioned Resolution and this Packet Page-1706- 5/13/2014 16.F.5. Agreement is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Resolution, including, without limitation, Article III and Section 8.01 thereof, are incorporated herein by reference. The Escrow Agent also acknowledges receipt of the verification report of dated May , 2014 (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 PLEDGE OF HOLDERS OF REFUNDED BONDS. In accordance with Section 8.01 of the Resolution,the County by this writing exercises its option to cause the pledge of the Pledged Funds, and 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 deposit trust fund designated the "Collier County, Florida Gas Tax Revenue Bonds, Series 2005 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 $ from the County from proceeds of the Series 2014 Bonds (the "Bond Proceeds"), and the sum of $ received from the County from certain moneys on deposit in the funds and accounts established pursuant to the Resolution for the benefit of the holders of the Refunded Bonds (the "County Moneys"). SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN ESCROW FUND. The County hereby directs the use of the Bond Proceeds and County Moneys as provided in this Section 5. The Escrow Agent represents and acknowledges that, concurrently with the deposit of the Bond Proceeds and County Moneys under Section 4 above, it has used $ of the Bond Proceeds and $ of the County Moneys to purchase on behalf of and for the account of the County certain United States Treasury obligations -- State and Local Government Series (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 $ of the Bond Proceeds and $ of the County Moneys in cash (collectively, 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 May , 2014, the Escrow Agent may, at the written direction 2 Packet Page -1707- 5/13/2014 16.F.5. 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 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, redemption 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, redemption 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 (U.S. Bank National Association) 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 the principal of redemption premium, if any, and interest on the Refunded Bonds as the same may mature or be redeemed. If any payment date shall be a 3 Packet Page-1708- 5/13/2014 16.F.5. 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, redemption 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 only in the Escrow Securities listed in Schedule B hereto and the Cash Deposit 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 therein, 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 2014 Bond 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 2014 Bond 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. 4 Packet Page -1709- 5/13/2014 16.F.5. 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 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 Bonds in an amount sufficient to pay the Refunded 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 CERTAIN REFUNDED BONDS. The County hereby irrevocably instructs the Escrow Agent to direct, on behalf of the County, that the Registrar for the Refunded Bonds (U.S. Bank National Association) give at the appropriate times the notice or notices, if any, required by the Resolution in connection with the redemption of the Refunded Bonds. Such notice of redemption shall be given by the Registrar for such Refunded Bonds in accordance with the Resolution. The Refunded Bonds shall be redeemed on June 1, 2015 at a redemption price equal to 100% of the principal amount thereof plus interest accrued to the redemption date. 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 30 days of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the County, shall, or shall cause the Registrar for the Refunded Bonds (U.S. Bank National Association), to mail to the holders of the Refunded Bonds the appropriate notices 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: 5 Packet Page -1710- 5/13/2014 16.F.5. (a) to cure any ambiguity or formal defect or omission in this Agreement; (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 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 shall be agreed to in writing by the parties 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. 6 Packet Page -1711- 5/13/2014 16.F.5. 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 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 non-negligent 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. As soon as practicable after each June 1 and December 1, commencing June 1, 2014, the Escrow Agent shall forward in writing to the County a statement in detail of the activity of the Escrow Fund. 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 County or by the holders of a majority in aggregate principal amount of the 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. In 7 Packet Page-1712- 5/13/2014 16.F.5. the event the holders of the Refunded Bonds shall appoint a successor Escrow Agent, the County may 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 Escrow Agent from any such liability, including costs or expenses incurred by 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 trust 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 instruments in writing shall, on request, be executed, acknowledged and delivered by the County. 8 Packet Page -1713- 5/13/2014 16.F.5. Any corporation into which the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Escrow Agent or any successor to it shall be a party shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 17. TERMINATION OF AGREEMENT. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the County. SECTION 18. GOVERNING LAW. This Agreement shall be governed by the applicable laws of the State of Florida. SECTION 19. SEVERABILITY. If any one or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 20. COUNTERPARTS. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. [Remainder of page intentionally left blank] 9 Packet Page -1714- 5/13/2014 16.F.5. 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: Collier County, Florida Collier County Government Complex 3299 Tamiami Trail East, #202 Naples, FL 34112 Attention: County Manager Facsimile: (239) 252-8588 Bank of New York Mellon Trust Company, N.A. 10161 Centurion Parkway Jacksonville, Florida 32256 Attention: Corporate Trust Department Facsimile: (904) 645-1921 [Remainder of page intentionally left blank] 10 Packet Page -1715- 5/13/2014 16.F.5. 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 the seal of the County 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 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Escrow Agent By: Authorized Signatory 11 Packet Page -1716- 5/13/2014 16.F.5. SCHEDULE A REFUNDED BONDS [TO COME] Packet Page -1717- 5/13/2014 16.F.5. SCHEDULE B ESCROW SECURITIES [TO COME] Packet Page -1718- 5/13/2014 16.F.5. SCHEDULE C DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS [TO COME] Packet Page-1719- 5/13/2014 16.F.5. SCHEDULE D FORM OF NOTICE OF DEFEASANCE Notice is hereby given pursuant to Resolution No. 2003-89 adopted by the Board of County Commissioners of Collier County, Florida on February 25, 2003, as amended and supplemented (the "Resolution"), that the outstanding Collier County, Florida Gas Tax Revenue Bonds, Series 2005 described below (the "Refunded Bonds") are deemed to be paid within the meaning of the Resolution and shall no longer be secured from the Pledged Funds (as defined in the Resolution) and shall be secured solely from the irrevocable deposit of U.S. Treasury obligations and cash made by the County with The Bank of New York Mellon Trust Company, N.A., Jacksonville, Florida, as Escrow Agent, in accordance with Section 8.01 of the Resolution. The Refunded Bonds shall be redeemed on June 1, 2015 at the offices of the paying agent for the Refunded Bonds at a redemption price equal to 100% of the principal amount thereof plus interest accrued to the redemption date. [insert Refunded Bonds information] Packet Page -1720-