Agenda 03/08/2022 Item #11A (Resolutions - Revenue Bond Series 2011 and Series 2013)03/08/2022
EXECUTIVE SUMMARY
Recommendation to adopt resolutions accepting proposals of Webster Bank, N.A. (successor by
merger to Sterling National Bank) and Raymond James Capital Funding, Inc. to provide the
County with term loans in order to refund all of the County’s Special Obligation Refunding
Revenue Bonds, Series 2011 and 2013, respectively, for net present value interest savings;
approving the form of respective loan agreements and a forward note purchase agreement (with
respect to the Series 2022B Note); authorizing the issuance of a Special Obligation Refunding
Revenue Note, Series 2022A and a Special Obligation Refunding Revenue Note, Series 2022B in the
principal amounts of not to exceed $33,000,000 and $76,000,000, respectively; authorizing the
repayment of such Notes from a covenant to budget and appropriate legally available non ad
valorem revenues; delegating certain authority to the Board Chairman and other appropriate
officers of the County for the execution and delivery of the loan agreement; and authorize all
necessary budget amendments.
OBJECTIVE: Approve loan documents necessary to refund all outstanding Special Obligation
Refunding Revenue Bonds, Series 2011, and Series 2013 for net present value interest savings.
CONSIDERATIONS: The Board’s adopted Debt Management Policy states that a refunding for
economic savings will be undertaken when a net present value savings of at least 5% of the refunded debt
can be achieved. In the last ten years, the County has restructured over $333.8 million of its general
governmental debt portfolio and saved $27.1M in gross interest paid. The elimination of the advance
refunding option, effective January 1, 2018 with the adoption of the Tax Cuts and Jobs Act of 2017 made
refunding more challenging. With the likelihood of rising interest rates, the finance team evaluated the
portfolio for any additional opportunities where net present value savings could be achieved.
Attached for Board consideration are the plan of finance and required loan documents to ref inance $32.9
million in outstanding Special Obligation Refunding Revenue Bonds, Series 2011, and $75.4 million in
outstanding Special Obligation Refunding Revenue Bonds, Series 2013. These refinancings were
procured through a request for quotes document submitted to interested financial institutions. An
expedited competitive term loan/private placement process was selected over a public debt offering to
take advantage of the current interest rate environment and minimize closing costs.
Sixteen (16) financial institutions submitted quotes. The plan of finance prepared by the County’s
independent financial advisor, PFM Financial Advisors LLC, provided the salient points for consideration
by the County’s Finance Committee.
FINANCE COMMITTEE RECOMMENDATION: Members of the County’s Finance Committee
voted unanimously to proceed with a Request for Quotes to refinance the outstanding Series 2011 and
Series 2013 Bonds for net present value savings.
FISCAL IMPACT: The aggregate net present value (NPV) savings over the remaining life of the Series
2011 and 2013 Bonds is $12.3 million, or 11.6%, which is higher than the Debt Management Policy’s
recommended threshold of 5% NPV savings for refinancing. The gross cash flow savings amounts to
$13.8 million over the remaining life of the issues. The interest rates quoted by Webster Bank, N.A. and
Raymond James Capital Funding, Inc. will be held until the closing dates for the loans, March 15, 2022
and July 6, 2022, respectively. All savings calculations include the total cost to close the loans of $192K,
itemized in Attachment 2.
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03/08/2022
The County's staff, Clerk of Courts finance staff, bond counsel and independent financial advisor
undertake regular reviews of all outstanding debt to determine which debt can be restructured for net
present value savings. Since 2010, over $531 million in outstanding debt has been restructured at a total
net present value interest savings of $40.8 million.
GROWTH MANAGEMENT IMPACT: None
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to
form and legality and requires majority vote for approval. -JAK
RECOMMENDATION: That a resolution accepting the proposals of Webster Bank, N.A. (as successor
by merger to Sterling National Bank) and Raymond James Capital Funding, Inc. to provide the County
with term loans in order to refund all of the County’s Special Obligation Refunding Revenue Bonds,
Series 2011 and Series 2013, respectively, for net present value interest savings; approving the form of
respective loan agreements and forward note purchase agreement; authorizing the issuance of a Special
Obligation Refunding Revenue Note, Series 2022A and Special Obligation Refunding Revenue Note,
Series 2022B in the principal amounts of not to exceed $33,000,000 and $76,000,000, respectively;
authorizing the repayment of such Notes from a covenant to budget and appropriate legally available non
ad valorem revenues; delegating certain authority to the Board Chairman and other appropriate officers of
the County for the execution and delivery of the loan agreement and authorize all necessary budget
amendments.
Prepared by: Mark Isackson, County Manager
Derek M. Johnssen, Finance Director,
Office of the Clerk of the Circuit Court and Comptroller
ATTACHMENT(S)
1. Attach 1 Series 2022 Special Obligation Refunding Revenue Notes - Recommendation
Memorandum (PDF)
2. Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (PDF)
3. Attach 3 Engagement Letter signed by NGN (PDF)
4. Attach 4 Authorizing Resolutions (PDF)
5. Attach 5 Exhibit A - Form of Proposal - Sterling Bank (PDF)
6. Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (PDF)
7. Attach 7 Exhibit A - Proposal - Raymond James (PDF)
8. Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (PDF)
9. Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (PDF)
10. Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (PDF)
11.A
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03/08/2022
COLLIER COUNTY
Board of County Commissioners
Item Number: 11.A
Doc ID: 21489
Item Summary: Recommendation to adopt resolutions accepting proposals of Webster Bank,
N.A. (successor by merger to Sterling National Bank) and Raymond James Capital Funding, Inc. to
provide the County with term loans in order to refund all of the County’s Special Ob ligation Refunding
Revenue Bonds, Series 2011 and 2013, respectively, for net present value interest savings; approving the
form of respective loan agreements and a forward note purchase agreement (with respect to the Series
2022B Note); authorizing the issuance of a Special Obligation Refunding Revenue Note, Series 2022A
and a Special Obligation Refunding Revenue Note, Series 2022B in the principal amounts of not to
exceed $33,000,000 and $76,000,000, respectively; authorizing the repayment of such Notes f rom a
covenant to budget and appropriate legally available non ad valorem revenues; delegating certain
authority to the Board Chairman and other appropriate officers of the County for the execution and
delivery of the loan agreement; and authorize all necessary budget amendments. (Mark Isackson, County
Manager & Derek Johnssen, Clerk's Office Director of Finance and Accounting)
Meeting Date: 03/08/2022
Prepared by:
Title: Sr. Operations Analyst – County Manager's Office
Name: Geoffrey Willig
02/25/2022 9:55 AM
Submitted by:
Title: County Manager – County Manager's Office
Name: Mark Isackson
02/25/2022 9:55 AM
Approved By:
Review:
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 02/25/2022 10:00 AM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 02/25/2022 1:50 PM
Office of Management and Budget Susan Usher Additional Reviewer Completed 03/01/2022 10:13 AM
County Manager's Office Mark Isackson Level 4 County Manager Review Completed 03/02/2022 8:18 AM
Board of County Commissioners Geoffrey Willig Meeting Pending 03/08/2022 9:00 AM
11.A
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2222 Ponce de Leon Boulevard
Third floor
Coral Gables, FL
33134
786-671-7480
www.pfm.com
February 24, 2022
Memorandum
To: Collier County, Florida
From: PFM Financial Advisors LLC
Re: Recommendation Memorandum – Special Obligation Refunding Revenue Notes, Series 2022AB
The purpose of this memorandum is to briefly summarize the proposals received from lending institutions
to provide Collier County, Florida (the “County”) with a fixed-rate loan in the form of Special Obligation
Revenue Note, Series 2022A (the “2022A Note”) and Special Obligation Refunding Revenue Note, Series
2022B (the “2022B Note”, and together, the “Notes”) and summarize the recommendation of PFM Financial
Advisors LLC (“PFM”) to move forward in order to refund the prior bonds designated in the series
resolutions.
On January 5, 2022, PFM, on behalf of the County, distributed a request for proposals to a broad pool of
lenders that are active in municipal lending. PFM’s recommendation to proceed with a loan in the form of
a Note relies upon the facts that: (1) the credit is well understood by market participants and would attract
a wide response; (2) the maturity of the prior bonds are short and within the wheelhouse of direct
placements (approximately 7 years and 13 years for the 2011 and 2013 bonds, respectively); (3) for the
2022B Note in particular, a private placement can allow for certain advantageous structures that are more
difficult to structure in the public market, such as forward and “Cinderella” refunding structures. For these
reasons, PFM recommended that this particular request would attract interest from the bank lending
community and yield the County with a favorable result. Bidders were allowed to bid on either one or both
series. On January 26, sixteen (16) total proposals were received. A full summary of the proposing firms
(in alphabetical order), along with a brief summary of the key points from each proposal is included in the
matrix attached to this memorandum.
Given that current market conditions have caused an upward trend in interest rates, PFM recommended
that the County look to lock in interest rates early with a fixed rate, unless the County received an indicative
rate that was well below all other bids. Based on the responses received for the 2022A Note, the lowest
fixed interest rate proposal was received from Sterling National Bank, now Webster Bank, N.A. For the
2022B Note, six responses were received, of which Raymond James Capital Funding, Inc. (“Raymond
James”) was determined to be the best fixed rate bid. The County received indicative rates that were below
these two proposals, but only by a few basis points, which was determined to not be worth the risk of
exposure to further interest rate movements. A short summary of the provisions found in each response is
provided as an appendix to this memorandum.
• 2022A Note - Sterling National Bank, now Webster Bank N.A. (“Webster Bank”) – 1.425% fixed
rate. Webster Bank provided for the option to hold the interest rate until expected closing date with no rate
lock agreement required. The 2022A Note would be prepayable starting in year three with a 1% premium,
or in year four without penalty. Other terms and conditions were reviewed by the working group and found
to be agreeable to the County.
• 2022B Note - Raymond James – 1.85% fixed rate. Raymond James provided for the option to
hold the interest rate until expected closing date with no rate lock agreement required. The 2022B Note
would be prepayable starting on October 1, 2031 without penalty. The structure of the 2022B Note is that
of a forward refunding, where the County and Raymond James would execute a forward delivery agreement
in March and close the 2022B Note in July. Raymond James will price the 2022B Note with a 0.25% original
issue discount for federal tax purposes. Other terms and conditions were reviewed by the working group
and found to be agreeable to the County.
11.A.1
Packet Pg. 43 Attachment: Attach 1 Series 2022 Special Obligation Refunding Revenue Notes - Recommendation Memorandum (21489 : Series 2022 A and B
February 24, 2022
Page 2 of 2
PFM recommends moving forward with the note with Webster Bank and with Raymond James. Our
recommendation is based on the fact that both banks offered the full term and loan amount requested and
had the most advantageous fixed rates and terms of all the proposals.
We believe the results of this proposal are generally consistent with what a similarly priced competitive
public offering would have yielded. It’s also important to consider that this method yielded sixteen
proposals, which implies a competitive process was achieved. In closing, the key benefits of this type of
structure, in addition to the economic results, are the significant reduction in costs of issuance as well as
administrative time.
We look forward to continuing to work towards a successful closing for the Notes. Please do not hesitate
to contact us should you have any questions on the details of the included response matrix.
11.A.1
Packet Pg. 44 Attachment: Attach 1 Series 2022 Special Obligation Refunding Revenue Notes - Recommendation Memorandum (21489 : Series 2022 A and B
Collier County, FloridaSpecial Obligation Revenue Refunding Notes, Series 2022ABRFP SummaryBank of America, N.A. Barclays Capital Inc. Capital One Public Funding, LLC First Foundation Public FinanceNotes Proposed For2022A, 2022B(Funding to be made in two draws)2022A, 2022B 2022A, 2022B 2022AInterest Rate OptionsIndicative rate: 1.91%2022A (Current), Indicative: Scale from 0.58% to 1.59%2022B (Forward) Indicative:: Scale from 1.27% to 1.94%2022A (Current), Fixed: 1.69%2022B (Forward), Fixed:: 2.27%Fixed rate: 1.72%Rate Set CalculationEquivalent to the mid-market rate on a forward starting swap rate based on 100% of 3-month LIBOR, with tax-exempt spread of 6 bps Current: MMD Benchmark Rate+ Credit Spread(23 bp - 34 bps)Forward: MMD + Credit Spread (8 bp - 22 bps) + Forward Premium (30 bps)N/A N/ARate Locked to Closing, or Date to be SetActual rates to be determined 2 business days prior to closing pursuant to execution of a forward delivery agreementActual rates to be determined (2) days prior to execution of BPA or FDARates valid through a closing by March 15, 2022, and July 15, 2022 for the forward portionRate locked for 60 daysPrepayment ProvisionsPrepayable in whole or in part at any time, subject to Make Whole Call provisionPrepayable as a 10-year par call2022A: Noncallable until October 1, 2026; Prepayable thereafter, in whole on any interest payment date, without penalty2022B: Noncallable until October 1, 2029; Prepayable thereafter, in whole on any interest payment date, without penaltyAllowed at 103% in year 1, declining to 102% in year 2, and 101% in year 3. Redeemable at par beginning in year 4 and thereafter.Legal/Other Fees$27,500 $35,000 - $50,000 $0 $10,000 Other Conditions & Notes(i) Term sheet expires on March 15, 2022(ii) Forward Delivery option would be subject to breakage penalty(iii) Default Rate equal to 12%(i) Term sheet expires on March 15, 2022(ii) Bond will be assigned CUSIPs and be DTC eligible(iii) Bond must be rated "Aa1" by Moody's or "AA+" by S&P within 90 days of closing(iv) County would be required to deliver a Continuing Disclosure Undertaking (i) Term sheet expires on February 2, 2022Prepared by PFM Financial Advisors LLC1 of 51/27/202211.A.1Packet Pg. 45Attachment: Attach 1 Series 2022 Special Obligation Refunding Revenue Notes - Recommendation
Collier County, FloridaSpecial Obligation Revenue Refunding Notes, Series 2022ABRFP SummaryNotes Proposed ForInterest Rate OptionsRate Set CalculationRate Locked to Closing, or Date to be SetPrepayment ProvisionsLegal/Other FeesOther Conditions & NotesJPMorgan Chase Bank, N. A. Key Government Finance, Inc. Pinnacle Public Finance, Inc. PNC Bank, N.A.2022A, 2022B 2022A, 2022B 2022A 2022A2022A (Current), Indicative:1.52%, make-whole call1.59%, call on Oct 1, 20262022B (Cinderella Structure), Indicative:2.17% Taxable, 1.70% TE, make-whole call2.35% Taxable, 1.84% TE, call on Oct 1, 20262022B (Forward Delivery), Indicative:1.77%, make-whole call1.93%, call on Oct 1, 20262022A (Current), Fixed: 1.51%2022B (Cinderella Structure), Fixed: 2.885% that converts to 2.279%2022B (Forward Delivery), Fixed: 2.489%Fixed rate: 1.60% Indicative rate: 1.40%Not Specified N/A N/A Bank Cost of FundsRates are subject to change daily until a written rate lock letter agreement is executedRate valid through closing date, if proposal is accepted by February 1, 2022Rates valid through a closing by March 15, 2022 Rates to be updated and fixed two days prior to closingPrepayment options are as specified in the interest rate optionsPrepayable in whole at anytime, without penalty (or in part upon request)Non-callable until October 1, 2025; prepayable at par thereafterPrepayment with make-whole provision2022A: $8,5002022B, Cinderella Structure: $11,5002022B, Forward Delivery Structure: $13,000$0 $10,000 $9,500 (i) Term sheet expires on March 15, 2022 (i) Term sheet expires on February 1, 2022 (i) Proposal expires March 15, 2022(ii) Acceleration rights if given to other parity debt holders(iii) Pension plan defaults could be event of defaultPrepared by PFM Financial Advisors LLC2 of 51/27/202211.A.1Packet Pg. 46Attachment: Attach 1 Series 2022 Special Obligation Refunding Revenue Notes - Recommendation
Collier County, FloridaSpecial Obligation Revenue Refunding Notes, Series 2022ABRFP SummaryNotes Proposed ForInterest Rate OptionsRate Set CalculationRate Locked to Closing, or Date to be SetPrepayment ProvisionsLegal/Other FeesOther Conditions & NotesRaymond James Capital Funding, Inc. Sterling National Bank TD Bank, N.A. Truist Bank2022A, 2022B 2022A 2022A, 2022B 2022A, 2022B2022A (Current), Fixed: 1.47%2022B (Forward Delivery), Fixed: 1.85%Fixed rate: 1.425%2022A (Current), Fixed: 1.43%2022B (Cinderella Structure), Fixed: 2.32% that converts to 1.90%2022B (Forward Delivery), Indicative: 1.96%2022A (Current), Fixed: 1.82%2022B (Cinderella Structure), Fixed: 2.84% that converts to 2.24%N/A N/A Federal Home Loan Bank Rate + spread N/ARates valid through a closing by March 15, 2022 Rates valid through a closing by February 28, 2022Rates valid through a closing by March 15, 2022, if bank is notified by January 28, 2022, and if the rate is still available. This does not apply to forward delivery, which would require a rate lock agreementRates valid through March 20, 2022Series 2022A: Prepayable in whole or in part, on any business day on or after October 1, 2027, without penaltySeries 2022B: Prepayable in whole or in part, on any business day on or after October 1, 2031, without penaltyNon-callable in years 1 and 2;prepayable starting in year 3 with 1% premium; thereafter without penaltyPrepayable, in whole or in part, subject to Make Whole Call provision(Par call option also available for additional 3 bps for 2022A, and 13 bps for 2022B; not available for forward delivery)Prepayment subject to Make Whole Call provision, though the County may pay additional basis points for a varity of prepayment options, through and including prepayment at any time without penalty$33,000 $0 $31,000 $31,000 (i) Term sheet expires on March 15, 2022(ii) Lender to make loan with a 0.25% original issue discount for federal tax purposes(i) Term sheet expires on February 2, 2022 (i) Term sheet expires February 4, 2022 (i) Term sheet expires March 20, 2022Prepared by PFM Financial Advisors LLC3 of 51/27/202211.A.1Packet Pg. 47Attachment: Attach 1 Series 2022 Special Obligation Refunding Revenue Notes - Recommendation
Collier County, FloridaSpecial Obligation Revenue Refunding Notes, Series 2022ABRFP SummaryNotes Proposed ForInterest Rate OptionsRate Set CalculationRate Locked to Closing, or Date to be SetPrepayment ProvisionsLegal/Other FeesOther Conditions & NotesU.S. Bank Webster Public Finance Corporation Wells Fargo Bank, N.A. Zions Bank2022A 2022A 2022A 2022AFixed rate: 1.45%Fixed rate: 1.47%Rate of 1.27% offered if the County changes the amortization schedule (changes savings structure)Indicative rate: 1.387% Fixed rate: 1.86%N/A N/A Not Specified Not SpecifiedRates valid through week of March 14, 2022Rates valid until a closing by March 15, 2022, if bank is notified by January 31, 2022Actual rates to be determined on a date mutually agreeable between the County and the bankQuote locked for 60 days, floating thereafterNot prepayable, although can be prepayable anytime after 4 years for an additional 5 bpsPrepayable starting October 1, 2024, without penaltyPrepayment subject to Make Whole Call provision Prepayment any time at par $20,000 $4,000 $25,000 $0 (i) Term sheet expires March 18, 2022 (i) Term sheet expires February 15, 2022 (i) Term sheet expires February 19, 2022(ii) Financing documents to include clawback language(iii) Non-DTC eligible CUSIP number(iv) Indemnification languagePrepared by PFM Financial Advisors LLC4 of 51/27/202211.A.1Packet Pg. 48Attachment: Attach 1 Series 2022 Special Obligation Refunding Revenue Notes - Recommendation
Collier County Abridged SummaryTax-Exempt Structure (2022A)Forward Delivery Structure (2022B)Tax-Exempt Rate Taxable RateTax-Exempt Conversion RateTax-Exempt RateBank of America, N.A.1.91% 1.91% IndicativeOne rate for both seriesBarclays Capital Inc.IndicativeCapital One Public Funding, LLC1.69% 2.27% FixedFirst Foundation Public Finance1.72% FixedJPMorgan Chase Bank, N. A.1.52% 2.17% 1.70% 1.77% IndicativeKey Government Finance, Inc.1.51% 2.77% 2.19% 2.49% FixedPinnacle Public Finance, Inc.1.60% FixedPNC Bank, N.A.1.40% - IndicativeRaymond James Capital Funding, Inc.1.47% 1.85% Fixed0.25% discount structureSterling National Bank1.43% - FixedTD Bank, N.A.1.43% 2.32% 1.90% 1.96% FixedForward is indicativeTruist Bank1.82% 2.84% 2.24% - FixedU.S. Bank1.45% - FixedWebster Public Finance Corporation1.47% FixedWells Fargo Bank, N.A.1.39% IndicativeZions Bank1.86% FixedNotes: - Raymond James is the best overall savings for the 2022B excluding JPM which is indicative and subject to a rate lock agreement.- The gap between RJ and the best fixed rate (1.43%) on 2022A is about $115k in PV savings, so it is worthwhile to split the deal up- I did not consider Barclays in this as it is essentially a directly placed public offering- The County received some stronger rates for 2022A that are indicative. I would be wary of an indicative rate in this market, especiallygiven that they are only a few basis points better than the fixed rates. Sterling + RJ seems to be best comboCinderella Structure (2022B)Scale11.A.1Packet Pg. 49Attachment: Attach 1 Series 2022 Special Obligation Refunding Revenue Notes - Recommendation
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 1
SOURCES AND USES OF FUNDS
Collier County, Florida
Refunding of Series 2011 and Series 2013 Bonds
---
Final Numbers
2022A Lender: Webster Bank
2022B Lender: Raymond James
Dated Date 03/15/2022 07/06/2022
Delivery Date 03/15/2022 07/06/2022
Refunding of Refunding of
Sources: Series 2011 Series 2013 Total
Bond Proceeds:
Par Amount 32,865,000.00 75,560,000.00 108,425,000.00
Original Issue Discount -188,900.00 -188,900.00
32,865,000.00 75,371,100.00 108,236,100.00
Refunding of Refunding of
Uses: Series 2011 Series 2013 Total
Refunding Escrow Deposits:
Cash Deposit 32,815,197.29 75,228,487.50 108,043,684.79
Delivery Date Expenses:
Cost of Issuance 49,802.71 142,612.50 192,415.21
32,865,000.00 75,371,100.00 108,236,100.00
11.A.2
Packet Pg. 50 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 2
BOND SUMMARY STATISTICS
Collier County, Florida
Refunding of Series 2011 and Series 2013 Bonds
---
Final Numbers
2022A Lender: Webster Bank
2022B Lender: Raymond James
Refunding of Refunding of
Series 2011 Series 2013 Aggregate
Earliest Dated Date 03/15/2022 07/06/2022 03/15/2022
Earliest Delivery Date 03/15/2022 07/06/2022 03/15/2022
Last Maturity 10/01/2029 10/01/2035 10/01/2035
Arbitrage Yield 1.826830% 1.826830% 1.826830%
True Interest Cost (TIC) 1.424900% 1.883869% 1.826830%
Net Interest Cost (NIC) 1.425000% 1.880768% 1.767673%
All-In TIC 1.487367% 1.909404% 1.856923%
Average Coupon 1.425000% 1.850000% 1.741426%
Average Life (years) 2.509 8.125 6.638
Duration of Issue (years) 2.447 7.489 6.182
Par Amount 32,865,000.00 75,560,000.00 108,425,000.00
Bond Proceeds 32,865,000.00 75,371,100.00 108,236,100.00
Total Interest 1,174,886.41 11,358,177.78 12,533,064.19
Net Interest 1,174,886.41 11,547,077.78 12,721,964.19
Total Debt Service 34,039,886.41 86,918,177.78 120,958,064.19
Maximum Annual Debt Service 8,679,977.63 9,655,305.00 11,307,808.76
Average Annual Debt Service 4,511,914.25 6,566,745.86 8,930,455.93
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price 100.000000 99.750000 99.825778
Par Average Average PV of 1 bp
Bond Component Value Price Coupon Life change
Bond Component 108,425,000.00 99.826 1.800% 6.423 63,912.40
108,425,000.00 6.423 63,912.40
11.A.2
Packet Pg. 51 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 3
BOND SUMMARY STATISTICS
Collier County, Florida
Refunding of Series 2011 and Series 2013 Bonds
---
Final Numbers
2022A Lender: Webster Bank
2022B Lender: Raymond James
All-In Arbitrage
TIC TIC Yield
Par Value 108,425,000.00 108,425,000.00 108,425,000.00
+ Accrued Interest
+ Premium (Discount)-188,900.00 -188,900.00 -188,900.00
- Underwriter's Discount
- Cost of Issuance Expense -192,415.21
- Other Amounts
Target Value 108,236,100.00 108,043,684.79 108,236,100.00
Target Date Multiple Multiple Multiple
Yield 1.826830% 1.856923% 1.826830%
11.A.2
Packet Pg. 52 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 4
SUMMARY OF REFUNDING RESULTS
Collier County, Florida
Refunding of Series 2011 and Series 2013 Bonds
---
Final Numbers
2022A Lender: Webster Bank
2022B Lender: Raymond James
Refunding of Refunding of
Series 2011 Series 2013 Total
Dated Date 03/15/2022 07/06/2022 03/15/2022
Delivery Date 03/15/2022 07/06/2022 03/15/2022
Arbitrage Yield 1.826830% 1.826830% 1.826830%
Escrow Yield
Value of Negative Arbitrage
Bond Par Amount 32,865,000.00 75,560,000.00 108,425,000.00
True Interest Cost 1.424900% 1.883869% 1.826830%
Net Interest Cost 1.425000% 1.880768% 1.767673%
Average Coupon 1.425000% 1.850000% 1.741426%
Average Life 2.509 8.125 6.638
Par amount of refunded bonds 32,215,000.00 73,805,000.00 106,020,000.00
Average coupon of refunded bonds 3.691927% 3.860056% 3.721245%
Average life of refunded bonds 2.650 8.510 6.944
Net PV Savings 1,797,305.54 10,459,122.52 12,256,428.06
Percentage savings of refunded bonds 5.579095% 14.171293% 11.560487%
Percentage savings of refunding bonds 5.468753% 13.842142% 11.304061%
11.A.2
Packet Pg. 53 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 5
SUMMARY OF BONDS REFUNDED
Collier County, Florida
Refunding of Series 2011
---
Tax-Exempt Current Refunding
Bank Lender: Webster Bank
Prior Debt
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Special Obligation Refunding Revenue Bonds, Series 2011, BOND:
10/01/2022 5.000% 7,500,000 03/15/2022 100.000
10/01/2023 5.000% 7,875,000 03/15/2022 100.000
10/01/2024 3.000% 8,270,000 03/15/2022 100.000
10/01/2025 3.250% 1,605,000 03/15/2022 100.000
10/01/2026 3.375% 1,655,000 03/15/2022 100.000
10/01/2027 3.500% 1,710,000 03/15/2022 100.000
10/01/2028 3.625% 1,770,000 03/15/2022 100.000
10/01/2029 3.750% 1,830,000 03/15/2022 100.000
32,215,000
11.A.2
Packet Pg. 54 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 6
SUMMARY OF BONDS REFUNDED
Collier County, Florida
Refunding of Series 2013
---
Tax-Exempt Forward Refunding
Bank Lender: Raymond James
Prior Debt
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Special Obligation Refunding Revenue Bonds, Series 2013, BOND:
10/01/2025 4.000% 7,705,000 10/01/2022 100.000
10/01/2026 4.000% 4,860,000 10/01/2022 100.000
10/01/2027 4.000% 5,050,000 10/01/2022 100.000
10/01/2028 4.000% 5,250,000 10/01/2022 100.000
10/01/2029 3.500% 5,460,000 10/01/2022 100.000
10/01/2030 3.500% 7,660,000 10/01/2022 100.000
10/01/2031 3.500% 7,925,000 10/01/2022 100.000
10/01/2032 4.000% 8,200,000 10/01/2022 100.000
10/01/2033 4.000% 8,525,000 10/01/2022 100.000
10/01/2034 4.000% 6,455,000 10/01/2022 100.000
10/01/2035 4.000% 6,715,000 10/01/2022 100.000
73,805,000
11.A.2
Packet Pg. 55 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 7
SAVINGS
Collier County, Florida
Refunding of Series 2011
---
Tax-Exempt Current Refunding
Bank Lender: Webster Bank
Present Value
Prior Refunding to 03/15/2022
Date Debt Service Debt Service Savings @ 1.8268300%
10/01/2022 8,817,506.26 8,679,977.63 137,528.63 142,131.56
10/01/2023 8,817,506.26 8,563,270.00 254,236.26 249,833.81
10/01/2024 8,818,756.26 8,561,206.26 257,550.00 247,288.94
10/01/2025 1,905,656.26 1,652,503.76 253,152.50 238,155.47
10/01/2026 1,903,493.76 1,645,558.76 257,935.00 238,139.76
10/01/2027 1,902,637.50 1,648,400.00 254,237.50 230,366.24
10/01/2028 1,902,787.50 1,645,885.00 256,902.50 228,429.40
10/01/2029 1,898,625.00 1,643,085.00 255,540.00 222,960.36
35,966,968.80 34,039,886.41 1,927,082.39 1,797,305.54
Savings Summary
PV of savings from cash flow 1,797,305.54
Net PV Savings 1,797,305.54
11.A.2
Packet Pg. 56 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 8
SAVINGS
Collier County, Florida
Refunding of Series 2013
---
Tax-Exempt Forward Refunding
Bank Lender: Raymond James
Present Value
Prior Refunding to 03/15/2022
Date Debt Service Debt Service Savings @ 1.8268300%
10/01/2022 1,423,487.50 1,210,050.28 213,437.22 211,334.42
10/01/2023 2,846,975.00 1,951,580.00 895,395.00 877,103.76
10/01/2024 2,846,975.00 1,951,035.00 895,940.00 861,863.80
10/01/2025 10,551,975.00 9,655,305.00 896,670.00 847,062.52
10/01/2026 7,398,775.00 6,501,847.50 896,927.50 831,384.00
10/01/2027 7,394,375.00 6,493,890.00 900,485.00 819,219.70
10/01/2028 7,392,375.00 6,494,267.50 898,107.50 801,930.69
10/01/2029 7,392,375.00 6,492,795.00 899,580.00 788,330.69
10/01/2030 9,401,275.00 8,504,472.50 896,802.50 771,403.20
10/01/2031 9,398,175.00 8,502,022.50 896,152.50 756,472.89
10/01/2032 9,395,800.00 8,496,982.50 898,817.50 744,541.53
10/01/2033 9,392,800.00 8,494,352.50 898,447.50 730,156.44
10/01/2034 6,981,800.00 6,084,040.00 897,760.00 715,757.76
10/01/2035 6,983,600.00 6,085,537.50 898,062.50 702,561.12
98,800,762.50 86,918,177.78 11,882,584.72 10,459,122.52
Savings Summary
PV of savings from cash flow 10,459,122.52
Net PV Savings 10,459,122.52
11.A.2
Packet Pg. 57 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 9
BOND PRICING
Collier County, Florida
Refunding of Series 2011
---
Tax-Exempt Current Refunding
Bank Lender: Webster Bank
Maturity
Bond Component Date Amount Rate Yield Price
Bond Component:
10/01/2022 8,425,000 1.425% 1.425% 100.000
10/01/2023 8,215,000 1.425% 1.425% 100.000
10/01/2024 8,330,000 1.425% 1.425% 100.000
10/01/2025 1,540,000 1.425% 1.425% 100.000
10/01/2026 1,555,000 1.425% 1.425% 100.000
10/01/2027 1,580,000 1.425% 1.425% 100.000
10/01/2028 1,600,000 1.425% 1.425% 100.000
10/01/2029 1,620,000 1.425% 1.425% 100.000
32,865,000
Dated Date 03/15/2022
Delivery Date 03/15/2022
First Coupon 10/01/2022
Par Amount 32,865,000.00
Original Issue Discount
Production 32,865,000.00 100.000000%
Underwriter's Discount
Purchase Price 32,865,000.00 100.000000%
Accrued Interest
Net Proceeds 32,865,000.00
11.A.2
Packet Pg. 58 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 10
BOND PRICING
Collier County, Florida
Refunding of Series 2013
---
Tax-Exempt Forward Refunding
Bank Lender: Raymond James
Maturity Premium
Bond Component Date Amount Rate Yield Price (-Discount)
Bond Component:
10/01/2022 880,000 1.850% 2.902% 99.750 -2,200.00
10/01/2023 570,000 1.850% 2.055% 99.750 -1,425.00
10/01/2024 580,000 1.850% 1.964% 99.750 -1,450.00
10/01/2025 8,295,000 1.850% 1.930% 99.750 -20,737.50
10/01/2026 5,295,000 1.850% 1.911% 99.750 -13,237.50
10/01/2027 5,385,000 1.850% 1.900% 99.750 -13,462.50
10/01/2028 5,485,000 1.850% 1.893% 99.750 -13,712.50
10/01/2029 5,585,000 1.850% 1.887% 99.750 -13,962.50
10/01/2030 7,700,000 1.850% 1.883% 99.750 -19,250.00
10/01/2031 7,840,000 1.850% 1.879% 99.750 -19,600.00
10/01/2032 7,980,000 1.850% 1.877% 99.750 -19,950.00
10/01/2033 8,125,000 1.850% 1.875% 99.750 -20,312.50
10/01/2034 5,865,000 1.850% 1.873% 99.750 -14,662.50
10/01/2035 5,975,000 1.850% 1.871% 99.750 -14,937.50
75,560,000 -188,900.00
Dated Date 07/06/2022
Delivery Date 07/06/2022
First Coupon 10/01/2022
Par Amount 75,560,000.00
Original Issue Discount -188,900.00
Production 75,371,100.00 99.750000%
Underwriter's Discount
Purchase Price 75,371,100.00 99.750000%
Accrued Interest
Net Proceeds 75,371,100.00
11.A.2
Packet Pg. 59 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 11
BOND DEBT SERVICE
Collier County, Florida
Refunding of Series 2011
---
Tax-Exempt Current Refunding
Bank Lender: Webster Bank
Period
Ending Principal Coupon Interest Debt Service
10/01/2022 8,425,000 1.425% 254,977.63 8,679,977.63
10/01/2023 8,215,000 1.425% 348,270.00 8,563,270.00
10/01/2024 8,330,000 1.425% 231,206.26 8,561,206.26
10/01/2025 1,540,000 1.425% 112,503.76 1,652,503.76
10/01/2026 1,555,000 1.425% 90,558.76 1,645,558.76
10/01/2027 1,580,000 1.425% 68,400.00 1,648,400.00
10/01/2028 1,600,000 1.425% 45,885.00 1,645,885.00
10/01/2029 1,620,000 1.425% 23,085.00 1,643,085.00
32,865,000 1,174,886.41 34,039,886.41
11.A.2
Packet Pg. 60 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 12
BOND DEBT SERVICE
Collier County, Florida
Refunding of Series 2013
---
Tax-Exempt Forward Refunding
Bank Lender: Raymond James
Period
Ending Principal Coupon Interest Debt Service
10/01/2022 880,000 1.850% 330,050.28 1,210,050.28
10/01/2023 570,000 1.850% 1,381,580.00 1,951,580.00
10/01/2024 580,000 1.850% 1,371,035.00 1,951,035.00
10/01/2025 8,295,000 1.850% 1,360,305.00 9,655,305.00
10/01/2026 5,295,000 1.850% 1,206,847.50 6,501,847.50
10/01/2027 5,385,000 1.850% 1,108,890.00 6,493,890.00
10/01/2028 5,485,000 1.850% 1,009,267.50 6,494,267.50
10/01/2029 5,585,000 1.850% 907,795.00 6,492,795.00
10/01/2030 7,700,000 1.850% 804,472.50 8,504,472.50
10/01/2031 7,840,000 1.850% 662,022.50 8,502,022.50
10/01/2032 7,980,000 1.850% 516,982.50 8,496,982.50
10/01/2033 8,125,000 1.850% 369,352.50 8,494,352.50
10/01/2034 5,865,000 1.850% 219,040.00 6,084,040.00
10/01/2035 5,975,000 1.850% 110,537.50 6,085,537.50
75,560,000 11,358,177.78 86,918,177.78
11.A.2
Packet Pg. 61 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 13
BOND DEBT SERVICE
Collier County, Florida
Refunding of Series 2011
---
Tax-Exempt Current Refunding
Bank Lender: Webster Bank
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
10/01/2022 8,425,000 1.425% 254,977.63 8,679,977.63 8,679,977.63
04/01/2023 174,135.00 174,135.00
10/01/2023 8,215,000 1.425% 174,135.00 8,389,135.00 8,563,270.00
04/01/2024 115,603.13 115,603.13
10/01/2024 8,330,000 1.425% 115,603.13 8,445,603.13 8,561,206.26
04/01/2025 56,251.88 56,251.88
10/01/2025 1,540,000 1.425% 56,251.88 1,596,251.88 1,652,503.76
04/01/2026 45,279.38 45,279.38
10/01/2026 1,555,000 1.425% 45,279.38 1,600,279.38 1,645,558.76
04/01/2027 34,200.00 34,200.00
10/01/2027 1,580,000 1.425% 34,200.00 1,614,200.00 1,648,400.00
04/01/2028 22,942.50 22,942.50
10/01/2028 1,600,000 1.425% 22,942.50 1,622,942.50 1,645,885.00
04/01/2029 11,542.50 11,542.50
10/01/2029 1,620,000 1.425% 11,542.50 1,631,542.50 1,643,085.00
32,865,000 1,174,886.41 34,039,886.41 34,039,886.41
11.A.2
Packet Pg. 62 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 14
BOND DEBT SERVICE
Collier County, Florida
Refunding of Series 2013
---
Tax-Exempt Forward Refunding
Bank Lender: Raymond James
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
10/01/2022 880,000 1.850% 330,050.28 1,210,050.28 1,210,050.28
04/01/2023 690,790.00 690,790.00
10/01/2023 570,000 1.850% 690,790.00 1,260,790.00 1,951,580.00
04/01/2024 685,517.50 685,517.50
10/01/2024 580,000 1.850% 685,517.50 1,265,517.50 1,951,035.00
04/01/2025 680,152.50 680,152.50
10/01/2025 8,295,000 1.850% 680,152.50 8,975,152.50 9,655,305.00
04/01/2026 603,423.75 603,423.75
10/01/2026 5,295,000 1.850% 603,423.75 5,898,423.75 6,501,847.50
04/01/2027 554,445.00 554,445.00
10/01/2027 5,385,000 1.850% 554,445.00 5,939,445.00 6,493,890.00
04/01/2028 504,633.75 504,633.75
10/01/2028 5,485,000 1.850% 504,633.75 5,989,633.75 6,494,267.50
04/01/2029 453,897.50 453,897.50
10/01/2029 5,585,000 1.850% 453,897.50 6,038,897.50 6,492,795.00
04/01/2030 402,236.25 402,236.25
10/01/2030 7,700,000 1.850% 402,236.25 8,102,236.25 8,504,472.50
04/01/2031 331,011.25 331,011.25
10/01/2031 7,840,000 1.850% 331,011.25 8,171,011.25 8,502,022.50
04/01/2032 258,491.25 258,491.25
10/01/2032 7,980,000 1.850% 258,491.25 8,238,491.25 8,496,982.50
04/01/2033 184,676.25 184,676.25
10/01/2033 8,125,000 1.850% 184,676.25 8,309,676.25 8,494,352.50
04/01/2034 109,520.00 109,520.00
10/01/2034 5,865,000 1.850% 109,520.00 5,974,520.00 6,084,040.00
04/01/2035 55,268.75 55,268.75
10/01/2035 5,975,000 1.850% 55,268.75 6,030,268.75 6,085,537.50
75,560,000 11,358,177.78 86,918,177.78 86,918,177.78
11.A.2
Packet Pg. 63 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 15
PRIOR BOND DEBT SERVICE
Collier County, Florida
Refunding of Series 2011
---
Tax-Exempt Current Refunding
Bank Lender: Webster Bank
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
04/01/2022 658,753.13 658,753.13
10/01/2022 7,500,000 5.000% 658,753.13 8,158,753.13 8,817,506.26
04/01/2023 471,253.13 471,253.13
10/01/2023 7,875,000 5.000% 471,253.13 8,346,253.13 8,817,506.26
04/01/2024 274,378.13 274,378.13
10/01/2024 8,270,000 3.000% 274,378.13 8,544,378.13 8,818,756.26
04/01/2025 150,328.13 150,328.13
10/01/2025 1,605,000 3.250% 150,328.13 1,755,328.13 1,905,656.26
04/01/2026 124,246.88 124,246.88
10/01/2026 1,655,000 3.375% 124,246.88 1,779,246.88 1,903,493.76
04/01/2027 96,318.75 96,318.75
10/01/2027 1,710,000 3.500% 96,318.75 1,806,318.75 1,902,637.50
04/01/2028 66,393.75 66,393.75
10/01/2028 1,770,000 3.625% 66,393.75 1,836,393.75 1,902,787.50
04/01/2029 34,312.50 34,312.50
10/01/2029 1,830,000 3.750% 34,312.50 1,864,312.50 1,898,625.00
32,215,000 3,751,968.80 35,966,968.80 35,966,968.80
11.A.2
Packet Pg. 64 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 16
PRIOR BOND DEBT SERVICE
Collier County, Florida
Refunding of Series 2013
---
Tax-Exempt Forward Refunding
Bank Lender: Raymond James
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
10/01/2022 1,423,487.50 1,423,487.50 1,423,487.50
04/01/2023 1,423,487.50 1,423,487.50
10/01/2023 1,423,487.50 1,423,487.50 2,846,975.00
04/01/2024 1,423,487.50 1,423,487.50
10/01/2024 1,423,487.50 1,423,487.50 2,846,975.00
04/01/2025 1,423,487.50 1,423,487.50
10/01/2025 7,705,000 4.000% 1,423,487.50 9,128,487.50 10,551,975.00
04/01/2026 1,269,387.50 1,269,387.50
10/01/2026 4,860,000 4.000% 1,269,387.50 6,129,387.50 7,398,775.00
04/01/2027 1,172,187.50 1,172,187.50
10/01/2027 5,050,000 4.000% 1,172,187.50 6,222,187.50 7,394,375.00
04/01/2028 1,071,187.50 1,071,187.50
10/01/2028 5,250,000 4.000% 1,071,187.50 6,321,187.50 7,392,375.00
04/01/2029 966,187.50 966,187.50
10/01/2029 5,460,000 3.500% 966,187.50 6,426,187.50 7,392,375.00
04/01/2030 870,637.50 870,637.50
10/01/2030 7,660,000 3.500% 870,637.50 8,530,637.50 9,401,275.00
04/01/2031 736,587.50 736,587.50
10/01/2031 7,925,000 3.500% 736,587.50 8,661,587.50 9,398,175.00
04/01/2032 597,900.00 597,900.00
10/01/2032 8,200,000 4.000% 597,900.00 8,797,900.00 9,395,800.00
04/01/2033 433,900.00 433,900.00
10/01/2033 8,525,000 4.000% 433,900.00 8,958,900.00 9,392,800.00
04/01/2034 263,400.00 263,400.00
10/01/2034 6,455,000 4.000% 263,400.00 6,718,400.00 6,981,800.00
04/01/2035 134,300.00 134,300.00
10/01/2035 6,715,000 4.000% 134,300.00 6,849,300.00 6,983,600.00
73,805,000 24,995,762.50 98,800,762.50 98,800,762.50
11.A.2
Packet Pg. 65 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 17
ESCROW REQUIREMENTS
Collier County, Florida
Refunding of Series 2011
---
Tax-Exempt Current Refunding
Bank Lender: Webster Bank
Special Obligation Refunding Revenue Bonds, Series 2011
Period Principal
Ending Interest Redeemed Total
03/15/2022 600,197.29 32,215,000 32,815,197.29
600,197.29 32,215,000 32,815,197.29
11.A.2
Packet Pg. 66 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 18
ESCROW REQUIREMENTS
Collier County, Florida
Refunding of Series 2013
---
Tax-Exempt Forward Refunding
Bank Lender: Raymond James
Special Obligation Refunding Revenue Bonds, Series 2013
Period Principal
Ending Interest Redeemed Total
10/01/2022 1,423,487.50 73,805,000 75,228,487.50
1,423,487.50 73,805,000 75,228,487.50
11.A.2
Packet Pg. 67 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 19
ESCROW COST
Collier County, Florida
Refunding of Series 2011
---
Tax-Exempt Current Refunding
Bank Lender: Webster Bank
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
03/15/2022 32,815,197.29 32,815,197.29
0 32,815,197.29 32,815,197.29
11.A.2
Packet Pg. 68 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 20
ESCROW COST
Collier County, Florida
Refunding of Series 2013
---
Tax-Exempt Forward Refunding
Bank Lender: Raymond James
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
07/06/2022 75,228,487.50 75,228,487.50
0 75,228,487.50 75,228,487.50
11.A.2
Packet Pg. 69 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 21
ESCROW SUFFICIENCY
Collier County, Florida
Refunding of Series 2011
---
Tax-Exempt Current Refunding
Bank Lender: Webster Bank
Escrow Net Escrow Excess Excess
Date Requirement Receipts Receipts Balance
03/15/2022 32,815,197.29 32,815,197.29
32,815,197.29 32,815,197.29 0.00
11.A.2
Packet Pg. 70 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 22
ESCROW SUFFICIENCY
Collier County, Florida
Refunding of Series 2013
---
Tax-Exempt Forward Refunding
Bank Lender: Raymond James
Escrow Net Escrow Excess Excess
Date Requirement Receipts Receipts Balance
07/06/2022 75,228,487.50 75,228,487.50 75,228,487.50
10/01/2022 75,228,487.50 -75,228,487.50
75,228,487.50 75,228,487.50 0.00
11.A.2
Packet Pg. 71 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 23
ESCROW STATISTICS
Collier County, Florida
Refunding of Series 2011
---
Tax-Exempt Current Refunding
Bank Lender: Webster Bank
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Cost (years) Date Date Cost Arbitrage Dead Time
Global Proceeds Escrow:
32,815,197.29 32,815,197.29
32,815,197.29 32,815,197.29 0.00 0.00
Delivery date 03/15/2022
Arbitrage yield 1.826830%
11.A.2
Packet Pg. 72 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 24
ESCROW STATISTICS
Collier County, Florida
Refunding of Series 2013
---
Tax-Exempt Forward Refunding
Bank Lender: Raymond James
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Cost (years) Date Date Cost Arbitrage Dead Time
Global Proceeds Escrow:
75,228,487.50 74,906,166.28 322,321.22
75,228,487.50 74,906,166.28 0.00 322,321.22
Delivery date 07/06/2022
Arbitrage yield 1.826830%
11.A.2
Packet Pg. 73 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 25
FORM 8038 STATISTICS
Collier County, Florida
Refunding of Series 2011 and Series 2013 Bonds
---
Final Numbers
2022A Lender: Webster Bank
2022B Lender: Raymond James
Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Bond Component, 03/15/2022:
10/01/2022 8,425,000.00 1.425% 100.000 8,425,000.00 8,425,000.00
10/01/2023 8,215,000.00 1.425% 100.000 8,215,000.00 8,215,000.00
10/01/2024 8,330,000.00 1.425% 100.000 8,330,000.00 8,330,000.00
10/01/2025 1,540,000.00 1.425% 100.000 1,540,000.00 1,540,000.00
10/01/2026 1,555,000.00 1.425% 100.000 1,555,000.00 1,555,000.00
10/01/2027 1,580,000.00 1.425% 100.000 1,580,000.00 1,580,000.00
10/01/2028 1,600,000.00 1.425% 100.000 1,600,000.00 1,600,000.00
10/01/2029 1,620,000.00 1.425% 100.000 1,620,000.00 1,620,000.00
Bond Component, 07/06/2022:
10/01/2022 880,000.00 1.850% 99.750 877,800.00 880,000.00
10/01/2023 570,000.00 1.850% 99.750 568,575.00 570,000.00
10/01/2024 580,000.00 1.850% 99.750 578,550.00 580,000.00
10/01/2025 8,295,000.00 1.850% 99.750 8,274,262.50 8,295,000.00
10/01/2026 5,295,000.00 1.850% 99.750 5,281,762.50 5,295,000.00
10/01/2027 5,385,000.00 1.850% 99.750 5,371,537.50 5,385,000.00
10/01/2028 5,485,000.00 1.850% 99.750 5,471,287.50 5,485,000.00
10/01/2029 5,585,000.00 1.850% 99.750 5,571,037.50 5,585,000.00
10/01/2030 7,700,000.00 1.850% 99.750 7,680,750.00 7,700,000.00
10/01/2031 7,840,000.00 1.850% 99.750 7,820,400.00 7,840,000.00
10/01/2032 7,980,000.00 1.850% 99.750 7,960,050.00 7,980,000.00
10/01/2033 8,125,000.00 1.850% 99.750 8,104,687.50 8,125,000.00
10/01/2034 5,865,000.00 1.850% 99.750 5,850,337.50 5,865,000.00
10/01/2035 5,975,000.00 1.850% 99.750 5,960,062.50 5,975,000.00
108,425,000.00 108,236,100.00 108,425,000.00
Stated Weighted
Maturity Interest Issue Redemption Average
Date Rate Price at Maturity Maturity Yield
Final Maturity 10/01/2035 1.850% 5,960,062.50 5,975,000.00
Entire Issue 108,236,100.00 108,425,000.00 6.4199 1.8268%
Proceeds used for accrued interest 0.00
Proceeds used for bond issuance costs (including underwriters' discount) 192,415.21
Proceeds used for credit enhancement 0.00
Proceeds allocated to reasonably required reserve or replacement fund 0.00
Proceeds used to refund prior tax-exempt bonds 108,043,684.79
Proceeds used to refund prior taxable bonds 0.00
Remaining WAM of prior tax-exempt bonds (years) 6.7710
Remaining WAM of prior taxable bonds (years) 0.0000
Last call date of refunded tax-exempt bonds 10/01/2022
2011 Form 8038 Statistics
Proceeds used to currently refund prior issues 32,815,197.29
Proceeds used to advance refund prior issues 75,228,487.50
Remaining weighted average maturity of the bonds to be currently refunded 2.5029
Remaining weighted average maturity of the bonds to be advance refunded 8.7370
11.A.2
Packet Pg. 74 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 26
FORM 8038 STATISTICS
Collier County, Florida
Refunding of Series 2011 and Series 2013 Bonds
---
Final Numbers
2022A Lender: Webster Bank
2022B Lender: Raymond James
Refunded Bonds
Bond
Component Date Principal Coupon Price Issue Price
Special Obligation Refunding Revenue Bonds, Series 2011:
BOND 10/01/2022 7,500,000.00 5.000% 120.507 9,038,025.00
BOND 10/01/2023 7,875,000.00 5.000% 118.710 9,348,412.50
BOND 10/01/2024 8,270,000.00 3.000% 98.001 8,104,682.70
BOND 10/01/2025 1,605,000.00 3.250% 98.578 1,582,176.90
BOND 10/01/2026 1,655,000.00 3.375% 98.567 1,631,283.85
BOND 10/01/2027 1,710,000.00 3.500% 98.684 1,687,496.40
BOND 10/01/2028 1,770,000.00 3.625% 98.820 1,749,114.00
BOND 10/01/2029 1,830,000.00 3.750% 99.100 1,813,530.00
32,215,000.00 34,954,721.35
Special Obligation Refunding Revenue Bonds, Series 2013:
BOND 10/01/2025 7,705,000.00 4.000% 110.084 8,481,972.20
BOND 10/01/2026 4,860,000.00 4.000% 108.180 5,257,548.00
BOND 10/01/2027 5,050,000.00 4.000% 106.904 5,398,652.00
BOND 10/01/2028 5,250,000.00 4.000% 106.147 5,572,717.50
BOND 10/01/2029 5,460,000.00 3.500% 99.379 5,426,093.40
BOND 10/01/2030 7,660,000.00 3.500% 98.583 7,551,457.80
BOND 10/01/2031 7,925,000.00 3.500% 98.000 7,766,500.00
BOND 10/01/2032 8,200,000.00 4.000% 102.294 8,388,108.00
BOND 10/01/2033 8,525,000.00 4.000% 101.973 8,693,198.25
BOND 10/01/2034 6,455,000.00 4.000% 101.575 6,556,666.25
BOND 10/01/2035 6,715,000.00 4.000% 101.178 6,794,102.70
73,805,000.00 75,887,016.10
106,020,000.00 110,841,737.45
Remaining
Last Weighted
Call Issue Average
Date Date Maturity
Special Obligation Refunding Revenue Bonds, Series 2011 03/15/2022 01/09/2012 2.5029
Special Obligation Refunding Revenue Bonds, Series 2013 10/01/2022 04/16/2013 8.7370
All Refunded Issues 10/01/2022 6.7710
11.A.2
Packet Pg. 75 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 27
COST OF ISSUANCE
Collier County, Florida
Refunding of Series 2011 and Series 2013 Bonds
---
Final Numbers
2022A Lender: Webster Bank
2022B Lender: Raymond James
Refunding of Refunding of
Series 2011 Series 2013 Total
Bond Counsel Fee 15,000.00 35,000.00 50,000.00
Financial Advisor Fee 28,148.75 50,000.00 78,148.75
Bank Counsel Fee* 23,500.00 23,500.00
Bond Counsel Expenses 1,250.00 1,250.00 2,500.00
DAC 1,500.00 1,500.00 3,000.00
Escrow Structuring Fee 25,000.00 25,000.00
Verification Agent Fee 950.00 950.00
Escrow Agent Fee 350.00 350.00
Miscellaneous 3,903.96 5,062.50 8,966.46
49,802.71 142,612.50 192,415.21
Note: *Bank counsel fee of $18.5k to be paid at FDA execution date by County, remainder due at closing; County to reimburse at closing.
11.A.2
Packet Pg. 76 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 28
FORM 8038 STATISTICS
Collier County, Florida
Refunding of Series 2011 and Series 2013 Bonds
---
Final Numbers
2022A Lender: Webster Bank
2022B Lender: Raymond James
Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Bond Component, 03/15/2022:
10/01/2022 8,425,000.00 1.425% 100.000 8,425,000.00 8,425,000.00
10/01/2023 8,215,000.00 1.425% 100.000 8,215,000.00 8,215,000.00
10/01/2024 8,330,000.00 1.425% 100.000 8,330,000.00 8,330,000.00
10/01/2025 1,540,000.00 1.425% 100.000 1,540,000.00 1,540,000.00
10/01/2026 1,555,000.00 1.425% 100.000 1,555,000.00 1,555,000.00
10/01/2027 1,580,000.00 1.425% 100.000 1,580,000.00 1,580,000.00
10/01/2028 1,600,000.00 1.425% 100.000 1,600,000.00 1,600,000.00
10/01/2029 1,620,000.00 1.425% 100.000 1,620,000.00 1,620,000.00
Bond Component, 07/06/2022:
10/01/2022 880,000.00 1.850% 99.750 877,800.00 880,000.00
10/01/2023 570,000.00 1.850% 99.750 568,575.00 570,000.00
10/01/2024 580,000.00 1.850% 99.750 578,550.00 580,000.00
10/01/2025 8,295,000.00 1.850% 99.750 8,274,262.50 8,295,000.00
10/01/2026 5,295,000.00 1.850% 99.750 5,281,762.50 5,295,000.00
10/01/2027 5,385,000.00 1.850% 99.750 5,371,537.50 5,385,000.00
10/01/2028 5,485,000.00 1.850% 99.750 5,471,287.50 5,485,000.00
10/01/2029 5,585,000.00 1.850% 99.750 5,571,037.50 5,585,000.00
10/01/2030 7,700,000.00 1.850% 99.750 7,680,750.00 7,700,000.00
10/01/2031 7,840,000.00 1.850% 99.750 7,820,400.00 7,840,000.00
10/01/2032 7,980,000.00 1.850% 99.750 7,960,050.00 7,980,000.00
10/01/2033 8,125,000.00 1.850% 99.750 8,104,687.50 8,125,000.00
10/01/2034 5,865,000.00 1.850% 99.750 5,850,337.50 5,865,000.00
10/01/2035 5,975,000.00 1.850% 99.750 5,960,062.50 5,975,000.00
108,425,000.00 108,236,100.00 108,425,000.00
Stated Weighted
Maturity Interest Issue Redemption Average
Date Rate Price at Maturity Maturity Yield
Final Maturity 10/01/2035 1.850% 5,960,062.50 5,975,000.00
Entire Issue 108,236,100.00 108,425,000.00 6.4199 1.8268%
Proceeds used for accrued interest 0.00
Proceeds used for bond issuance costs (including underwriters' discount) 192,415.21
Proceeds used for credit enhancement 0.00
Proceeds allocated to reasonably required reserve or replacement fund 0.00
Proceeds used to refund prior tax-exempt bonds 108,043,684.79
Proceeds used to refund prior taxable bonds 0.00
Remaining WAM of prior tax-exempt bonds (years) 6.7710
Remaining WAM of prior taxable bonds (years) 0.0000
Last call date of refunded tax-exempt bonds 10/01/2022
2011 Form 8038 Statistics
Proceeds used to currently refund prior issues 32,815,197.29
Proceeds used to advance refund prior issues 75,228,487.50
Remaining weighted average maturity of the bonds to be currently refunded 2.5029
Remaining weighted average maturity of the bonds to be advance refunded 8.7370
11.A.2
Packet Pg. 77 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
Feb 18, 2022 12:22 pm Prepared by PFM Financial Advisors LLC Page 29
FORM 8038 STATISTICS
Collier County, Florida
Refunding of Series 2011 and Series 2013 Bonds
---
Final Numbers
2022A Lender: Webster Bank
2022B Lender: Raymond James
Refunded Bonds
Bond
Component Date Principal Coupon Price Issue Price
Special Obligation Refunding Revenue Bonds, Series 2011:
BOND 10/01/2022 7,500,000.00 5.000% 120.507 9,038,025.00
BOND 10/01/2023 7,875,000.00 5.000% 118.710 9,348,412.50
BOND 10/01/2024 8,270,000.00 3.000% 98.001 8,104,682.70
BOND 10/01/2025 1,605,000.00 3.250% 98.578 1,582,176.90
BOND 10/01/2026 1,655,000.00 3.375% 98.567 1,631,283.85
BOND 10/01/2027 1,710,000.00 3.500% 98.684 1,687,496.40
BOND 10/01/2028 1,770,000.00 3.625% 98.820 1,749,114.00
BOND 10/01/2029 1,830,000.00 3.750% 99.100 1,813,530.00
32,215,000.00 34,954,721.35
Special Obligation Refunding Revenue Bonds, Series 2013:
BOND 10/01/2025 7,705,000.00 4.000% 110.084 8,481,972.20
BOND 10/01/2026 4,860,000.00 4.000% 108.180 5,257,548.00
BOND 10/01/2027 5,050,000.00 4.000% 106.904 5,398,652.00
BOND 10/01/2028 5,250,000.00 4.000% 106.147 5,572,717.50
BOND 10/01/2029 5,460,000.00 3.500% 99.379 5,426,093.40
BOND 10/01/2030 7,660,000.00 3.500% 98.583 7,551,457.80
BOND 10/01/2031 7,925,000.00 3.500% 98.000 7,766,500.00
BOND 10/01/2032 8,200,000.00 4.000% 102.294 8,388,108.00
BOND 10/01/2033 8,525,000.00 4.000% 101.973 8,693,198.25
BOND 10/01/2034 6,455,000.00 4.000% 101.575 6,556,666.25
BOND 10/01/2035 6,715,000.00 4.000% 101.178 6,794,102.70
73,805,000.00 75,887,016.10
106,020,000.00 110,841,737.45
Remaining
Last Weighted
Call Issue Average
Date Date Maturity
Special Obligation Refunding Revenue Bonds, Series 2011 03/15/2022 01/09/2012 2.5029
Special Obligation Refunding Revenue Bonds, Series 2013 10/01/2022 04/16/2013 8.7370
All Refunded Issues 10/01/2022 6.7710
11.A.2
Packet Pg. 78 Attachment: Attach 2 2022AB Special Obligation Refunding Notes - Final Numbers (21489 : Series 2022 A and B refinance)
TAMPA
2502 Rocky Point Drive
Suite 106O
Tampa, Florida 33607
$731241-2222Te1
(813) 281{129 Fax
Nabors
Gjblin&-Nickersoll,o
TALLAHASSEE
1500 Mahan Drive
Suite 200
Tallahassee, Rorida 32308
@5O)2244O7OTel
(a5q22+4073Fax
PLANTATION
8201 Peters Road
Suite 1000
Plantation, Florida 33324
(954) 315{268 Tell\ l- r- C il il li I : \ i .. rr','l
February 24,2022
Mr. Mark Isackson
County Manager
Collier County, Florida
3299EastTamiami Trail, Suite 202
Naples, Florida 34287
Re:Proposed Issuance of Collier County, Florida Special Obligation
Refunding Revenue Note, Series 2022Aand Collier County, Florida
Special Obligation Refunding Revenue Note, Series 20228 under
Contract #10-5470-NS
Dear Mark:
Pursuant to our recent discussions with respect to the above-referenced transactions, this
letter will describe our responsibilities as bond counsel in connection with the issuance of the
Notes by the County. Many of these responsibilities already have been undertaken.
Bond counsel is engaged as a recognized independent expert whose primary responsibility
is to render an objective legal opinion with respect to the authorization and issuance of bonds,
notes or other instruments of indebtedness. Bond counsel is responsible for examining applicable
law; preparing the necessary financing documents, resolutions, bond/note forms, tax certificates
and other financing agreements and certificates authorizing and securing the Notes; consulting
with the parties to the transactions prior to the issuance of the Notes; attending such meetings of
the County as may be necessary to accomplish the financing; reviewing certified proceedings; and
undertaking such additional tasks as is deemed necessary to render the bond counsel opinions.
More specifically, our firm, as bond counsel, has performed and would perform the following tasks
with respect to the issuance of the Notes:
Consultation with County officials and staff concerning all legal questions relating
to the issuance of the Notes;
Attendance, upon request, at any meeting of the Board of County Commissioners
or any meeting of staff relating to the issuance of the Notes;
I
2
11.A.3
Packet Pg. 79 Attachment: Attach 3 Engagement Letter signed by NGN (21489 : Series 2022 A and B refinance)
Mr. Mark Isackson
February 24,2022
Page2
Preparation of all agreements, resolutions, bond documents and other instruments
relating to the Notes, in cooperation with the County staff and the County's financial
advisor;
Analysis and resolution of tax issues associated with the Notes, including
preparation of ruling requests and any contacts with the United States Treasury, if
necessary;
Negotiation of terms and provisions of the financing documents with counsel to the
purchasers of the Notes and review of all agreement(s) prepared by counsel to the
purchasers of the Notes;
Preparation and review of all documentation required for all closings and
coordination of closings;
Provision of opinions in written form at the time the Notes are delivered, which
opinions shall cover (i) the legality of the Notes and the proceedings by which they
are issued; (ii) the exclusion from gross income for federal income tax purposes of
interest paid with respect to the Notes, and (iii) such other issues that are required
ofbond counsel; and
Consultation with County officials and County staff concerning any additional
questions or issues that may arise with regard to the Notes.
Based upon our knowledge of these transactions and Exhibit A to of Contract #10-5470-
NS, we would propose a flat fee for our services as bond counsel of $15,000 for the Series 2022A
Note and a flat fee of $35,000 for the Series 20228 Note, actual expenses to be billed separately
(not to exceed $1,000 for each transaction). Such fees would be contingent upon the successful
issuance of the Notes. Let me know if you have any questions or concerns.
Steven E. Miller
ACCEPTED:
J
4.
5
6.
7
8.
Mark Isackson, County Manager
11.A.3
Packet Pg. 80 Attachment: Attach 3 Engagement Letter signed by NGN (21489 : Series 2022 A and B refinance)
RESOLUTION NO. _____
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA ACCEPTING THE PROPOSAL OF
WEBSTER BANK, NATIONAL ASSOCIATION (SUCCESSOR BY
MERGER TO STERLING NATIONAL BANK) TO PROVIDE THE
COUNTY WITH A TERM LOAN IN ORDER TO REFUND THE
COUNTY'S OUTSTANDING SPECIAL OBLIGATION REFUNDING
REVENUE BONDS, SERIES 2011; APPROVING THE FORM OF A
LOAN AGREEMENT; AUTHORIZING THE ISSUANCE OF THE
COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING
REVENUE NOTE, SERIES 2022A, PURSUANT TO SUCH LOAN
AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT
TO EXCEED $33,000,000 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, THE SERIES 2022A NOTE AND VARIOUS OTHER
DOCUMENTS WITH RESPECT 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 his or her absence or
unavailability, the Vice Chairman of the Board.
"Clerk" shall mean the Clerk of the Circuit Court and Comptroller of Collier
County, Florida and Ex-Officio Clerk to the Board of County Commissioners of Collier
County, Florida and such other person as may be duly authorized to act on her or his behalf,
including any Deputy Clerk.
11.A.4
Packet Pg. 81 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
2
"County" shall mean Collier County, Florida.
"County Manager" shall mean the County Manager of the County or, in his or her
absence or unavailability, any Deputy County Manager or a designee of the County
Manager.
"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 Webster Bank, National Association), and its successors
and assigns.
"Refunded Bonds" shall mean the outstanding Collier County, Florida Special
Obligation Refunding Revenue Bonds, Series 2011.
"Resolution" shall mean this Resolution, as the same may from time to time be
amended, modified or supplemented by a supplemental resolution.
"Series 2022A Note" shall mean Collier County, Florida Special Obligation
Refunding Revenue Note, Series 2022A, as such Series 2022A Note is more particularly
described in the Loan Agreement.
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 A ct. The County 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 County in accordance with the Act and to carry out and effectuate the plan and purpose
11.A.4
Packet Pg. 82 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
3
of the Act, and that the powers of the County herein exercised are in each case exercised
in accordance with the provisions of the Act and in furtherance of the purposes of the
County.
SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of the Series 2022A 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 refund certain
indebtedness of the County.
(B) Because of the current low interest rate market for tax-exempt municipal
indebtedness, the County can achieve debt service savings by refunding the Refunded
Bonds through the issuance of additional tax-exempt indebtedness.
(C) The County's Financial Advisor solicited proposals from various financial
institutions to provide a term loan to refund the Refunded Bonds.
(D) 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.
(E) The Series 2022A Note shall evidence the term loan from the Noteholder and
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.
(F) Due to the potential volatility of the market for tax-exempt obligations such
as the Series 2022A Note and the complexity of the transactions relating to such Series
2022A Note, it is in the best interest of the County to issue the Series 2022A Note by a
negotiated sale to the Noteholder, allowing the County to sell and issue the Series 2022A
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
2022A Note.
SECTION 5. AUTHORIZATION OF THE REFUNDING OF THE
REFUNDED BONDS. The refunding of the Refunded Bonds in order to achieve debt
service savings is hereby authorized.
11.A.4
Packet Pg. 83 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
4
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 and the County's Bond Counsel 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 2022A NOTE. The County hereby approves a term loan from the Noteholder in
the principal amount of not to exceed $33,000,000. The terms and provisions of the Loan
Agreement in substantially the form attached hereto as Exhibit B 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 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, his 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 2022A Note. The
Chairman and the Clerk are authorized to execute and deliver the Series 2022A 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 2022A 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 2022A Note, all
in the manner and to the extent described in the Loan Agreement.
SECTION 9. 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 or by the Loan
Agreement, 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 or desirable 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.
11.A.4
Packet Pg. 84 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
5
SECTION 10. REPEAL OF INCONSISTENT DOCUMENTS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
SECTION 11. EFFECTIVE DATE. This Resolution shall become effective
immediately upon its adoption.
DULY ADOPTED, this 8th day of March, 2022.
COLLIER COUNTY, FLORIDA
(SEAL)
William L. McDaniel, Jr.,
Chairman, Board of County Commissioners
ATTESTED:
Crystal K. Kinzel, Clerk of the Circuit
Court and Comptroller of Collier County,
Florida
Approved as to Form and Legality:
Jeffrey A. Klatzkow, County Attorney
11.A.4
Packet Pg. 85 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
EXHIBIT A
Proposal
11.A.4
Packet Pg. 86 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
EXHIBIT B
Form of Loan Agreement
11.A.4
Packet Pg. 87 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
RESOLUTION NO. _____
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA ACCEPTING THE PROPOSAL OF
RAYMOND JAMES CAPITAL FUNDING, INC. TO PROVIDE THE
COUNTY WITH A TERM LOAN IN ORDER TO REFUND THE
COUNTY'S OUTSTANDING SPECIAL OBLIGATION REFUNDING
REVENUE BONDS, SERIES 2013; APPROVING THE FORM OF A
FORWARD NOTE PURCHASE AGREEMENT; APPROVING THE
FORM OF A LOAN AGREEMENT; AUTHORIZING THE ISSUANCE
OF THE COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION
REFUNDING REVENUE NOTE, SERIES 2022B, PURSUANT TO SUCH
LOAN AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF
NOT TO EXCEED $76,000,000 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 AND APPROVING
THE FORM OF THE FORWARD NOTE PURCHASE AGREEMENT,
THE LOAN AGREEMENT, THE SERIES 2022B NOTE AND VARIOUS
OTHER DOCUMENTS WITH RESPECT THERETO; AUTHORIZING
THE EXECUTION AND DELIVERY AND APPROVING THE FORM 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.
11.A.4
Packet Pg. 88 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
2
"Chairman" shall mean the Chairman of the Board or, in his or her absence or
unavailability, the Vice Chairman of the Board.
"Clerk" shall mean the Clerk of the Circuit Court and Comptroller of Collier
County, Florida and Ex-Officio Clerk to the Board of County Commissioners of 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.
"County Manager" shall mean the County Manager of the County or, in his or her
absence or unavailability, any Deputy County Manager or a designee of the County
Manager.
"Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement to be
executed between the County and Hancock Whitney Bank, as Escrow Agent thereunder,
which shall be substantially in the form attached hereto as Exhibit D.
"Financial Advisor" means PFM Financial Advisors, LLC, and its successors and
assigns.
"Forward Note Purchase Agreement" shall mean the Forward Note Purchase
Agreement to be executed between the Noteholder and the County, which shall be
substantially in the form attached hereto as Exhibit B.
"Loan Agreement" shall mean the Loan Agreement to be executed between the
Noteholder and the County, which shall be substantially in the form attached hereto as
Exhibit C.
"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 Raymond James Capital Funding, Inc., and its successors
and assigns.
"Refunded Bonds" shall mean the outstanding Collier County, Florida Special
Obligation Refunding Revenue Bonds, Series 2013.
"Resolution" shall mean this Resolution, as the same may from time to time be
amended, modified or supplemented by a supplemental resolution.
"Series 2022B Note" shall mean Collier County, Florida Special Obligation
Refunding Revenue Note, Series 2022B, as such Series 2022B Note is more particularly
described in the Loan Agreement.
11.A.4
Packet Pg. 89 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
3
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of
adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption
of this Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the provisions of the Act. The County 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 County in accordance with the Act and to carry out and effectuate the plan and purpose
of the Act, and that the powers of the County herein exercised are in each case exercised
in accordance with the provisions of the Act and in furtherance of the purposes of the
County.
SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of the Series 2022B 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 refund certain
indebtedness of the County.
(B) Because of the current low interest rate market for tax-exempt municipal
indebtedness, the County can achieve debt service savings by refunding the Refunded
Bonds through the issuance of additional tax-exempt indebtedness.
(C) Under current federal tax law, the Refunded Bonds cannot be refunded until
a date that is no more than 90 days prior to the first optional redemption date for the
Refunded Bonds, October 1, 2022.
(D) The County's Financial Advisor solicited proposals from various financial
institutions to provide a term loan to refund the Refunded Bonds.
11.A.4
Packet Pg. 90 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
4
(E) The Noteholder submitted its proposal to provide the County with a term
loan to refund the Refunded Bonds, which proposal was the most favorable proposal
received by the County and is attached hereto as Exhibit A.
(F) Because the Series 2022B Note cannot be issued to refund the Refunded
Bonds until July 5, 2022, the Noteholder's proposal requires the execution and delivery of
the Forward Note Purchase Agreement which contains various conditions to the issuance
of the Series 2022B Note, the form of which Forward Note Purchase Agreement is attached
hereto as Exhibit B.
(G) The Series 2022B Note shall evidence the term loan from the Noteholder and
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 2022B Note and the complexity of the transactions relating to such Series
2022B Note, it is in the best interest of the County to issue the Series 2022B Note by a
negotiated sale to the Noteholder, allowing the County to sell and issue the Series 2022B
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
2022B Note.
SECTION 5. AUTHORIZATION OF THE REFUNDING OF THE
REFUNDED BONDS. The refunding of the Refunded Bonds in order to achieve 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 and the County's Bond Counsel 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 FORWARD NOTE
PURCHASE AGREEMENT. The terms and provisions of the Forward Note Purchase
Agreement in substantially the form attached hereto as Exhibit B 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 the County
seal to, the Forward Note Purchase Agreement substantially in the form attached hereto as
11.A.4
Packet Pg. 91 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
5
Exhibit B, with such changes, insertions and additions as the Chairman may approve, his
execution thereof being conclusive evidence of such approval.
SECTION 8. APPROVAL OF FORM OF LOAN AGREEMENT AND
SERIES 2022B NOTE. The County hereby approves a term loan from the Noteholder in
the principal amount of not to exceed $76,000,000. The terms and provisions of the Loan
Agreement in substantially the form attached hereto as Exhibit C 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 the County
seal to, the Loan Agreement substantially in the form attached hereto as Exhibit C, with
such changes, insertions and additions as the Chairman may approve, his 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 2022B Note. The
Chairman and the Clerk are authorized to execute and deliver the Series 2022B Note
substantially in the form attached to the Loan Agreement as Exhibit A with such changes,
insertions and additions as they may approve, their execution thereof being evidence of
such approval.
SECTION 9. AUTHORIZATION OF ESCROW DEPOSIT
AGREEMENT. The terms and provisions of the Escrow Deposit Agreement in
substantially the form attached hereto as Exhibit D 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 the County seal to, the
Escrow Deposit Agreement substantially in the form attached hereto as Exhibit D, with
such changes, insertions and additions as the Chairman may approve, his execution thereof
being conclusive evidence of such approval. Hancock Whitney Bank is hereby appointed
the initial Escrow Agent under the Escrow Deposit Agreement. The Clerk shall determine,
upon the advice of the Financial Advisor and the County's Bond Counsel, the amount of
proceeds of the Series 2022B Note to be deposited to the escrow deposit trust fund
established under the Escrow Deposit Agreement and the securities, if any, to be purchased
under the terms and provisions of the Escrow Deposit Agreement.
SECTION 10. LIMITED OBLIGATION. The obligation of the
County to repay the Series 2022B 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 2022B Note, all in the manner and to the extent described in the Loan Agreement.
SECTION 11. 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, by the Forward
11.A.4
Packet Pg. 92 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
6
Note Purchase Agreement or by the Loan Agreement, 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 or desirable 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 12. REPEAL OF INCONSISTENT DOCUMENTS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
SECTION 13. EFFECTIVE DATE. This Resolution shall become effective
immediately upon its adoption.
DULY ADOPTED, this 8th day of March, 2022.
COLLIER COUNTY, FLORIDA
(SEAL)
William L. McDaniel, Jr.,
Chairman, Board of County Commissioners
ATTESTED:
Crystal K. Kinzel, Clerk of the Circuit
Court and Comptroller of Collier County,
Florida
Approved as to Form and Legality:
Jeffrey A. Klatzkow, County Attorney
11.A.4
Packet Pg. 93 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
EXHIBIT A
Raymond James Capital Funding, Inc. Proposal
11.A.4
Packet Pg. 94 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
EXHIBIT B
Form of Forward Note Purchase Agreement
11.A.4
Packet Pg. 95 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
EXHIBIT C
Form of Loan Agreement
11.A.4
Packet Pg. 96 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
EXHIBIT D
Form of Escrow Deposit Agreement
11.A.4
Packet Pg. 97 Attachment: Attach 4 Authorizing Resolutions (21489 : Series 2022 A and B refinance)
January 26, 2022
Collier County, FL
3301 Tamiami Trail E,
Naples, FL 34112
Project: Special Obligation Refunding Revenue Note, Series 2022A
Sterling National Bank (“SNB”), and/or its successors or assigns, is pleased to present this
financing proposal (the “Term Sheet”) to Collier County, Florida subject to final credit approval,
in connection with the above-referenced project. Working with SNB has several major
advantages, including:
• Experience and Expertise: Each member of the SNB Public Finance team has significant
experience regarding the financing of essential governmental equipment and projects and can
help you document your financing in a manner that complies with applicable local laws.
• Financial Capability: The SNB Public Finance team is part of Sterling National Bank, a publicly
traded commercial bank, which has the capability of funding tax-exempt financings on a
nationwide basis.
• Reliability: The SNB Public Finance team prides itself on excellent customer service and the
prompt closing of awarded transactions.
• Simplified Financing Structure: SNB is proposing to finance 100% of the Series 2022A Note as
described in the RFP via a Tax-Exempt Revenue Note.
We look forward to working with you and your team on this assignment, and please do not hesitate to
contact us with any questions, comments, or concerns. We are positive that you will enjoy working with
SNB.
Very truly yours,
Mark A. Cargo
Managing Director
mcargo@snb.com
www.snb.com
Mark A. Cargo
Managing Director
Sterling National Bank
9667 Ravenscroft LN NW
Concord, NC 28027
704-287-4493
Email: mcargo@snb.com
Website: www.snb.com
11.A.5
Packet Pg. 98 Attachment: Attach 5 Exhibit A - Form of Proposal - Sterling Bank (21489 : Series 2022 A and B refinance)
2 | P a g e
SNB Confidential Term Sheet
TERM SHEET
TYPE OF FINANCING: A Tax-Exempt Special Obligation Refunding Revenue Note, Series
2022A (the “Series 2022A Note” or “Note”), with repayment from
the Pledged Revenues, which will enable the Borrower to refund
all or a portion of the 2011 Revenue Bonds as detailed in the RFP.
Lender will refund the Bonds on a private-placement basis.
BORROWER: Collier County, Florida (the “County”)
PURCHASER/LENDER: Sterling National Bank, and/or its successor by merger or its
designee or assignee
ESCROW/DRAW OPTION: The “Note” may be funded into a Sterling National Bank escrow
account (the “Escrow Fund”) if needed, with disbursements
made as needed. The Escrow may be set up with Sterling
National Bank at no cost and will be collateralized as required by
the State of Florida. Escrow Fund earnings will accrue for the
benefit of the borrower.
AMOUNT FINANCED: Not to Exceed $34,000,000.00.
PROJECTS/USE: The proposed Series 2022A Note will be used to: (1) refund, on
a tax-exempt current basis, all or a portion of the County’s
Special Obligation Refunding Revenue Bonds, Series 2011, and
(2) to pay the cost of issuance.
TERM: Approximately Seven (7) years, Seven (7) months (Exhibit A).
PAYMENT STRUCTURE: Borrower shall make principal and interest Note payments as set
forth in Exhibit A.
INTEREST RATE: 1.425%
ANTICIPATED CLOSING DATE: On or before March 15, 2022
Mark A. Cargo
Managing Director
Sterling National Bank
9667 Ravenscroft LN NW
Concord, NC 28027
704-287-4493
Email: mcargo@snb.com
Website: www.snb.com
11.A.5
Packet Pg. 99 Attachment: Attach 5 Exhibit A - Form of Proposal - Sterling Bank (21489 : Series 2022 A and B refinance)
3 | P a g e
SNB Confidential Term Sheet
INTEREST RATE LOCK: The Interest Rates quoted above are valid through the
Anticipated Closing Date.
BANK QUALIFICATION: If applicable, the Bond may be designated as a Bank or Non-Bank
Qualified Tax-Exempt (Exhibit A) Obligation under section 265(b)
of the Internal Revenue Code of 1986, as amended.
SECURITY: The principal of and interest on the Series 2022 Notes will be secured
by a covenant of the County to budget and appropriate sufficient
Non-Ad Valorem Revenues as detailed in the RFP.
PREPAYMENT: Borrower shall have the right to pre-pay the Note in whole (or in
part subject to mutually agreed upon parameters) on any
payment date by paying the Redemption Price, provided the
Borrower gives Lender at least thirty (30) days prior written
notice of its intent to do so. The Redemption Price, as a
percentage of the then-outstanding Note balance, shall be equal
to:
Exhibit A:
FEES OF LENDER: None. The costs of issuance incurred by Borrower, such as Note
counsel fees, are payable by Borrower and may be capitalized
into the Note upon request.
DOCUMENTATION: Borrower shall provide the documentation for the Note, subject
to review & approval by Lender. Borrower shall provide an
opinion of legal counsel attesting to the legal, valid, binding, and
enforceable nature of the Note. The Lender will use Gilmore &
Bell as counsel to review the documents. The Borrower will be
required to send the Lender financial statements on an annual
basis by agreed upon dates.
Year: Percentage:
1-2 No Call
3 101%
Thereafter 100%
11.A.5
Packet Pg. 100 Attachment: Attach 5 Exhibit A - Form of Proposal - Sterling Bank (21489 : Series 2022 A and B refinance)
4 | P a g e
SNB Confidential Term Sheet
ASSIGNMENT: Sterling National Bank (the “Purchaser/Lender”) is purchasing
the Loan Obligation as a vehicle for making a commercial loan for
its own account with the present intent to hold the Loan
Obligation to maturity or earlier prepayment, and without any
present intent to distribute or sell any interest therein or portion,
provided, however, the Purchaser/Lender reserves the right –
without the consent of (but with notice to) the Borrower - to
assign, transfer or convey the Loan in whole only, but no such
assignment, transfer or conveyance shall be effective as against
the Borrower, unless and until the Purchaser/Lender has
delivered to the Borrower written notice thereof that discloses
the name and address of the assignee and such assignment,
transfer or conveyance shall be made only to (i) an affiliate of the
registered owner of the Loan or (ii) banks, insurance companies
or other financial institutions or their affiliates. Sterling National
Bank will sign an Investment Letter as required.
IRS CIRCULAR 230 DISCLOSURE: Lender and its affiliates do not provide tax advice. Accordingly,
any discussion of U.S. tax matters contained herein (including any
attachments) is not written or intended to be used, and cannot
be used, in connection with the promotion, marketing or
recommendation by anyone unaffiliated with Lender of any of
the matters addressed herein or for the purpose of avoiding U.S.
tax-related penalties.
ADVISORY DISCLOSURE: SNB is not a registered municipal advisor as defined under the
Dodd-Frank Wall Street Reform and Consumer Protection Act
and its related rules and regulations. In providing this Term
Sheet, SNB is not providing any advice, advisory services, or
recommendations with respect to the structure, timing, terms,
or similar matters concerning an issuance of municipal securities.
This Term Sheet is a commercial, arms-length proposal that does
not create a fiduciary duty by SNB to the Borrower. The Borrower
may engage, separately and at its own cost, an advisor to review
this Term Sheet and the proposed transaction on the Borrower’s
behalf.
CREDIT APPROVAL: Although favorably prescreened, the Note is subject to final
credit approval by SNB and the negotiation of mutually
acceptable documentation. For due diligence, Lender will require
Borrower’s three (3) most recent audited financial statements,
its most recently adopted budget, and any other information that
Lender may reasonably require.
11.A.5
Packet Pg. 101 Attachment: Attach 5 Exhibit A - Form of Proposal - Sterling Bank (21489 : Series 2022 A and B refinance)
5 | P a g e
SNB Confidential Term Sheet
PROPOSAL EXPIRATION: Unless accepted by the Borrower or extended in writing by SNB
at its sole discretion, this Term Sheet shall expire on February 2,
2022.
Upon receipt of the signed Term Sheet, we will endeavor to provide you with a timely commitment, and
we will use good faith efforts to negotiate and finance the Note based on the terms herein. It is a pleasure
to offer this financing proposal and we look forward to your favorable review.
Very truly yours,
Mark A. Cargo
Managing Director
mcargo@snb.com
www.snb.com
Agreed to and Accepted by:
Collier County, FL
(Name)
(Title)
(Date)
11.A.5
Packet Pg. 102 Attachment: Attach 5 Exhibit A - Form of Proposal - Sterling Bank (21489 : Series 2022 A and B refinance)
6 | P a g e
SNB Confidential Term Sheet
Exhibit A--Sample Amortization Schedule
Funding Amount:$33,040,000.00 Interest Rate:1.425%
Down Payment:$0.00 Closing Date:3/15/2022
Capitalized Interest:$0.00 Term (years):7.58
Cost of Issuance:$0.00
Amount Financed:$33,040,000.00
Payment Payment Payment Interest Principal Outstanding Redemption
Number Date Amount Component Component Balance Price
Principal:3/15/2022 $33,040,000.00 No Call
1 10/1/2022 $8,102,494.84 $257,494.84 $7,845,000.00 $25,195,000.00 No Call
2 4/1/2023 $179,514.38 $179,514.38 $0.00 $25,195,000.00 No Call
3 10/1/2023 $8,484,514.38 $179,514.38 $8,305,000.00 $16,890,000.00 No Call
4 4/1/2024 $120,341.25 $120,341.25 $0.00 $16,890,000.00 $17,058,900.00
5 10/1/2024 $8,550,341.25 $120,341.25 $8,430,000.00 $8,460,000.00 $8,544,600.00
6 4/1/2025 $60,277.50 $60,277.50 $0.00 $8,460,000.00 $8,460,000.00
7 10/1/2025 $1,705,277.50 $60,277.50 $1,645,000.00 $6,815,000.00 $6,815,000.00
8 4/1/2026 $48,556.88 $48,556.88 $0.00 $6,815,000.00 $6,815,000.00
9 10/1/2026 $1,718,556.88 $48,556.88 $1,670,000.00 $5,145,000.00 $5,145,000.00
10 4/1/2027 $36,658.13 $36,658.13 $0.00 $5,145,000.00 $5,145,000.00
11 10/1/2027 $1,726,658.13 $36,658.13 $1,690,000.00 $3,455,000.00 $3,455,000.00
12 4/1/2028 $24,616.88 $24,616.88 $0.00 $3,455,000.00 $3,455,000.00
13 10/1/2028 $1,739,616.88 $24,616.88 $1,715,000.00 $1,740,000.00 $1,740,000.00
14 4/1/2029 $12,397.50 $12,397.50 $0.00 $1,740,000.00 $1,740,000.00
15 10/1/2029 $1,752,397.50 $12,397.50 $1,740,000.00
Total:$34,262,219.88 $1,222,219.88 $33,040,000.00
11.A.5
Packet Pg. 103 Attachment: Attach 5 Exhibit A - Form of Proposal - Sterling Bank (21489 : Series 2022 A and B refinance)
7 | P a g e
SNB Confidential Term Sheet
ABOUT – STERLING NATIONAL BANK
Sterling Bancorp, of which the principal subsidiary is Sterling National Bank, specializes in the delivery of
service and solutions to business owners, their families, and consumers within the communities we serve
through teams of dedicated and experienced relationship managers. Sterling National Bank offers a
complete line of commercial, business, and consumer banking products and services. In a 2012 annual
survey commissioned by Forbes and prepared by Governance Metrics International, a global leader in
corporate governance, we were named one of America’s 100 Most Trustworthy Companies. Sterling
National Bank has origins dating to 1888, and Sterling Bancorp is traded on the New York Stock Exchange
under the symbol “STL”. For more information about Sterling Bancorp and Sterling National Bank, please
visit www.snb.com.
The public finance group of Sterling National Bank provides tax-exempt and taxable financing solutions on
a nationwide basis for state & local governments, non-profit corporations, and the federal government.
Projects financed include virtually all types of essential capital items, including equipment, vehicles,
energy efficiency & renewable energy equipment, and real property. Financing terms are tied to the
useful life of the capital improvements and range from 3 to 20 years. Each member of the public finance
team has 25 or more years of lending experience and is committed to the timely closing of awarded
transactions.
CONTACT INFORMATION
For more information about this financing opportunity, please contact:
Mark Cargo
Managing Director
Sterling National Bank
Phone: (704) 287-4493
Email: mcargo@snb.com
11.A.5
Packet Pg. 104 Attachment: Attach 5 Exhibit A - Form of Proposal - Sterling Bank (21489 : Series 2022 A and B refinance)
LOAN AGREEMENT
BETWEEN
COLLIER COUNTY, FLORIDA
AND
WEBSTER BANK, NATIONAL ASSOCIATION
(SUCCESSOR BY MERGER TO STERLING NATIONAL BANK)
DATED MARCH 15, 2022
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Packet Pg. 105 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
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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 2022A NOTE
SECTION 2.01. REPRESENTATIONS AND COVENANTS BY THE
COUNTY ...................................................................................... 7
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE NOTEHOLDER ................................... 7
SECTION 2.03. SERIES 2022A NOTE SHALL NOT BE INDEBTEDNESS OF
THE COUNTY OR STATE ......................................................... 8
SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON-AD
VALOREM REVENUES ............................................................. 8
SECTION 2.05. PAYMENT COVENANT.................................................................. 9
SECTION 2.06. ANTI-DILUTION .............................................................................. 9
SECTION 2.07. TAX COVENANT ........................................................................... 10
SECTION 2.08. OTHER COVENANTS. .................................................................. 10
ARTICLE III
DESCRIPTION OF SERIES 2022A NOTE; PAYMENT TERMS; OPTIONAL
PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2022A NOTE. .......................... 12
SECTION 3.02. OPTIONAL PREPAYMENT. ......................................................... 13
SECTION 3.03. ADJUSTMENT TO INTEREST RATE .......................................... 13
SECTION 3.04. TRANSFER AND ASSIGNMENT. ................................................ 14
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
SECTION 4.01. EVENTS OF DEFAULT ................................................................. 15
SECTION 4.02. REMEDIES ...................................................................................... 15
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Packet Pg. 106 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
ii
ARTICLE V
MISCELLANEOUS
SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS
AGREEMENT ............................................................................ 17
SECTION 5.02. COUNTERPARTS........................................................................... 17
SECTION 5.03. SEVERABILITY ............................................................................. 17
SECTION 5.04. TERM OF AGREEMENT ............................................................... 17
SECTION 5.05. NOTICE OF CHANGES IN FACT ................................................. 17
SECTION 5.06. NOTICES ......................................................................................... 18
SECTION 5.07. COUNTY'S NOTICE FILINGS RELATED TO THE SERIES
2022A NOTE FOR SEC RULE 15C2-12 .................................. 18
SECTION 5.08. NO THIRD-PARTY BENEFICIARIES .......................................... 18
SECTION 5.09. APPLICABLE LAW........................................................................ 18
SECTION 5.10. WAIVER OF JURY TRIAL ............................................................ 18
SECTION 5.11. NO ADVISORY OR FIDUCIARY RELATIONSHIP. .................. 18
SECTION 5.12. INCORPORATION BY REFERENCE ........................................... 19
EXHIBIT A - FORM OF SERIES 2022A NOTE
11.A.6
Packet Pg. 107 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
This LOAN AGREEMENT (this "Agreement") is made and entered into as of
March 15, 2022, by and between COLLIER COUNTY, FLORIDA, a political
subdivision under the laws of the State of Florida (the "County"), and WEBSTER BANK,
NATIONAL ASSOCIATION (SUCCESSOR BY MERGER TO STERLING
NATIONAL BANK), a banking association duly organized and existing under the laws
of the United States of America and authorized to do business in the State of Florida, and
its successors and assigns (the "Noteholder");
W I T N E S S E T H:
WHEREAS, the County is authorized by provisions of the Florida Constitution,
Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the
"Act") to, among other things, acquire, construct, equip, own, sell, lease, operate and
maintain various capital improvements and public facilities to promote the health, welfare
and economic prosperity of the residents of the County and to borrow money to finance
and refinance the acquisition, construction, equipping and maintenance of such capital
improvements and public facilities; and
WHEREAS, the County previously issued its Special Obligation Refunding
Revenue Bonds, Series 2011 (the "Refunded Bonds") to refund certain indebtedness of the
County; and
WHEREAS, because of the current low interest rate market for tax-exempt
municipal indebtedness, the County can achieve debt service savings by refunding the
Refunded Bonds through the issuance of additional tax-exempt indebtedness; and
WHEREAS, 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 Sterling National Bank (including its
successor by merger, Webster Bank, National Association, and any subsequent successors
or assigns, 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 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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Packet Pg. 108 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
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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 March 15, 2022, between the
County and the Noteholder and any and all modifications, alterations, amendments and
supplements hereto made in accordance with the provisions hereof.
"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 County's annual audit.
"Chairman" shall mean the Chairman of the Board or, in his or her absence or
unavailability, the Vice Chairman of the Board.
"Clerk" shall mean the Clerk of the Circuit Court and Comptroller of Collier
County, Florida and Ex-Officio Clerk to the Board of County Commissioners of Collier
County, Florida and such other person as may be duly authorized to act on her or his behalf,
including any Deputy Clerk.
"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.
11.A.6
Packet Pg. 109 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
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"County" shall mean Collier County, Florida.
"County Manager" shall mean the County Manager of the County or, in his or her
absence or unavailability, any Deputy County Manager or a designee of the County
Manager.
"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 as a
secondary source of funds 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 Agreement 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.
"Determination of Taxability" shall mean the circumstance of interest paid or
payable on the Series 2022A 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 2022A Note is includable in the gross income of the Noteholder; (b) the
issuance of any public or private ruling of the Internal Revenue Service that any interest
payable on the Series 2022A 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 2022A 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 2022A Note is deemed includable in the gross income of the Noteholder. A
11.A.6
Packet Pg. 110 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
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Determination of Taxability does not include and is not triggered by a change in law by
Congress that causes the interest to be includable in the Noteholder's gross income.
"Financial Advisor" shall mean the Issuer's financial advisor, which as of the date
hereof is PFM Financial Advisors LLC.
"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 County's 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 County's annual audit.
"Hedge Agreement" shall mean an agreement in writing between the County and
a Counterparty pursuant to which (a) 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 (b) 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, 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 County's annual audit.
"Interest Rate" shall mean a fixed interest rate equal to 1.425% per annum. The
Interest Rate is subject to adjustment pursuant to Section 3.03 hereof.
"Maturity Date" shall mean October 1, 2029.
"Maximum Annual Debt Service" shall mean the largest aggregate amount of the
annual debt service coming due on the Series 2022A Note in any Fiscal Year.
11.A.6
Packet Pg. 111 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
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"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 County's 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 Webster Bank, National Association (as successor by
merger to Sterling National Bank), and any successors 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 the County's outstanding Collier County, Florida
Special Obligation Refunding Revenue Bonds, Series 2011.
"Resolution" shall mean Resolution No. ________ adopted by the County on
March 8, 2022, which, among other things, authorized the execution and delivery of this
Agreement and the issuance of the Series 2022A Note.
"Series 2022A Note" shall mean the Collier County, Florida Special Obligation
Refunding Revenue Note, Series 2022A, 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.
"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 2022A
Note, as such certificate may be amended from time to time.
11.A.6
Packet Pg. 112 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
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"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 County's
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
term used in this Agreement not herein defined shall have the meaning ascribed to such
term 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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11.A.6
Packet Pg. 113 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
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ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS;
SECURITY FOR SERIES 2022A NOTE
SECTION 2.01. REPRESENTATIONS AND COVENANTS 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 2022A Note
in the 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 2022A
Note, and to perform all of its obligations hereunder and under the Series 2022A 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 2022A Note
and enter into this Agreement and, when executed and delivered, the Series 2022A Note
and this 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 2022A Note, in any way questioning or affecting the organization or existence
of the County or the right of any of its officers to their respective offices, in any way
questioning or affecting the covenant to budget and appropriate the Non-Ad Valorem
Revenues, or which would have a materially adverse effect on the County (financial or
otherwise).
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE NOTEHOLDER. The Noteholder hereby represents, warrants
and agrees that it is a national banking association authorized to execute and deliver this
Agreement and to perform its obligations hereunder, and such execution and delivery will
11.A.6
Packet Pg. 114 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
8
not constitute a violation of its charter, articles of association 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 2022A Note for the purpose of refunding
the Refunded Bonds and paying costs of issuance.
SECTION 2.03. SERIES 2022A NOTE SHALL NOT BE INDEBTEDNESS
OF THE COUNTY OR STATE. The Series 2022A 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 2022A Note or the interest thereon. The Series 2022A
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.
SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON-
AD VALOREM REVENUES. During such time as the Series 2022A Note is outstanding
hereunder or any amounts due hereunder or with respect to the Series 2022A Note remain
unpaid or outstanding, the County covenants and agrees to appropriate in its annual budget,
by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to pay
principal of and interest on the Series 2022A 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 Noteholder 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
2022A 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
11.A.6
Packet Pg. 115 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
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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 2.05. PAYMENT COVENANT. The County covenants that it
shall duly and punctually pay from the Non-Ad Valorem Revenues in accordance with
Section 2.04 hereof, the principal of and interest on the Series 2022A Note at the dates and
place and in the manner provided herein and in the Series 2022A Note according to the
true intent and meaning thereof and all other amounts due under this Agreement.
SECTION 2.06. ANTI-DILUTION. During such time as the Series 2022A
Note is outstanding hereunder or any amounts due hereunder or with respect to the Series
2022A Note remain unpaid or outstanding, the County agrees and covenants with the
Noteholder that upon the issuance of any subsequent Debt (1) Non-Ad Valorem Revenues
shall cover projected Maximum Annual Debt Service on the Series 2022A Note and
maximum annual debt service on Debt by at least 1.5x; and (2) projected Maximum Annual
Debt Service on the Series 2022A 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 2022A 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 audited financial
statements. For purposes of the calculations required by clauses (1) and (2) above,
Maximum Annual Debt Service on the Series 2022A Note and maximum annual debt
service on Debt shall be determined 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 2.06, 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 from its original date of issuance 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
11.A.6
Packet Pg. 116 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
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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 but only up to the notional amount of the Qualified Hedge Agreement . 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
and shall not be included in the determination of Non-Ad Valorem Revenues for purposes
of this Section 2.06, 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.
SECTION 2.07. TAX COVENANT. (a) In order to maintain the exclusion
from gross income for purposes of federal income taxation of interest on the Series 2022A
Note, the County shall comply with each requirement of the Code applicable to the Series
2022A 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 2022A 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 2022A Note for federal income tax purposes, the covenants
contained in this Section shall survive the payment of the Series 2022A 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 2022A Note to be an "arbitrage bond" within the meaning of Section
148(a) of the Code.
SECTION 2.08. OTHER COVENANTS. The County will furnish to the
Noteholder within 270 days after the close of each Fiscal Year a copy of the annual audited
financial statements of the County, audited by a certified public accountants, together with
the report of such accountants to the effect that such audit has been conducted in
accordance with generally accepted auditing standards and stating whether such financial
statements present fairly in all material respects the financial position of the County and
the results of operations and cash flows for the periods covered by the aud it report, all in
conformity with generally accepted accounting principles applied on a consistent basis .
The County shall provide the Noteholder with a copy of the annual budget of the County
each year within 30 days of the final adoption of such budget. With reasonable promptness
11.A.6
Packet Pg. 117 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
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the County shall provide such other information as may be reasonably requested by the
Noteholder from time to time.
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11.A.6
Packet Pg. 118 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
12
ARTICLE III
DESCRIPTION OF SERIES 2022A NOTE; PAYMENT TERMS;
OPTIONAL PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2022A NOTE. (a) The
County hereby authorizes the issuance and delivery of the Series 2022A Note to the
Noteholder which Series 2022A 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 2022A." The text of the Series 2022A 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 2022A Note. The
provisions of the form of the Series 2022A Note are hereby incorporated in this Agreement.
(b) The Series 2022A Note shall be dated the date of its delivery. The Series
2022A Note shall be issued as one note and the authorized denomination of the Series
2022A Note shall be its outstanding principal amount. The Series 2022A 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 2022A Note, shall cease to be such officer of the County before the Series 2022A
Note so signed and sealed shall have been actually delivered, such Series 2022A Note may
nevertheless be delivered as herein provided and may be issued as if the person who signed
or sealed such Series 2022A Note had not ceased to hold such office.
(c) The Series 2022A 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 2022A Note shall be payable semi-annually
on October 1 and April 1 of each year, commencing October 1, 2022 (each an "Interest
Payment Date") so long as any amount under the Series 2022A Note remains outstanding.
Principal of the Series 2022A Note shall be payable annually on October 1 of each year,
commencing October 1, 2022 (each a "Principal Payment Date"), through and including
the Maturity Date. The annual principal payments shall be set forth in the Series 2022A
Note. The Series 2022A Note shall be purchased by the Noteholder from the County at a
purchase price equal to 100.00% of the principal amount thereof.
(d) All payments of principal of and interest on the Series 2022A Note shall be
payable in any coin or currency of the United States which, at the time of payment, is legal
tender for the payment of public and private debts and shall be made to the Noteholder in
whose name the Series 2022A 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 by check or draft or by bank wire transfer or in such other manner as is agreed to
11.A.6
Packet Pg. 119 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
13
between the County and the Noteholder. Notwithstanding the foregoing, the Noteholder
shall be required to present and surrender a Series 2022A Note to the County only for the
final payment of the principal of such Series 2022A Note or shall otherwise provide
evidence that such Series 2022A Note has been fully paid and cancelled. If any Interest
Payment Date or Principal Payment Date is not a Business Day, the corresponding payment
shall be due on the next succeeding Business Day. The County shall maintain books and
records with respect to the identity of the holder of the Series 2022A Note, including a
complete and accurate record of any assignment of this Agreement and the Series 2022A
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 2022A Note. The County shall pay the fees of the
Noteholder's legal counsel in the amount of $8,500.00.
SECTION 3.02. OPTIONAL PREPAYMENT. The Series 2022A Note may
be prepaid on April 1, 2024, and any Interest Payment Date thereafter, at the option of the
County, in whole or in part, from any moneys legally available therefor, upon 30 days prior
written notice to the Noteholder, by paying to the Noteholder such principal amount of the
Series 2022A Note to be prepaid, together with the unpaid interest accrued on such
principal amount to the date of such prepayment at the following prices:
April 1, 2024 - October 1, 2025 101%
April 1, 2025 and thereafter 100%
Any partial prepayment of a Series 2022A Note may occur once per calendar year,
shall be made in the minimum principal amount of $1,000,000, and shall be applied in
inverse order of the remaining principal payments.
SECTION 3.03. ADJUSTMENT TO INTEREST RATE. While the Series
2022A Note remains outstanding, upon the occurrence of a Determination of Taxability
the Interest Rate on the Series 2022A Note immediately shall be increased to such rate as
shall be determined by the Noteholder, absent manifest error, as shall be necessary to
provide to the Noteholder an after-tax yield on the then outstanding principal amount of
the Series 2022A Note equal to the after-tax yield to the Noteholder, if such Determination
of Taxability had not occurred (the "Adjusted Rate"); provided, however, such Adjusted
Rate shall never exceed the maximum rate allowable by law. Immediately upon a
Determination of Taxability, the County also agrees to pay to the Noteholder, the
Additional Amount. "Additional Amount" means (a) the difference between (i) interest on
the Series 2022A Note for the period commencing on the date on which the interest on the
Series 2022A Note (or portion thereof) is deemed to have lost its tax-exempt status and
ending on the effective date of the adjustment of the Interest Rate to the Adjusted Rate (the
"Prior Taxable Period") at a rate per annum equal to the Adjusted Rate and (ii) the
aggregate amount of interest paid on the Series 2022A Note during the Prior Taxable
Period at the Interest Rate applicable to the Series 2022A Note prior to the adjustment to
11.A.6
Packet Pg. 120 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
14
the Adjusted Rate, plus (b) 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. The obligation to pay such additional interest and such other costs, expenses,
penalties, attorney's fees and other losses shall survive the payment of the principal of the
Series 2022A Note but shall be payable solely from the Non-Ad Valorem Revenues in the
manner and to the extent described herein.
SECTION 3.04. TRANSFER AND ASSIGNMENT. The Noteholder's right,
title and interest in and to the Series 2022A Note and any amounts payable by the County
thereunder may be assigned and reassigned in whole only (not in part) 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) an affiliate of the Noteholder
or (b) a bank, insurance company or other financial institution or their affiliate, provided
that any such entity is purchasing the Series 2022A Note for its own account with no
present intention to resell or distribute the Series 2022A Note, other than to its affiliate,
Sterling National Funding Corp., a New York corporation and wholly-owned subsidiary of
the Noteholder ("SNFC"), whereby the Noteholder will sell to SNFC a 100% participation
interest in the Series 2022A Note at par, subject to each investor's right at any time to
dispose of the Series 2022A Note as it determines to be in its best interests. 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 County of its intent to assign and sell its
right, title and interest in and to the Series 2022A Note as herein provided, the County
agrees that, if so requested, it shall execute and deliver to the assignee Noteholder, a Series
2022A 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,
in exchange for the transferred Series 2022A Note.
Nothing contained in this Section 3.04 shall be interpreted to prohibit the Noteholder
from selling participations in the Series 2022A Note to any investor meeting the conditions
set forth in the immediately preceding paragraph; provided the Noteholder remains the sole
holder of the Series 2022A Note.
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11.A.6
Packet Pg. 121 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
15
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
SECTION 4.01. 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 2022A Note;
(b) Any representation or warranty of the County contained in Article II of this
Agreement or any certificate provided to the Noteholder in connection with the transactions
contemplated hereunder 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 from the earlier of (i) when the County receives
notice from the Noteholder of such breach or violation or (ii) when the County was aware
of such event and was required herein to notify the Noteholder pursuant to Section 5.05
hereof, 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;
(e) The County admits in writing its inability to pay its debts generally as they
become due or is adjudged insolvent by a court of competent jurisdiction, or it is adjudged
bankrupt on a petition in bankruptcy filed by or against the County or an order, judgment
or decree is entered by any court of competent jurisdiction appointing, without the consent
of the County, a receiver or trustee of the County or of the whole or any part of its property,
and if the aforesaid adjudications, orders, judgements or decrees shall not be vacated or set
aside or stayed within ninety (90) days from the date of entry thereof.
SECTION 4.02. 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
11.A.6
Packet Pg. 122 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
16
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 2022A
Note immediately due and payable.
[Remainder of page intentionally left blank]
11.A.6
Packet Pg. 123 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
17
ARTICLE V
MISCELLANEOUS
SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS
AGREEMENT. (a) This Agreement constitutes the entire agreement between the
Noteholder and the County, and all negotiations and oral understandings between the
parties are merged herein. The terms and conditions set forth in this Agreement supersede
any and all previous agreements, promises, negotiations or representations. Any other
agreements, promises, negotiations or representations not expressly set forth or
incorporated into this Agreement are of no force and effect.
(b) Neither the Series 2022A Note, this Agreement nor the Resolution shall be
amended, changed or modified without the prior written consent of the Noteholder and the
County.
SECTION 5.02. 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 5.03. 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 5.04. 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
2022A Note is outstanding.
SECTION 5.05. NOTICE OF CHANGES IN FACT. Within ten (10)
Business Days of becoming aware of the same, the County will notify the Noteholder in
writing 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 2022A Note,
and (b) any default or event which, with notice or lapse of time or both, could become a
default under this 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. Regardless of
the date of receipt of such notice by the Noteholder, such date shall not in any way modify
the date of the occurrence of the actual Event of Default.
11.A.6
Packet Pg. 124 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
18
SECTION 5.06. 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, 3299 East Tamiami Trail,
Building F, Suite 202, Naples, Florida 34112, Attention: County Manager, and to the
Noteholder, Webster Bank, National Association, 500 Seventh Avenue, 3rd Floor, New
York, New York 10018, Attention: Public Sector Finance, 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.
SECTION 5.07. COUNTY'S NOTICE FILINGS RELATED TO THE
SERIES 2022A NOTE FOR SEC RULE 15C2-12. In connection with the County's
compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure
Agreement"), entered into by the County on and after the date hereof, pursuant to SEC
Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as
amended (the "Rule"), the Noteholder acknowledges that the County may be required to
file with the Municipal Securities Rulemaking Board's Electronic Municipal Market
Access system, or its successor ("EMMA"), notice of the issuance of the Series 2022A
Note and/or certain subsequent events reflecting financial difficulties in connection with
the Series 2022A Note. The County agrees that it shall not file or submit, or permit to be
filed or submitted, with EMMA any documentation that includes the following unredacted
sensitive or confidential information about the Noteholder or its affiliates: address and
account information of the Noteholder or its affiliates, e-mail addresses, telephone
numbers, fax numbers, names and signatures of officers, employees and signatories of the
Noteholder or its affiliates, or any account information, unless otherwise required for
compliance with the Rule or otherwise required by law. The County acknowledges that the
Noteholder is not responsible for the County's compliance or noncompliance with the Rule
or any Continuing Disclosure Agreement.
SECTION 5.08. 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 5.09. APPLICABLE LAW. The substantive laws of the State of
Florida shall govern this Agreement.
SECTION 5.10. 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 5.11. NO ADVISORY OR FIDUCIARY RELATIONSHIP. In
connection with all aspects of each transaction contemplated hereunder (including in
connection with any amendment, waiver or other modification hereof or of any other
documents related hereto), the County acknowledges and agrees, that: (a) (i) it has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has dee med
11.A.6
Packet Pg. 125 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
19
appropriate, (ii) it is capable of evaluating, and understands and accepts, the terms, risks
and conditions of the transactions contemplated hereby and any other loan documents, (iii)
the Noteholder is not acting as a municipal advisor or financial advisor to the County, and
(iv) the Noteholder has no fiduciary duty pursuant to Section 15B of the Securities
Exchange Act to the County with respect to the transactions contemplated hereby and the
discussions, undertakings and procedures leading thereto (irrespective of whether the
Noteholder has provided other services or is currently providing other services to the
County on other matters); (b) (i) the Noteholder is and has been acting solely as a principal
in an arm's length commercial lending transaction and has not been, is not, and will not be
acting as an advisor, agent or fiduciary, for the County, or any other person and (ii) the
Noteholder has no obligation to the County with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other loan
documents entered into in connection herewith; (c) notwithstanding anything herein to the
contrary, it is the intention of the County and the Noteholder that the loan documents
represent a commercial loan transaction not involving the issuance and sale of a municipal
security, and that any bond, note or other debt instrument that may be delivered to the
Noteholder is delivered solely to evidence the repayment obligations of the County under
the loan documents; and (d) the Noteholder may be engaged in a broad range of
transactions that involve interests that differ from those of the County, and the Noteholder
has no obligation to disclose any of such interests to the County.
SECTION 5.12. 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 2022A Note.
11.A.6
Packet Pg. 126 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth herein.
(SEAL)
ATTEST:
By:________________________
Deputy Clerk
Approved as to Form and Legality:
__________________________
County Attorney
COLLIER COUNTY, FLORIDA
______________________________________
Chairman, Board of County Commissioners
WEBSTER BANK, NATIONAL ASSOCIATION
(SUCCESSOR BY MERGER TO STERLING
NATIONAL BANK)
______________________________________
By: Kevin C. King
Title: Senior Managing Director
11.A.6
Packet Pg. 127 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
A-1
EXHIBIT A
$_______________
UNITED STATES OF AMERICA
STATE OF FLORIDA
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE NOTE,
SERIES 2022A
Interest Rate Date of Issuance Final Maturity Date
1.425% March 15, 2022 October 1, 2029
KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida (the
"County"), for value received, hereby promises to pay, solely from the Non-Ad Valorem
Revenues described in the within mentioned Agreement, to the order of Webster Bank
National Association, or its successors or assigns (the "Noteholder"), the principal sum of
_______________________ AND 00/100 DOLLARS ($_________) pursuant to that
certain Loan Agreement by and between Webster Bank, National Association (as successor
by merger to Sterling National Bank) and the County, dated as of March ___, 2022 (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 October 1 and April 1 of
each year, commencing on October 1, 2022 (each an "Interest Payment Date"), so long as
any amount under this Note remains outstanding. Principal of this Note shall be payable
on October 1 of each year, commencing on October 1, 2022, through and including the
Final Maturity Date identified above. The principal 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. ____ duly
adopted by the County on March 8, 2022 (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.
11.A.6
Packet Pg. 128 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
A-2
This Note is being issued to refund certain outstanding indebtedness of the County
to achieve debt service savings. 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 this Note upon any such adjustment.
No presentation shall be required for any payment with respect to this Note except upon
Final Maturity
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.
This Note may be prepaid on April 1, 2024, and any Interest Payment Date
thereafter, at the option of the County, in whole or in part, from any moneys legally
available therefor, upon 30 days prior written notice to the Noteholder, by paying to the
Noteholder such principal amount of this Note to be prepaid, together with the unpaid
interest accrued on such principal amount to the date of such prepayment at the following
prices:
April 1, 2024 - October 1, 2025 101%
April 1, 2025 and thereafter 100%
Any partial prepayment of this Note may occur once per calendar year, shall be
made in the minimum principal amount of $1,000,000, and shall be applied in inverse order
of the remaining principal payments.
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.
11.A.6
Packet Pg. 129 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
A-3
This Note shall be and have all the qualities and incidents of a negotiable instrument
under the commercial laws and the Uniform Commercial Code of the State of Florida,
subject to the immediately succeeding paragraph and any provisions for registration and
transfer contained in the Agreement. 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 accordance with and subject
to the restrictions in the Agreement.
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 Clerk, and this
Note to be dated the Date of Issuance set forth above.
COLLIER COUNTY, FLORIDA
(SEAL)
By: ___________________________________
William L. McDaniel, Jr.,
Chairman, Board of County Commissioners
ATTEST:
_______________________________
Crystal K. Kinzel, Clerk of the Circuit
Court and Comptroller of Collier
County, Florida
Approved as to Form and Legality:
_________________________________
Jeffrey A. Klatzkow, County Attorney
11.A.6
Packet Pg. 130 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
Appendix I
Principal Repayment Schedule for the
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE NOTE,
SERIES 2022A
Payment
Date Principal
Oct. 1, 2022
Oct. 1, 2023
Oct. 1, 2024
Oct. 1, 2025
Oct. 1, 2026
Oct. 1, 2027
Oct. 1, 2028
Oct. 1, 2029
11.A.6
Packet Pg. 131 Attachment: Attach 6 Exhibit B - Form of Loan Agreement - Sterling Bank (21489 : Series 2022 A and B refinance)
Raymond James Capital Funding, Inc.
710 Carillon Parkway // St. Petersburg, FL 33716 // 727.567.8000 // raymondjamesbank.com
January 26, 2022
Re: Collier County, FL – Special Obligation Refunding Revenue Note, Series 2022A&B
On behalf of Raymond James Capital Funding, Inc., we are pleased to submit the attached direct loan
proposal including the terms and conditions applicable to make a fixed rate term loan(s) to Collier
County pursuant to the Request for Quotes dated January 5th. Please note that this term sheet is for
discussion purposes only and does not represent a commitment to lend. If the County wishes to work
with the Lender on the proposed financing, the Lender will proceed with diligence to secure final credit
approval.
Transaction Overview
Borrower: Collier County, Florida (the "County”)
Lender: Raymond James Capital Funding, Inc. – a subsidiary of Raymond James Bank
(the “Lender”)
Facility/Purpose: The obligation will be in the form of a fixed rate loan(s) evidenced by the
County’s Special Obligation Refunding Revenue Note, Series 2022A (the
“2022A Note”) or Series 2022B (the “2022B Note”) (collectively “the 2022
Notes”). The proposed Series 2022A Note will be used to: (1) refund, on a tax-
exempt current basis, all or a portion of the County’s Special Obligation
Refunding Revenue Bonds, Series 2011, and (2) to pay the cost of issuance.
The proposed Series 2022B Note will be used to: (1) refund, on a tax-exempt
forward delivery basis, the County’s Special Obligation Refunding Revenue
Bonds, Series 2013, and (2) to pay the cost of issuance. The Series 2011 Bonds
were first callable on October 1, 2022, and the Series 2013 Bonds are first
callable on October 1, 2022.
Amount: Series 2022A - Approximately $34,000,000
Series 2022B - Approximately $76,000,000
Security: The principal of and interest on the Series 2022 Notes will be secured by a
covenant of the County to budget and appropriate sufficient Non-Ad Valorem
Revenues (the “Covenant Revenues”). The Series 2022 Notes shall not be or
constitute a general obligation or indebtedness of the County.
Closing Date: On or before March 15, 2022 (the “Closing Date”)
11.A.7
Packet Pg. 132 Attachment: Attach 7 Exhibit A - Proposal - Raymond James (21489 : Series 2022 A and B refinance)
Raymond James Capital Funding, Inc.
710 Carillon Parkway // St. Petersburg, FL 33716 // 727.567.8000 // raymondjamesbank.com
Term/Maturity: The 2022A Note shall mature no later than October 1, 2029 and the 2022B
Note shall mature no later than October 1, 2035 as shown in the preliminary
amortization schedules below. Interest payments on the outstanding principal
balance of the 2022 Notes shall be calculated on a 30/360-day basis and paid
semiannually on April 1 and October 1, beginning October 1, 2022.
Collier County
Special Obligation Refunding Revenue Note,
Series 2022A
Maturity Date Principal
10/1/2022 $ 7,845,000
10/1/2023 8,305,000
10/1/2024 8,430,000
10/1/2025 1,645,000
10/1/2026 1,670,000
10/1/2027 1,690,000
10/1/2028 1,715,000
10/1/2029 1,740,000
Total $33,040,000
Collier County
Special Obligation Refunding Revenue Note,
Series 2022B
Maturity Date Principal
10/1/2022 $ 275,000
10/1/2023 555,000
10/1/2024 565,000
10/1/2025 8,280,000
10/1/2026 5,295,000
10/1/2027 5,400,000
10/1/2028 5,510,000
10/1/2029 5,625,000
10/1/2030 7,745,000
10/1/2031 7,905,000
10/1/2032 8,065,000
10/1/2033 8,225,000
10/1/2034 5,985,000
10/1/2035 6,105,000
Total $75,535,000
11.A.7
Packet Pg. 133 Attachment: Attach 7 Exhibit A - Proposal - Raymond James (21489 : Series 2022 A and B refinance)
Raymond James Capital Funding, Inc.
710 Carillon Parkway // St. Petersburg, FL 33716 // 727.567.8000 // raymondjamesbank.com
2022A Note Structure: On or before the Closing Date, the County and the Lender will close a tax-
exempt loan to refund on a current basis, all or a portion of the County’s
Special Obligation Refunding Revenue Bonds, Series 2011.
2022B Note Structure: On or before the Closing Date the County and the Lender shall enter into a
forward delivery agreement in form and substance satisfactory to Lender and
County to set the fixed interest rate on the 2022B Note with a funding date of
the loan on or about July 6, 2022 (the “Funding Date”).
The Lender’s obligation to fund the 2022B Note on the Funding Date shall be
subject to the receipt of (i) a certification of no defaults on any debt issued by
the County, and (ii) a tax-exempt opinion, together with a reliance letter
addressed to the Lender, from Bond Counsel acceptable to the Lender and
Lender Counsel, and other documents as bond counsel and counsel to the
Lender may reasonably request (“Funding Conditions”). All material
documentation and forms of opinions to be agreed to and final forms shall be
set forth in a forward delivery agreement.
If the County is unable to satisfy the Funding Conditions on the Funding Date,
the County shall pay Lender a fee equal to the present value of the difference
between (1) the amount that would have been realized by the Lender on the
amount of the 2022B Note for the term of the 2022B Note at the stated
Interest Rate and (2) the amount that would be realized by the Lender by
reinvesting such amount for the term of the 2022B Note, interpolated to the
nearest month, at the Replacement Rate + 0.25% in effect 5 Business Days
prior to the date of prepayment; both discounted at the Replacement Rate
(the “Breakage Fee”). Should the present value have no value or a negative
value, there will be no Breakage Fee.
Replacement Rate: For the purposes of the 2022B Note, “Replacement Rate” means the Standard
& Poor’s Municipal Bond Yield Curve for AAA credits with a term closest to the
remaining term of the 2022B Note at the time of prepayment as such rate is
published in The Bond Buyer as of 5 Business Days prior to the date of
prepayment or if that index is not available such other comparable index
selected by the Lender.
Interest Rate: 2022A Note: The interest rate on the 2022A Note shall be fixed for the term
of the financing at a tax-exempt interest rate of 1.47%. This interest rate shall
be held until the Closing Date at no additional cost to the County and no rate
lock agreement shall be required. If the Closing Date occurs after March 15,
2022, the rate may be reset subject to market conditions at the time of closing.
11.A.7
Packet Pg. 134 Attachment: Attach 7 Exhibit A - Proposal - Raymond James (21489 : Series 2022 A and B refinance)
Raymond James Capital Funding, Inc.
710 Carillon Parkway // St. Petersburg, FL 33716 // 727.567.8000 // raymondjamesbank.com
2022B Note: The interest rate on the 2022B Note shall be fixed for the term
of the financing at a tax-exempt interest rate of 1.85%. This interest rate shall
be locked until the Closing Date at no additional cost to the County and no
rate lock agreement shall be required. If the closing on the forward delivery
agreement occurs after March 15, 2022, the rate may be reset subject to
market conditions at the time of closing.
Original Issue
Discount: The Lender will make the loans at a discount of 0.25% of the par amount of
the 2022 Notes which discount shall be treated as original issue discount for
Federal income tax purposes.
Lender Counsel: The Lender shall be represented Michael Wiener with Holland & Knight LLP.
2022A Note: Lender Counsel’s Responsibilities shall be limited to a review of
documents with fees capped at $9,500 to be paid by the County.
2022B Note: Lender Counsel’s responsibilities shall be limited to a review of
documents and drafting the forward note purchase agreement with fees
capped at $23,500 to be paid by the County. Expenses of Bank Counsel of
$18,500 shall be due and payable by the County upon execution of forward
delivery agreement on the Closing Date, or failure to execute the forward
delivery agreement, with the remaining $5,000 due and payable upon the
Funding Date. The fees will be discounted by an aggregate of $2,000 if the loan
does not close and fund pursuant to the terms of the forward delivery
agreement.
Prepayment: Beginning October 1, 2023, the 2022 Notes may be prepaid in whole or in part
subject to a Prepayment Make-Whole Fee as described below. Partial
prepayments shall be applied in inverse order of maturity (treating sinking
fund installments as maturities) and shall be subject to a minimum amount of
$1,000,000 and increments of $5,000 in excess thereof.
2022A Note: Beginning October 1, 2027 the 2022A Note may be prepaid in
whole on any business day upon 30 days’ prior written notice to the Lender at
100% of the then outstanding principal amount plus accrued interest.
2022B Note: Beginning October 1, 2031 the 2022B Note may be prepaid in
whole or in part on any business day upon 30 days’ prior written notice to the
Lender at 100% of the then outstanding principal amount plus accrued
interest. Partial prepayments shall be applied in inverse order of maturity
(treating sinking fund installments as maturities) and shall be subject to a
minimum amount of $1,000,000 and increments of $5,000 in excess thereof.
11.A.7
Packet Pg. 135 Attachment: Attach 7 Exhibit A - Proposal - Raymond James (21489 : Series 2022 A and B refinance)
Raymond James Capital Funding, Inc.
710 Carillon Parkway // St. Petersburg, FL 33716 // 727.567.8000 // raymondjamesbank.com
Prepayment
Make-Whole Fee: The Prepayment Make-Whole Fee shall be equal to the present value of the
difference between (1) the amount that would have been realized by the
Registered Owner on the prepaid amount for the remaining term of the 2022B
Note at the stated Interest Rate or Default Rate as applicable and (2) the
amount that would be realized by the Registered Owner by reinvesting such
prepaid amounts for the remaining term of the 2022A Note, interpolated to
the nearest month, at the Replacement Rate + 0.25% in effect 5 Business Days
prior to the date of prepayment; both discounted at the Replacement Rate.
Tax Treatment: Interest on the 2022 Notes shall be excludable from gross income for federal
income tax purposes. The County shall covenant to perform all actions,
functions or requirements in order to maintain the tax-exempt status on the
2022 Notes. The Lender shall be provided an opinion of Bond Counsel
satisfactory to the Lender and its counsel, which concludes that interest on
the 2022 Notes (including any original issue discount properly allocable to an
owner thereof) is excludable from gross income for federal income tax
purposes.
Taxability: The interest rate on the 2022 Notes shall be grossed-up for an event of
taxability caused by actions or inactions of the County. Upon an event of
taxability of the 2022 Notes, the interest rate shall increase to a taxable rate
as of the date of a determination of taxability including a payment reflecting
the difference between the tax-exempt and taxable rate from the
determination of taxability plus any penalties and interest paid or payable by
such Holder to the Internal Revenue Service by reason of such Determination
of Taxability.
The interest rate on the 2022 Notes shall not be adjusted due to changes in
the marginal corporate tax rate or capital requirements.
Conditions
Precedent: The Lender shall require an opinion from the County's Bond counsel that the
loans and loan documents are exempt from registration and qualification
under the Securities Act of 1933, as amended, and Trust Indenture Act of 1939,
as amended as well as standard validity and enforceability opinions. The
County and its agents shall deliver closing documents and make
representations customary in similar transactions and acceptable to the
Lender. So long as no other debt secured by Covenant Revenues is or will be
subject to acceleration, the 2022 Notes shall not be subject to acceleration.
While a preliminary review was performed prior to the issuance of this term
sheet, the final amount and terms shall be subject to credit approval as a
condition precedent to closing this transaction.
11.A.7
Packet Pg. 136 Attachment: Attach 7 Exhibit A - Proposal - Raymond James (21489 : Series 2022 A and B refinance)
Raymond James Capital Funding, Inc.
710 Carillon Parkway // St. Petersburg, FL 33716 // 727.567.8000 // raymondjamesbank.com
Covenants: Covenants are anticipated to be consistent with those included in Article
IV of the Bond Resolution and shall include but not be limited to the Anti-
Dilution Test included therein, which covenants shall not be amended
without the consent of the Lender. The County shall provide the Lender
with annual audits within 210 days of the County’s fiscal year-end and
budgets within 30 days of adoption. The County shall also provide such
other information as the Lender shall reasonably request.
Default Rate: Under any Event of Default, including but not limited to (i) a failure by the
County to timely pay any amount due under the 2022 Note documents on
the date on which such amount is due and payable under the terms of the
2022 Note documents, and (ii) the failure by the County to observe and
perform any term or covenant, condition or agreement on its part to be
observed or performed under the Note documents and such default shall
continue and not be cured for a period of 30 days from the earlier of
written notice of such default from the Lender or when the County had
knowledge of such default, and (iii) an event of default on any other debt
secured by Covenant Revenues, the interest rate on the 2022 Notes shall
accrue at the Default Rate.
The Default Rate shall be calculated at the greater of (a) the published
Federal Reserve Bank’s Prime Rate +3%, (b) the Federal Funds Rate +5%,
or (c) 8%, per annum. Once the Event of Default is cured, the interest rate
will revert to the rate effective prior to the event of default.
Waiver of
Jury Trial: The County and the Lender shall waive, to the fullest extent permitted by law,
any right to have a jury participate in resolving any dispute in any way related
to the transactions contemplated hereby or any documents related thereto.
No Advisory or
Fiduciary Role: The County acknowledges and agrees that: (i) information contained in this
document regarding the 2022 Notes is for discussion purposes in anticipation
of engaging in arm's length commercial transactions with the County in which
the Lender would be acting solely as a principal to make a loan(s) to the
County, and not as a municipal advisor, financial advisor or fiduciary to the
County or any other person or entity regardless of whether the Lender or an
affiliate has or is currently acting as such on a separate transaction; (ii) the
Lender has not assumed any advisory or fiduciary responsibility to the County
with respect to the transaction contemplated hereby and the discussions,
undertakings and procedures leading thereto (irrespective of whether the
Lender or its affiliates have provided other services or are currently providing
other services to the County on other matters); (iii) the only obligations the
Lender has to the County with respect to the transaction contemplated hereby
expressly are set forth in this term sheet and the financing documents; and
(iv) the County has consulted its own legal, accounting, tax, financial and other
advisors, as applicable, to the extent it has deemed appropriate.
11.A.7
Packet Pg. 137 Attachment: Attach 7 Exhibit A - Proposal - Raymond James (21489 : Series 2022 A and B refinance)
Raymond James Capital Funding, Inc.
710 Carillon Parkway // St. Petersburg, FL 33716 // 727.567.8000 // raymondjamesbank.com
Disclaimer: This term sheet includes information related to a direct purchase transaction
("Direct Purchase"). Please be advised that Direct Purchase is a product
offering of the Lender or a subsidiary thereof as lender/investor. Additionally,
the Lender has financial and other interests that differ from your interests. In
its capacity as lender/investor, Lender’s sole role would be to enter into a loan
agreement to provide funds for the purpose stated above. Lender will not
have any duty or liability to any person or entity in connection with the
information provided herein. The information provided is not intended to be
and should not be construed as "advice" within the meaning of Section 15B of
the Securities Exchange Act of 1934.
Confidentiality: This term sheet is confidential and proprietary, and terms herein may not be
disclosed without our prior written consent, except to your professional
advisors in connection with the 2022 Notes who agree to be bound by such
confidentiality requirements, or as may be required by law. Notwithstanding
anything herein to the contrary, any party hereto may disclose to any and all
persons, without limitation of any kind, the tax treatment or tax structure of
this transaction. Furthermore, the parties to this transaction may disclose, as
required by federal or state laws, any information as required to comply with
such federal or state laws.
This term sheet will expire and the transaction must close on or before March 15, 2022 unless extended
by Lender. Thank you for the opportunity to be of service to Collier County. Should you have any
questions, please contact me at the number below.
Sincerely,
Cord D. King
Tax-Exempt Lending Manager
Raymond James Capital Funding, Inc.
710 Carillon Parkway
St. Petersburg, FL 33716
(p) 727.567.2055
(c) 727.215.5226
cord.king@raymondjames.com
11.A.7
Packet Pg. 138 Attachment: Attach 7 Exhibit A - Proposal - Raymond James (21489 : Series 2022 A and B refinance)
$______________
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE NOTE
SERIES 2022B
FORWARD NOTE PURCHASE AGREEMENT
This Forward Note Purchase Agreement (this "Agreement") is dated March ___, 2022 and
is between Raymond James Capital Funding, Inc. (together with its successors and assigns, the
"Lender") and Collier County, Florida, a political subdivision of the State of Florida (the "Issuer").
1. Purchase and Sale. Upon the terms and conditions and in reliance upon the
representations, warranties, covenants and agreements set forth herein, the Lender hereby agrees
to make a fixed rate loan evidenced by a note described in the above heading (the "Note"). The
Lender shall purchase and the Issuer agrees to sell to the Lender, all (and not less than all) of the
principal amount of the Note; such purchase and sale shall occur on the Closing Date (as defined
in Paragraph 5 hereof). The purchase price of the Note will be $______________, which
represents the principal amount of the Note of $________, less an original issue discount of 0.25%,
and without interest.
The Note shall be issued under and secured pursuant to the provisions of Resolution No.
____________ adopted by the Issuer on March 8, 2022 (the "Resolution"). Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Resolution. Capitalized terms
referenced to the Loan Agreement shall have such meaning as given in the form of the Loan
Agreement attached hereto.
The Note shall mature, bear interest and be subject to payment and have all other terms as
set forth in the Resolution, herein and in Exhibit "D" hereto. The information required by Section
218.385(2), (3) and (6), Florida Statutes, as amended, to be provided by the Lender is set forth in
Exhibit "A" attached hereto. The Note is being issued for the principal purpose of providing funds
for the refunding of the Issuer's outstanding Special Obligation Refunding Revenue Bonds, Series
2013 (the "Refunded Bonds").
2. Break Funding Event; Breakage Fee.
(a) The following events shall be "Break Funding Events" and a Break Funding Event
shall be deemed to have occurred, if:
(i) between the date hereof and the Closing Date, any default shall be made in
the payment of the principal of, sinking fund payment, redemption premium or interest on any
indebtedness of the Issuer in an original principal amount of $100,000 or greater;
(ii) between the date hereof and the Closing Date, there shall have occurred and
be continuing an event of default or a default, which with the passage of time or giving of notice
would become an event of default with regard to any indebtedness secured by a covenant to budget
and appropriate non-ad valorem revenues;
(iii) any representation or warranty made by the Issuer herein or in any statement
or certificate furnished to the Lender with respect to the Note or furnished by the Issuer pursuant
hereto shall prove untrue in any material respect as of the making thereof;
11.A.8
Packet Pg. 139 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
2
(iv) the Issuer shall (a) admit in writing its inability to pay its debts generally as
they become due or files a petition in bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of a receiver or trustee for itself; or (b) is adjudged
insolvent by a court of competent jurisdiction, or it is adjudged a bankrupt on a petition in
bankruptcy filed by the Issuer, or an order, judgment or decree is entered by any court of competent
jurisdiction appointing, without the consent of the Issuer, a receiver or trustee of the Issuer or of
the whole or any part of its property, and if the aforesaid adjudications, orders, judgments or
decrees shall not be vacated or set aside or stayed within sixty (60) days from the date of entry
thereof; or (c) files a petition or answer seeking reorganization or any arrangement under the
federal bankruptcy laws or any other applicable law or statute of the United States of America or
the State of Florida (the "State"), then a Break Funding Event shall be deemed to have occurred
immediately upon the occurrence of such event;
(v) the Issuer shall in writing claim, or repudiate its obligations under, or initiate
any legal proceedings to seek an adjudication that, any of the provisions of this Agreement or any
other indebtedness are not valid or binding on the Issuer;
(vi) on or before the Closing Date, the Issuer notifies the Lender in writing,
which notice shall be irrevocable, that the Issuer has determined that the Note shall not be issued,
acknowledging the same to be a "Break Funding Event" and specifying the effective date of such
Break Funding Event (which date shall not be later than the Closing Date, and which shall be
deemed to be the Closing Date if no earlier date is specified);
(vii) on the Closing Date, the Issuer shall not have satisfied the conditions of the
obligation of the Lender to purchase the Note as set forth in Paragraph 5 hereof.
Notwithstanding the foregoing clause (vii), if the Issuer provides the opinion and reliance
letter of Bond Counsel described in Paragraph 6(c)(i) hereof, with the exception that such opinion
does not include an opinion that the interest on the Note is excludable from the gross income of
the holder thereof for purposes of federal income taxation (the "Tax Exempt Opinion"), such
failure shall not in and of itself constitute a Break Funding Event if, and only if, the Issuer agrees
in writing on or prior to the Closing Date that the interest to be paid on the Note is not, as of the
Closing Date, excludable from gross income for federal income tax purposes, in which event the
interest rate borne by the Note shall be 2.52%.
As of and after the date of occurrence of any Break Funding Event, the Lender shall have
no obligation to purchase the Note. Notwithstanding the foregoing, the failure of the Issuer to
deliver the Note on the Closing Date or for Bond Counsel to deliver the Tax Exempt Opinion due
to a breach by the Lender of Section 6(d) of this Agreement shall not be a Break Funding Event.
(b) If a Break Funding Event occurs, then the Issuer shall pay the Lender a Breakage
Fee within five (5) Business Days of the Closing Date with regard to Section (2)(a)(vi) and (vii)
and immediately in all other events. If any Breakage Fee is not paid to the Lender when due, it
will accrue interest, payable on demand, at the Default Rate (as defined in the herein defined Loan
Agreement). The Breakage Fee will be calculated as if the Note had been issued on the date of the
Break Funding Event and then been immediately prepaid in full, based on the following formula:
The Issuer shall pay the Lender a fee equal to the present value of the difference between
(1) the amount that would have been realized by the Lender on the amount of the Note for the term
11.A.8
Packet Pg. 140 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
3
of the Note at the stated interest rate and (2) the amount that would be realized by the Lender by
reinvesting such amount for the term of the Note, interpolated to the nearest month, at the
Replacement Rate (as defined herein) plus 0.25% in effect five (5) Business Days prior to the date
of the breakage; both discounted at the Replacement Rate (the "Breakage Fee"). Should the present
value have no value or a negative value, there will be no Breakage Fee. For purposes of this
Agreement and the Note, "Replacement Rate" means the Standard & Poor's Municipal Bond Yield
Curve for AAA credits with a term closest to the remaining term of the Note at the time of the
breakage as such rate is published in The Bond Buyer as of five (5) Business Days prior to the date
of the breakage or if that index is not available such other comparable index selected by the Lender.
3. Representations, Warranties and Agreements.
(a) The Issuer represents and warrants to and agrees with the Lender that, as of
the date hereof (i) the purchase and sale of the Note pursuant to this Agreement is an arm's-length
commercial transaction between the Issuer and the Lender, (ii) in connection therewith and with
the discussions, undertakings and procedures leading up to the consummation of such transaction,
the Lender is not a fiduciary of the Issuer, (iii) the Lender has not assumed an advisory or fiduciary
responsibility in favor of the Issuer with respect to the transaction contemplated hereby or the
discussions, undertakings and procedures leading thereto and the Lender has no obligation to the
Issuer with respect to the transaction contemplated hereby except the obligations expressly set
forth in this Agreement and (iv) the Issuer has consulted with its own legal, financial and other
advisors to the extent it has deemed appropriate. The Lender has financial and other interests that
differ from those of the Issuer.
(b) The Issuer is a duly organized and validly existing political subdivision
under the Florida Constitution and other laws of the State and has, full legal right, power and
authority (i) to execute and deliver this Agreement, the Loan Agreement to be executed between
the Issuer and the Lender relating to the Note (the "Loan Agreement"), to adopt the Resolution and
all other agreements executed and delivered by the Issuer in connection with the Note (collectively,
the "2022 Loan Documents"), (ii) to adopt the Resolution, (iii) to sell, execute, issue and deliver
the Note to the Lender, (iv) to covenant to budget and appropriate Non-Ad Valorem Revenues to
the repayment of the Note and (v) to apply the proceeds of the Note in accordance with the 2022
Loan Documents. The Issuer has adopted the Resolution and the Resolution constitutes the legal,
binding and valid obligation of the Issuer, enforceable in accordance with its terms.
(c) The Issuer 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 Note, and to perform all of its
obligations hereunder, and to the best knowledge of the Issuer, 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 Issuer is a party or by which the Issuer is
bound.
(d) The Issuer is duly authorized and entitled to enter this Agreement and, when
executed and delivered, this Agreement will constitute a legal, valid and binding obligation of the
Issuer enforceable in accordance with its 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.
11.A.8
Packet Pg. 141 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
4
(e) The Issuer is not, in material breach of or in material default under any
constitutional provision, applicable law or administrative rule or regulation of the State, the United
States, or of any department, division, agency or instrumentality of either thereof or any applicable
court or administrative decree or order, or any loan agreement, note, ordinance, resolution,
indenture, contract, agreement or other instrument to which the Issuer is subject or by which the
Issuer is bound, which in any material way, directly or indirectly, affects the issuance of the Note
or the validity thereof, the validity or adoption of the Resolution, or the execution and delivery of
the Note, this Agreement, the 2022 Loan Documents or the other instruments contemplated by the
issuance of the Note to which the Issuer is or will be a party, and compliance with the provisions
of each thereof, will not materially conflict with or constitute a material breach of or material
default under any constitutional provision, applicable law or administrative rule or regulation of
the State, the United States, or of any department, division, agency or instrumentality of either
thereof.
(f) Except as previously disclosed to Lender in writing, no controversy,
litigation or proceeding of any nature is now pending or, to the best of the Issuer's knowledge,
threatened in any court or before any governmental agency:
(i) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale,
execution or delivery of the Note or the execution, delivery and performance of this
Agreement or the 2022 Loan Documents; or
(ii) in any way contesting or affecting (a) the validity or enforceability of this
Agreement, the Loan Agreement or the Note, or (b) any proceedings of or on behalf of the
Issuer taken with respect to the issuance and sale of the Note, or (c) the adoption of the
Resolution, or (d) authority to covenant to budget and appropriate Non-Ad Valorem
Revenues, or (e) the title to office of the members of the Board of County Commissioners
of the Issuer; or (f) the status of the interest on the Note as excludable from gross income
for federal income tax purposes; or
(iii) in any manner questioning (a) the proceedings or authority for entering into
the Loan Agreement or the issuance of the Note, or (b) any provisions made or authorized
for the payment of the Note, or (c) the existence of the Issuer, or (d) the power of the Issuer
to enter into the Loan Agreement, to issue the Note or to adopt the Resolution or undertake
any other transactions contemplated by the 2022 Loan Documents; or
(iv) which would have a material adverse effect upon the operations or financial
condition of the Issuer or to the contemplated use of the proceeds of the Note or would
result in any material adverse change in the ability of the Issuer to pay debt service on the
Note.
(g) None of the Issuer's proceedings or authority for the issuance, sale,
execution and delivery by the Issuer of the Note, or the execution and delivery of this Agreement
and the Loan Agreement or the adoption of the Resolution, has been repealed, modified, amended,
revoked or rescinded.
(h) The Issuer will apply the proceeds of the Note in accordance with the
Resolution and the Loan Agreement.
11.A.8
Packet Pg. 142 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
5
(i) All approvals, consents, authorizations, elections and orders of, or filings or
registrations with, any governmental authority, legislative body, board, agency or commission
having jurisdiction which would constitute a condition precedent to, or the absence of which would
materially adversely affect: (i) the issuance and sale to the Lender of the Note; or (ii) the execution
and delivery by the Issuer of, or the performance by it of its obligations under the Note and Loan
Agreement, have been obtained and are in full force and effect.
(j) The financial statements of the Issuer for its fiscal year ending September
30, 2021 fairly present the financial position and results of operations of the Issuer as of the dates
for the periods therein set forth in accordance with generally accepted accounting principles
consistently applied, and since the date thereof, there has been no material adverse change in the
financial position and results of operations of the Issuer, and the Issuer has not incurred any
material liabilities other than in the ordinary course of business, except as set forth in writing to
the Lender.
4. Closing Conditions for this Agreement. The Lender is entering into this Agreement
in reliance upon the representations, warranties, covenants and agreements of the Issuer contained
herein and in reliance upon the representations, warranties, covenants and agreements to be
contained in the documents and instruments to be delivered on the date hereof and upon the
performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the
Closing Date. Accordingly, the Lender's obligation under this Agreement to purchase and to
accept delivery of the Note shall be conditioned upon the performance by the Issuer of its
obligations to be performed hereunder and under such documents and instruments to be delivered
on or before the date hereof and shall also be subject to the delivery of an opinion of the County
Attorney ("County Attorney"), addressed to at least the Lender, in substantially the form attached
hereto as Exhibit "F".
5. The Closing. At 1:00 p.m., local time, July 6, 2022 (such date herein called the
"Closing Date"), or at such later time or on such later date as may be mutually agreed upon by the
Issuer and the Lender, the Issuer shall, subject to the terms and conditions hereof, deliver the Note
to the Lender, duly executed, together with the other documents hereinafter mentioned, and,
subject to the terms and conditions hereof, the Lender shall accept such delivery and pay the
purchase price of the Note as set forth in Paragraph 1 hereof in Federal funds to the order of the
Issuer or as may otherwise be instructed in writing by the Issuer (such delivery of and payment for
the Note herein called the "Closing"). The Closing shall occur at the offices of the Issuer in Naples,
Florida, or such other place as shall have been mutually agreed upon by the Issuer and the Lender.
The Note shall be prepared and delivered as fully registered Note in the form attached hereto as
Exhibit "D."
6. Closing Conditions at the Closing. The Lender is entering into this Agreement in
reliance upon the representations, warranties and agreements of the Issuer contained herein, and
in reliance upon the representations, warranties and agreements to be contained in the documents
and instruments to be delivered at the Closing, and upon the performance of the covenants and
agreements herein, as of the date hereof and as of the date of the Closing. Accordingly, the
Lender's obligation under this Agreement to purchase, to accept delivery of and to pay for the Note
shall be conditioned upon the performance of the covenants and agreements to be performed
hereunder and under such other documents and instruments to be delivered at or prior to the
Closing, and shall also be subject to the following additional conditions:
11.A.8
Packet Pg. 143 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
6
(a) At the date of execution hereof and at the Closing (i) the Resolution shall
have been duly approved and adopted by the Issuer, shall be in full force and effect and (ii) the
Resolution shall not have been amended since its date of adoption except to the extent the Lender
shall have given its prior written consent. On the Closing Date, the Note and the Loan Agreement
will have been duly authorized, executed and delivered by the Issuer and will, upon execution and
delivery thereof constitute legal, valid and binding obligations of the Issuer enforceable against
the Issuer in accordance with their respective terms, except to the extent that the enforceability
thereof may be limited by bankruptcy or other laws affecting creditors' rights generally and except
that equitable remedies lie in the discretion of the court and may not be available.
(b) At the Closing, there will be no pending or, to the knowledge of the Issuer,
threatened litigation or proceeding of any nature seeking to restrain or enjoin the issuance, sale or
delivery of the Note, or challenging the authority of the Issuer to covenant to budget and
appropriate Non-Ad Valorem Revenues or in any way contesting or affecting the validity or
enforceability of the Note, the Resolution, the Loan Agreement (as defined herein) or this
Agreement or contesting in any way the proceedings of the Issuer taken with respect thereto, or
contesting in any way the due existence or powers of the Issuer or the title of any of the members
or officials of the Issuer, or that would materially adversely affect the operations or condition
(financial or otherwise) of the Issuer, and the Lender will receive the certificate of the Issuer to the
foregoing effect, or opinions of Counsel to the Issuer that any such litigation is without merit.
(c) At the Closing, the Lender shall receive all of the documents required to be
delivered by the Resolution and, in addition, the following documents, each dated as of the
Closing:
(i) The opinion of Nabors Giblin & Nickerson, P.A., Bond Counsel, dated the
Closing Date, in substantially the form attached hereto as Exhibit "B";
(ii) An opinion of Jeffrey A. Klatzkow, County Attorney, addressed to at least
the Lender, in substantially the form attached hereto as Exhibit "C;"
(iii) A certificate dated the Closing Date, signed by the Chairman and the Clerk
of the Issuer or other appropriate official satisfactory to the Lender, to the effect that, to the best
knowledge of such individual, (A) the representations of the Issuer herein are true and correct in
all material respects as of the Closing Date; (B) the Issuer has performed all obligations to be
performed and has satisfied all conditions on its part to be observed or satisfied under this
Agreement, the Resolution and the Loan Agreement, as of the Closing Date; (C) there is no event
of default and no event which, with the lapse of time or giving of notice, or both, would constitute
an event of default under the Loan Agreement and (D) there is no litigation pending or threatened
(1) to restrain or enjoin the issuance or delivery of any of the Note, (2) in any way contesting or
affecting any authority for the issuance of the Note or the validity of the Note, the Resolution, the
Loan Agreement or this Agreement, (3) in any way contesting the corporate existence or powers
of the Issuer, (4) challenging the authority of the Issuer to covenant to budget and appropriate Non-
Ad Valorem Revenues or the application thereof to make the payments on the Note, or (5) that
would materially adversely affect the operations or condition (financial or otherwise) of the Issuer;
and
(iv) A copy of the Resolution certified by the Clerk of the Issuer as being
complete and in full force and effect, the fully executed Note.
11.A.8
Packet Pg. 144 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
7
(v) A copy of the fully executed Loan Agreement between the Issuer and the
Lender, in substantially the form attached to the Resolution as Exhibit "C".
(vi) A copy of the fully executed Escrow Deposit Agreement between the Issuer
and the escrow agent thereunder, in substantially the form attached to the Resolution as
Exhibit "D".
(d) At the Closing the Lender shall deliver to the Issuer the Lender's Certificate
in the form attached hereto as Exhibit "E," executed on behalf of the Lender and the Lender shall
assist the Issuer in establishing the issue price of the Note and shall execute and deliver to the
Issuer on the Closing Date an "issue price" or similar certificate in such form as reasonably
required by Bond Counsel to delivery its opinion on the excludability of the interest from the gross
income of the Lender for federal income tax purposes.
All of the evidence, opinions, letters, certificates, instruments and other documents,
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof if, but only if, they are fully completed and executed by all required parties in
the form specified herein or are otherwise in form and substance satisfactory to the Lender and its
counsel.
If the conditions to the obligations of the Lender to purchase, to accept delivery of and to
pay for the Note contained in this Agreement are not satisfied, or if the obligations of the Lender
to purchase, to accept delivery of and to pay for the Note shall be terminated for any reason
permitted by this Agreement, this Agreement shall terminate and neither the Lender nor the Issuer
shall be under any further obligation hereunder, except that the respective obligations of the Issuer
and the Lender set forth in Paragraphs 2 and 7 hereof shall continue in full force and effect.
The Lender may terminate this Agreement by notification from the Lender to the Issuer, or
upon mutual consent of the parties modify the date of Closing, if at any time on or after the date
of this Agreement and at the time of or prior to the Closing:
(a) There shall be in force a general suspension of trading on the New York
Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in force,
or maximum ranges for prices for securities shall have been required and be in force on the New
York Stock Exchange whether by virtue of a determination by the New York Stock Exchange or
by order of the Securities and Exchange Commission or any other governmental authority having
jurisdiction; or
(b) a general banking moratorium shall have been declared by either federal,
Florida or New York authorities having jurisdiction and then in force or a major financial crisis or
a material disruption in commercial banking or securities settlement or clearance services shall
have occurred the effect of which in the opinion of the Lender which prevents or makes impractical
the purchase of the Note by the Lender.
7. Expenses. The Lender shall be under no obligation to pay, and the Issuer shall pay,
such expenses incident to the issuance of the Note and the performance of the Issuer's obligations
hereunder, including, but not limited to the following expenses: (i) the cost of preparing the
Resolution, the Loan Agreement and the Note; (ii) the fees and disbursements of the Bond Counsel
and Counsel to the Issuer; (iii) the fees and disbursements of the financial advisor to the Issuer;
11.A.8
Packet Pg. 145 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
8
and (iv) the fees and disbursements of any experts, accountants, consultants or advisors retained
by the Issuer or the Corporation. The Issuer shall pay the fee of counsel to the Lender in the
amount of $23,500, payable (i) in the amount of $18,500 on the date hereof and (ii) in the amount
of $5,000 on the earlier of the Closing Date or the date on which a Break Funding Event occurs.
8. Waiver of Jury Trial. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding
directly or indirectly arising out of or relating to this agreement or any other document executed
in connection herewith or the transactions contemplated hereby or thereby (whether based on
contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or
attorney of any other person has represented, expressly or otherwise, that such other person would
not, in the event of litigation, seek to enforce the foregoing waiver, (b) acknowledges that it and
the other parties hereto have been induced to enter into this agreement and the other documents
contemplated hereby by, among other things, the mutual waivers and certifications in this section
and (c) certifies that this waiver is knowingly, willingly and voluntarily made.
9. Counterparts. This Agreement may be executed in several counterparts, which
together shall constitute one and the same instrument.
10. Assignment. This Agreement cannot be assigned by either party hereto; provided,
however, that, notwithstanding anything herein contained to the contrary, the Lender may assign
this Agreement to any affiliate of the Lender, and any affiliate of the Lender may assign this
Agreement to the Lender or any other affiliate of the Lender; and provided further that any
company into which the Lender (or any affiliate of the Lender that may have been assigned this
Agreement as above provided) may be merged or with which it may be consolidated or any
company resulting from any merger, conversion or consolidation to which it shall be a party or
any company to which the Lender (or any affiliate of the Lender that may have been assigned this
Agreement as above provided) may sell or transfer all or substantially all of its lending business
shall be the successor to the Lender (or such affiliate of the Lender that may have been assigned
this Agreement as above provided) hereunder, without any further act, deed or conveyance and
notwithstanding any prohibitions or conditions contained herein with respect to assignability of
this Agreement by the Lender (or any affiliate of the Lender that may have been assigned this
Agreement as above provided).
11. Florida Law Governs. The validity, interpretation and performance of this
Agreement shall be governed by the laws of the State of Florida.
12. Notices. Any notice, demand, direction, request or other instrument authorized or
required by this Agreement to be given to the Issuer or the Lender shall be sent by United States
11.A.8
Packet Pg. 146 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
9
certified mail, first-class postage prepaid, return receipt requested, or by overnight common
courier, addressed as follows (unless changed as hereinafter provided):
To the Issuer:
Collier County, Florida
Collier County Government Complex
3299 East Tamiami Trail, Building F, Suite 202
Naples, Florida 34112
Attention: County Manager
To the Lender:
Raymond James Capital Funding, Inc.
710 Carillon Parkway
St. Petersburg, Florida 33716
Attention: Cord King, Senior Vice President
Email: Cord.King@RaymondJames.com
[Signature Page Follows]
11.A.8
Packet Pg. 147 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
Upon written notice to the respective parties mentioned above given in the manner
provided above, any of the above or subsequent addresses may be changed.
RAYMOND JAMES CAPITAL FUNDING, INC.
By: Name: Cord King Title: Senior Vice President
COLLIER COUNTY, FLORIDA
By: Name: William L. McDaniel, Jr. Title: Chairman, Board of County Commissioners
ATTESTED:
By:
Name: Derek M. Johnssen
Title: Deputy Clerk
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Jeffrey A. Klatzkow
Title: County Attorney
[SIGNATURE PAGE TO THE FORWARD NOTE PURCHASE AGREEMENT]
11.A.8
Packet Pg. 148 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
Exhibit A - Page 1
EXHIBIT "A"
FORM OF LENDER'S DISCLOSURE LETTER
RAYMOND JAMES CAPITAL FUNDING, INC.
DISCLOSURE LETTER AND
TRUTH-IN-BONDING STATEMENT
March 15, 2022
Collier County, Florida
Collier County Government Complex
3229 East Tamiami Trail, Building F, Suite 202
Naples, Florida 34112
Re: $___________ Collier County, Florida Special Obligation Refunding Revenue
Note, Series 2022B
Ladies and Gentlemen:
In connection with the purchase of the $___________ principal amount of the Collier
County, Florida Special Obligation Refunding Revenue Note, Series 2022B (the " Note")
authorized to be issued by Resolution No. _________ adopted by Collier County, Florida (the
"Issuer") on March 8, 2022 and a Loan Agreement dated July 6, 2022 (the "Loan Agreement"),
between the Issuer and the undersigned holder of the Note (the "Noteholder"), pursuant to the
provisions of Section 218.385, Florida Statutes, as amended, is providing the following
information with respect to the purchase of the Note. The Noteholder represents to you as follows:
(a) The nature and estimated amounts of expenses to be incurred by the Noteholder in
connection with the issuance and sale of the Note are:
Counsel Fee and Expenses
(to be paid by the Issuer) $______
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended,
in connection with the issuance of the Note.
(c) No underwriting discount or placement fee is expected to be realized by the
Noteholder in connection with the issuance of the Note; provided, however, the Noteholder is
purchasing the Note at a price net of original issue discount.
(d) No management fee will be charged by the Noteholder in connection with the
issuance of the Note.
(e) No other fee, bonus or other compensation will be paid by the Noteholder in
connection with the issuance of the Note to any person not regularly employed or retained by the
Noteholder (including a "finder" as defined in Section 218.386, Florida Statutes).
11.A.8
Packet Pg. 149 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
Exhibit A - Page 2
(f) The name and address of the Noteholder is:
Raymond James Capital Funding, Inc.
710 Carillon Parkway
St. Petersburg, FL 33716
(g) The Issuer is proposing to issue the Note for the principal purpose of refunding
certain outstanding indebtedness. The Note is expected to be repaid over approximately ____
years. The interest rate on the Note is _____%. Total interest paid over the life of the Note is
expected to be $_________. The expected source of repayment for the Note is Non-Ad Valorem
Revenues (as defined in the Loan Agreement) budgeted and appropriated each year. The Note is
expected to result in an average of $_______ (representing average annual debt service on the
Note) of such Non-Ad Valorem Revenues of the Issuer being expended to pay debt service on the
Note each year.
This disclosure letter is for informational purposes only and shall not affect or control the
actual terms of the Note.
Very truly yours,
RAYMOND JAMES CAPITAL FUNDING, INC.
By:
Senior Vice President
11.A.8
Packet Pg. 150 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
EXHIBIT "B"
FORM OF BOND COUNSEL OPINION
11.A.8
Packet Pg. 151 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
EXHIBIT "C"
FORM OF COUNTY ATTORNEY OPINION
11.A.8
Packet Pg. 152 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
EXHIBIT "D"
FORM OF NOTE
11.A.8
Packet Pg. 153 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
EXHIBIT "E"
FORM OF LENDER'S CERTIFICATE
11.A.8
Packet Pg. 154 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
EXHIBIT "F"
FORM OF COUNTY ATTORNEY OPINION TO BE DELIVERED
ON DATE OF FORWARD NOTE PURCHASE AGREEMENT
#154729067_v5 138779.00021
11.A.8
Packet Pg. 155 Attachment: Attach 8 Exhibit B - Form of 2022B Forward Note Purchase Agreement (21489 : Series 2022 A and B refinance)
LOAN AGREEMENT
BETWEEN
COLLIER COUNTY, FLORIDA
AND
RAYMOND JAMES CAPITAL FUNDING, INC.
DATED JULY 6, 2022
11.A.9
Packet Pg. 156 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
i
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS ................................................................................... 2
SECTION 1.02. INTERPRETATION .......................................................................... 6
SECTION 1.03. TITLES AND HEADINGS ............................................................... 7
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR
SERIES 2022B NOTE
SECTION 2.01. REPRESENTATIONS BY THE COUNTY ...................................... 7
SECTION 2.02. GENERAL AND COVENANT OF THE NOTEHOLDER .............. 8
SECTION 2.03. SERIES 2022B NOTE SHALL NOT BE INDEBTEDNESS OF
THE COUNTY OR STATE ......................................................... 8
SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON-AD
VALOREM REVENUES ............................................................. 8
SECTION 2.05. PAYMENT COVENANT.................................................................. 9
SECTION 2.06. ANTI-DILUTION .............................................................................. 9
SECTION 2.07. TAX COVENANT ........................................................................... 10
SECTION 2.08. OTHER COVENANTS. .................................................................. 10
ARTICLE III
DESCRIPTION OF SERIES 2022B NOTE; PAYMENT TERMS; OPTIONAL
PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2022B NOTE. .......................... 11
SECTION 3.02. OPTIONAL PREPAYMENT. ......................................................... 12
SECTION 3.03. ADJUSTMENT TO INTEREST RATE .......................................... 12
SECTION 3.04. TRANSFER AND ASSIGNMENT. ................................................ 13
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
SECTION 4.01. EVENTS OF DEFAULT ................................................................. 14
SECTION 4.02. REMEDIES ...................................................................................... 15
11.A.9
Packet Pg. 157 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
ii
ARTICLE V
MISCELLANEOUS
SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS
AGREEMENT ............................................................................ 15
SECTION 5.02. COUNTERPARTS........................................................................... 15
SECTION 5.03. SEVERABILITY ............................................................................. 15
SECTION 5.04. TERM OF AGREEMENT ............................................................... 16
SECTION 5.05. NOTICE OF CHANGES IN FACT ................................................. 16
SECTION 5.06. NOTICES ......................................................................................... 16
SECTION 5.07. NO THIRD-PARTY BENEFICIARIES .......................................... 16
SECTION 5.08. APPLICABLE LAW; VENUE ........................................................ 16
SECTION 5.09. WAIVER OF JURY TRIAL ............................................................ 16
SECTION 5.10. INCORPORATION BY REFERENCE ........................................... 17
EXHIBIT A - FORM OF SERIES 2022B NOTE
11.A.9
Packet Pg. 158 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
This LOAN AGREEMENT (this "Agreement") is made and entered into as of July
6, 2022, by and between COLLIER COUNTY, FLORIDA, a political subdivision under
the laws of the State of Florida (the "County"), and RAYMOND JAMES CAPITAL
FUNDING, INC., a for-profit corporation duly organized and existing under the laws of
the State of Florida, and its successors and assigns (the "Noteholder");
W I T N E S E T H:
WHEREAS, the County is authorized by provisions of the Florida Constitution,
Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the
"Act") to, among other things, acquire, construct, equip, own, sell, lease, operate and
maintain various capital improvements and public facilities to promote the health, welfare
and economic prosperity of the residents of the County and to borrow money to finance
and refinance the acquisition, construction, equipping and maintenance of such capital
improvements and public facilities; and
WHEREAS, the County previously issued its Special Obligation Refunding
Revenue Bonds, Series 2013 (the "Refunded Bonds") to refund certain indebtedness of the
County; and
WHEREAS, because of the current low interest rate market for tax-exempt
municipal indebtedness, the County can achieve debt service savings by refunding the
Refunded Bonds through the issuance of additional tax-exempt indebtedness; and
WHEREAS, the financial advisor for the County, PFM Financial Advisors, LLC,
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 Raymond James Capital Funding, Inc.
(including any successors or assigns, 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 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:
11.A.9
Packet Pg. 159 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
2
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for
all purposes of this Agreement, have the meanings in this Article I specified, unless the
context clearly otherwise requires.
"Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and other
applicable provisions of law.
"Agreement" shall mean this Loan Agreement, dated July 6, 2022, between the
County and the Noteholder and any and all modifications, alterations, amendments and
supplements hereto made in accordance with the provisions hereof.
"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 County's annual audit.
"Chairman" shall mean the Chairman of the Board or, in his or her absence or
unavailability, the Vice Chairman of the Board.
"Clerk" shall mean the Clerk of the Circuit Court and Comptroller of Collier
County, Florida and Ex-Officio Clerk to the Board of County Commissioners of Collier
County, Florida and such other person as may be duly authorized to act on her or his behalf,
including any Deputy Clerk.
"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.
11.A.9
Packet Pg. 160 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
3
"County" shall mean Collier County, Florida.
"County Manager" shall mean the County Manager of the County or, in his or her
absence or unavailability, any Deputy County Manager or a designee of the County
Manager.
"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 as a
secondary source of funds 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 Agreement 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 greater of (i) the sum of the published Federal
Reserve Bank Prime Rate plus three percent (3%), (ii) the sum of the Federal Funds Rate
plus five percent (5%), or (iii) eight percent (8%), per annum; provided, however, in no
event shall the Default Rate ever be greater than the highest rate of interest allowed by
applicable law.
"Determination of Taxability" shall mean 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 the Series 2022B Note is or was includable in the gross income of the
Noteholder for Federal income tax purposes as a result of action or inaction of the County;
provided, no Determination of Taxability shall be deemed to occur unless the County has
been given written notice of such occurrence and, to the extent permitted by law, an
opportunity to participate in and seek, at the County's own expense, a final administrative
determination by the Internal Revenue Service or determination by a court of competent
jurisdiction (from which no further right of appeal exists) as to the occurrence of such
Determination of Taxability.
11.A.9
Packet Pg. 161 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
4
"Escrow Agent" shall mean Hancock Whitney Bank, a Mississippi banking
corporation, or any successors or assigns.
"Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement to be
dated the date hereof and executed between the County and Hancock Whitney Bank, as
Escrow Agent, relating to the refunding of the Refunded Bonds.
"Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as most recently
published by the Federal Reserve Bank of New York. If for any reason such rate is no
longer published, the Noteholder shall select a comparable publication.
"Federal Reserve Bank Prime Rate" means, for any day, the “Bank Prime Loan”
rate as most recently reported by Federal Reserve Statistical Release H.15 Selected Interest
Rates of the Board of Governors of the Federal Reserve Syste m, or any successor
publication. If for any reason Release H.15 is no longer published, the Noteholder shall
select a comparable publication to determine the Federal Reserve Bank Prime Rate.
"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 County's 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 County's annual audit.
"Hedge Agreement" shall mean an agreement in writing between the County and
a Counterparty pursuant to which (a) 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 (b) 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, any
payments due as a penalty or by virtue of termination of a Qualified Hedge Agreemen t or
any obligation of the County to provide collateral.
11.A.9
Packet Pg. 162 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
5
"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 County's annual audit.
"Interest Rate" shall mean a fixed interest rate equal to 1.85% per annum. The
Interest Rate is subject to adjustment pursuant to Section 3.03 and Section 4.02 hereof.
"Maturity Date" shall mean October 1, 2035.
"Maximum Annual Debt Service" shall mean the largest aggregate amount of the
annual debt service coming due on the Series 2022B 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 County's 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 Raymond James Capital Funding, Inc., and any successors
or assigns thereto.
"Notice Date" means the date of receipt by the Noteholder of written notice of
optional prepayment of the Series 2022B Note by the Issuer, specifying the amount of such
prepayment, which date shall be at least thirty (30) days prior to such prepayment date.
"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.
"Prepayment Make-Whole Fee" shall mean the present value of the difference
between (a) the amount that would have been realized by the Noteholder on the prepaid
amount for the remaining term of the Series 2022B Note at the Interest Rate and (b) the
amount that would be realized by the Noteholder by reinvesting such prepaid amounts for
the remaining term of the Series 2022B Note, interpolated to the nearest month, at the
Replacement Rate plus 0.25%; that was in effect on the Notice Date; both discounted at
the Replacement Rate.
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Packet Pg. 163 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
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"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 the County's outstanding Collier County, Florida
Special Obligation Refunding Revenue Bonds, Series 2013.
"Replacement Rate" means the Standard & Poor's Municipal Bond Yield Curve
for AAA rated credits with a term closest to the remaining term of the Series 2022B Note
at the time of prepayment as such rate is published in The Bond Buyer as of five Business
Days prior to the date of prepayment or, if that index is not available, such other comparable
index selected by the Noteholder.
"Resolution" shall mean Resolution No. ________ adopted by the County on
March 8, 2022, which, among other things, authorized the execution and delivery of this
Loan Agreement and the issuance of the Series 2022B Note.
"Series 2022B Note" shall mean the Collier County, Florida Special Obligation
Refunding Revenue Note, Series 2022B, 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.
"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 2022B
Note, as such certificate may be amended from time to time.
"Taxable Rate" shall mean 2.52% per annum.
"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 County's
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
term used in this Agreement not herein defined shall have the meaning ascribed to such
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Packet Pg. 164 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
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term 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.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS;
SECURITY FOR SERIES 2022B 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 Escrow
Deposit Agreement, the performance by the County of all of its obligations hereunder, and
the issuance of the Series 2022B Note in the 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, the Escrow Deposit
Agreement or under the Series 2022B Note, and to perform all of its obligations hereunder
and under the Series 2022B 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 2022B Note
and enter this Agreement and the Escrow Deposit Agreement and, when executed and
delivered, the Series 2022B Note and this 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
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ability of the County to perform the County's obligations under the Resolution, this
Agreement, the Escrow Deposit Agreement or under the Series 2022B Note, in any way
questioning or affecting the organization or existence of the County or the right of any of
its officers to their respective offices, in any way questioning or affecting the covenant to
budget and appropriate the Non-Ad Valorem Revenues, or which would have a materially
adverse effect on the County (financial or otherwise).
SECTION 2.02. GENERAL AND COVENANT OF THE NOTEHOLDER.
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 2022B Note for the
purpose of refunding the Refunded Bonds and paying costs relating to the issuance of the
Series 2022B Note.
SECTION 2.03. SERIES 2022B NOTE SHALL NOT BE INDEBTEDNESS
OF THE COUNTY OR STATE. The Series 2022B 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 2022B Note or the interest thereon. The Series 2022B
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.
SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON-
AD VALOREM REVENUES. During such time as the Series 2022B Note is outstanding
hereunder or any amounts due hereunder or with respect to the Series 2022B Note remain
unpaid or outstanding, the County covenants and agrees to appropriate in its annual budget,
by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to pay
principal of and interest on the Series 2022B 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 Noteholder 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
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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
2022B 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 2.05. PAYMENT COVENANT. The County covenants that it
shall duly and punctually pay from the Non-Ad Valorem Revenues in accordance with
Section 2.04 hereof, the principal of and interest on the Series 2022B Note at the dates and
place and in the manner provided herein and in the Series 2022B Note according to the true
intent and meaning thereof and all other amounts due under this Agreement.
SECTION 2.06. ANTI-DILUTION. During such time as the Series 2022B
Note is outstanding hereunder or any amounts due hereunder or with respect to the Series
2022B Note remain unpaid or outstanding, the County agrees and covenants with the
Noteholder that upon the issuance of any subsequent Debt (1) Non-Ad Valorem Revenues
shall cover projected Maximum Annual Debt Service on the Series 2022B Note and
maximum annual debt service on Debt by at least 1.5x; and (2) projected Maximum Annual
Debt Service on the Series 2022B 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 2022B 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 audited financial
statements. For purposes of the calculations required by clauses (1) and (2) above,
Maximum Annual Debt Service on the Series 2022B Note and maximum annual debt
service on Debt shall be determined 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 2.06, 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
11.A.9
Packet Pg. 167 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
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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 from its original date of issuance 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 but only up to the notional amount of the Qualified Hedge Agreement . 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
and shall not be included in the determination of Non-Ad Valorem Revenues for purposes
of this Section 2.06, 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.
SECTION 2.07. TAX COVENANT. (a) In order to maintain the exclusion
from gross income for purposes of federal income taxation of interest on the Series 2022B
Note, the County shall comply with each requirement of the Code applicable to the Series
2022B 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 2022B 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 2022B Note for federal income tax purposes, the covenants
contained in this Section shall survive the payment of the Series 2022B 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 2022B Note to be an "arbitrage bond" within the meaning of Section
148(a) of the Code.
SECTION 2.08. OTHER COVENANTS. 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, audited by a certified public accountants, together with
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the report of such accountants to the effect that such audit has been conducted in
accordance with generally accepted auditing standards and stating whether such financial
statements present fairly in all material respects the financial position of the County and
the results of operations and cash flows for the periods covered by the audit report, all in
conformity with generally accepted accounting principles applied on a consistent basis .
The County shall provide the Noteholder with a copy of the annual budget of the County
each year within 30 days of the final adoption of such budget. With reasonable promptness
the County shall provide such other information as may be reasonably requested by the
Noteholder from time to time.
ARTICLE III
DESCRIPTION OF SERIES 2022B NOTE; PAYMENT TERMS;
OPTIONAL PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2022B NOTE. (a) The
County hereby authorizes the issuance and delivery of the Series 2022B Note to the
Noteholder which Series 2022B 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 2022B." The text of the Series 2022B 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 2022B Note. The
provisions of the form of the Series 2022B Note are hereby incorporated in this Agreement.
(b) The Series 2022B Note shall be dated the date of its delivery. The Series
2022B Note shall be issued as one note and the authorized denomination of the Series
2022B Note shall be its outstanding principal amount. The Series 2022B 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 2022B Note, shall cease to be such officer of the County before the Series 2022B
Note so signed and sealed shall have been actually delivered, such Series 2022B Note may
nevertheless be delivered as herein provided and may be issued as if the person who signed
or sealed such Series 2022B Note had not ceased to hold such office.
(c) The Series 2022B 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 and Section 4.02 hereof. Interest on the Series 2022B Note shall be payable
semi-annually on October 1 and April 1 of each year, commencing October 1, 2022 (each
an "Interest Payment Date") so long as any amount under the Series 2022B Note remains
outstanding. Principal of the Series 2022B Note shall be payable annually on October 1 of
each year, commencing October 1, 2022 (each a "Principal Payment Date"), through and
including the Maturity Date. The annual principal payments shall be set forth in the Series
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Packet Pg. 169 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
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2022B Note. The Series 2022B Note shall be purchased by the Noteholder from the County
at a purchase price equal to 99.75% of the principal amount thereof.
(d) All payments of principal of and interest on the Series 2022B Note shall be
payable in any coin or currency of the United States which, at the time of payment, is legal
tender for the payment of public and private debts and shall be made to the Noteholder in
whose name the Series 2022B 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 in immediately available funds or by bank wire transfer or in such other manner as is
agreed to in writing between the County and the Noteholder. Notwithstanding the
foregoing, the Noteholder shall be required to present and surrender a Series 2022B Note
to the County only for the final payment of the principal of such Series 2022B Note or shall
otherwise provide evidence that such Series 2022B Note has been fully paid and cancelled.
If any Interest Payment Date or Principal Payment Date is not a Business Day, the
corresponding payment shall be due on the next succeeding Business Day. The County
shall maintain books and records with respect to the identity of the holder of the Series
2022B Note, including a complete and accurate record of any assignment of this
Agreement and the Series 2022B 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 2022B Note. The County shall pay the fees of the
Noteholder's legal counsel in the amount of $23,500, $18,500 of which was paid prior to
the execution of this Agreement.
SECTION 3.02. OPTIONAL PREPAYMENT. The Series 2022B Note may
not be optionally prepaid prior to October 1, 2023. Commencing October 1, 2023, and
prior to October 1, 2031, the Series 2022B Note may be prepaid in whole or in part on any
Business Day, upon thirty (30) days prior written notice to the Noteholder, at a price of the
principal amount to be prepaid plus accrued interest to the date of prepayment plus the
Prepayment Make-Whole Fee.
On or after October 1, 2031, the Series 2022B Note may be prepaid in whole or in
part on any Business Day, upon thirty (30) days prior written notice to the Noteholder, at
a price of the principal amount to be prepaid plus accrued interest thereon to the date of
prepayment, without any prepayment penalty or premium.
Any partial prepayment of the Series 2022B Note shall be made in the minimum
principal amount of $1,000,000 and increments of $5,000 in excess thereof and shall be
applied in inverse order of the remaining principal payments.
SECTION 3.03. ADJUSTMENT TO INTEREST RATE. While the Series
2022B Note remains outstanding, upon the occurrence of a Determination of Taxability the
Interest Rate on the Series 2022B Note immediately shall be increased to the Taxable Rate;
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provided, however, such Taxable Rate shall never exceed the maximum rate allowable by
law. Immediately upon a Determination of Taxability, the County also agrees to pay to the
Noteholder, the Additional Amount. "Additional Amount" means (a) the difference
between (i) interest on the Series 2022B Note for the period commencing on the date on
which the interest on the Series 2022B 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 2022B 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 (ii) the
aggregate amount of interest paid on the Series 2022B Note during the Prior Taxable Period
at the Interest Rate applicable to the Series 2022B Note prior to the adjustment to the
Taxable Rate, plus (b) 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.
The obligation to pay such additional interest and such other costs, expenses, penalties,
attorney's fees and other losses shall survive the payment of the principal of the Series
2022B Note but shall be payable solely from the Non-Ad Valorem Revenues in the manner
and to the extent described herein.
SECTION 3.04. TRANSFER AND ASSIGNMENT. The Noteholder's right,
title and interest in and to the Series 2022B Note and any amounts payable by the County
thereunder may be assigned and reassigned in whole only (not in part) 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) a "Qualified Institutional
Buyer" as defined under Rule 144A promulgated by the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, or an "Accredited
Investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933, (b) a bank, savings institution or insurance company (whether acting in a trustee or
custodial capacity for any Accredited Investor or Qualified Institutional Buyer or on its
own behalf), (c) a trust or custodial arrangement each of the beneficial owners of which is
an Accredited Investor or Qualified Institutional Buyer, or (d) an affiliate of 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 County of its
intent to assign and sell its right, title and interest in and to the Series 2022B Note as herein
provided, the County agrees that, if so requested, it shall execute and deliver to the assignee
Noteholder, a Series 2022B 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, in exchange for the transferred Series 2022B Note.
Nothing contained in this Section 3.04 shall be interpreted to prohibit the Noteholder
from selling participations in the Series 2022B Note to any investor meeting the conditions
11.A.9
Packet Pg. 171 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
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set forth in the immediately preceding paragraph; provided the Noteholder remains the sole
holder of the Series 2022B Note.
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
SECTION 4.01. 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 or other
amounts due hereunder when due with respect to the Series 2022B Note;
(b) Any representation or warranty of the County contained in Article II of this
Agreement or any certificate provided to the Noteholder in connection with the transactions
contemplated hereunder 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 from the earlier of (i) when the County receives
notice from the Noteholder of such breach or violation or (ii) when the County was required
herein to notify the Noteholder pursuant to Section 5.05 hereof, 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;
(e) The County admits in writing its inability to pay its debts generally as they
become due or is adjudged insolvent by a court of competent jurisdiction, or it is adjudged
bankrupt on a petition in bankruptcy filed by or against the County or an order, judgment
or decree is entered by any court of competent jurisdiction appointing, without the consent
of the County, a receiver or trustee of the County or of the whole or any part of its property,
and if the aforesaid adjudications, orders, judgements or decrees shall not be vacated or set
aside or stayed within ninety (90) days from the date of entry thereof;
(f) An event of default on any other Debt secured by Non-Ad Valorem
Revenues.
11.A.9
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SECTION 4.02. 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 2022B
Note immediately due and payable. Upon the occurrence and during the continuation of
any Event of Default, the Interest Rate shall be adjusted to the Default Rate . Once the
Event of Default is cured or waived by the Noteholder, the Interest Rate will revert back to
the rate effective immediately prior to the Event of Default. If any other holder of Debt
payable from Non-Ad Valorem Revenues in a manner similar to the covenant contained in
Section 2.04 hereof shall have a right of acceleration in the event of a default with respect
to such Debt, the Noteholder shall have the same right.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS
AGREEMENT. (a) This Agreement constitutes the entire agreement between the
Noteholder and the County, and all negotiations and oral understandings between the
parties are merged herein. The terms and conditions set forth in this Agreement supersede
any and all previous agreements, promises, negotiations or representations. Any other
agreements, promises, negotiations or representations not expressly set forth or
incorporated into this Agreement are of no force and effect.
(b) Neither the Series 2022B Note, this Agreement nor the Resolution shall be
amended, changed or modified without the prior written consent of the Noteholder and the
County.
SECTION 5.02. 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 5.03. 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
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Packet Pg. 173 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
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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 invali d clause,
provision or section had not been contained herein.
SECTION 5.04. 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
2022B Note is outstanding.
SECTION 5.05. 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 2022B Note, and (b) any default
or event which, with notice or lapse of time or both, could become a default or an Event of
Default under this 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 5.06. 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, 3299 East Tamiami Trail,
Building F, Suite 202, Naples, Florida 34112, Attention: County Manager, and to the
Noteholder, Raymond James Capital Funding, Inc., 710 Carillon Parkway, St. Petersburg,
Florida 33716, Attention: Tax-Exempt Lending 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.
SECTION 5.07. 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 5.08. APPLICABLE LAW; VENUE. The substantive laws of the
State of Florida shall govern this Agreement. The substantive laws of the State of Florida
shall govern this Agreement, the Series 2022B Note or any agreement contemplated to be
executed in connection therewith. The County and the Noteholder each submits to the
jurisdiction of Florida courts and federal courts and agrees that venue for any suit
concerning this Agreement or the Series 2022B Note shall be in Collier County, Florida
and the Middle District of Florida.
SECTION 5.09. WAIVER OF JURY TRIAL. The County and the
Noteholder each 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 of the Series
2022B Note.
11.A.9
Packet Pg. 174 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
17
SECTION 5.10. 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 2022B Note.
11.A.9
Packet Pg. 175 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth herein.
(SEAL)
ATTEST:
_______________________________
Deputy Clerk
Approved as to Form and Legality:
_______________________________
County Attorney
COLLIER COUNTY, FLORIDA
______________________________________
Chairman, Board of County Commissioners
RAYMOND JAMES CAPITAL
FUNDING, INC.
______________________________________
By: Cord D. King
Title: Tax-Exempt Lending Manager and
Senior Vice President
11.A.9
Packet Pg. 176 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
A-1
EXHIBIT A
$_______________
UNITED STATES OF AMERICA
STATE OF FLORIDA
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE NOTE,
SERIES 2022B
Interest Rate Date of Issuance Final Maturity Date
1.85%
(subject to adjustment as
set forth herein)
July ___, 2022 October 1, 2035
KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida (the
"County"), for value received, hereby promises to pay, solely from the Non-Ad Valorem
Revenues described in the within mentioned Agreement, to the order of Raymond James
Capital Funding, Inc., or its successors or assigns (the "Noteholder"), the principal sum
of _______________________ AND 00/100 DOLLARS ($_________) pursuant to that
certain Loan Agreement by and between the Noteholder and the County, dated as of July
___, 2022 (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 October 1
and April 1 of each year, commencing on October 1, 2022 (each an "Interest Payment
Date"), so long as any amount under this Note remains outstanding. Principal of this Note
shall be payable on October 1 of each year, commencing on October 1, 2022, through and
including the Final Maturity Date identified above. The principal 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.
No presentment shall be required for this Note except upon final maturity.
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. ____ duly
adopted by the County on March 8, 2022 (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.
11.A.9
Packet Pg. 177 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
A-2
This Note is being issued to refund certain outstanding indebtedness of the County
to achieve debt service savings. 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 and
Section 4.02 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 2022B
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.
This Note may not be optionally prepaid prior to October 1, 2023. Commencing
October 1, 2023, and prior to October 1, 2031, this Note may be prepaid in whole or in part
on any Business Day, upon thirty (30) days prior written notice to the Noteholder, at a price
of the principal amount to be prepaid plus accrued interest to the date of prepayment plus
the Prepayment Make-Whole Fee.
On or after October 1, 2031, this Note may be prepaid in whole or in part on any
Business Day, upon thirty (30) days prior written notice to the Noteholder, at a price of the
principal amount to be prepaid plus accrued interest thereon to the date of prepayment,
without any prepayment penalty or premium.
Any partial prepayment of this Note shall be made in the minimum principal amount
of $1,000,000 and increments of $5,000 in excess thereof shall be applied in inverse order
of the remaining principal payments.
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.
11.A.9
Packet Pg. 178 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
A-3
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 accordance with and subject
to the restrictions in the Agreement.
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 Clerk, and this
Note to be dated the Date of Issuance set forth above.
COLLIER COUNTY, FLORIDA
(SEAL)
By: ___________________________________
William L. McDaniel, Jr.,
Chairman, Board of County Commissioners
ATTEST:
_______________________________
Crystal K. Kinzel, Clerk of the Circuit
Court and Comptroller of Collier
County, Florida
Approved as to Form and Legality:
_________________________________
Jeffrey A. Klatzkow, County Attorney
11.A.9
Packet Pg. 179 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
Appendix I
Principal Repayment Schedule for the
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE NOTE,
SERIES 2022B
Payment
Date Principal
Oct. 1, 2022
Oct. 1, 2023
Oct. 1, 2024
Oct. 1, 2025
Oct. 1, 2026
Oct. 1, 2027
Oct. 1, 2028
Oct. 1, 2029
Oct. 1, 2030
Oct. 1, 2031
Oct. 1, 2032
Oct. 1, 2033
Oct. 1, 2034
Oct. 1, 2035
11.A.9
Packet Pg. 180 Attachment: Attach 9 Exhibit C - Form of Loan Agreement - Raymond James (21489 : Series 2022 A and B refinance)
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of July ___, 2022, by and
between COLLIER COUNTY, FLORIDA, a political subdivision of the State of
Florida (the "County"), and HANCOCK WHITNEY BANK, (the "Escrow Agent"), a
Mississippi banking corporation, as escrow agent hereunder.
WHEREAS, the County has heretofore issued its Collier County, Florida Special
Obligation Refunding Revenue Bonds, Series 2013 (the "Series 2013 Bonds") pursuant to
Resolution No. 2013-70 adopted on March 12, 2013 (collectively, the "Resolution"); and
WHEREAS, the County has determined to exercise its option under the
Resolution to refund all of the outstanding Series 2013 Bonds, as described 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 2022B (the "Series 2022B Note") pursuant to Resolution No. ____ - ____, adopted
by the County on March 8, 2022, a portion of the proceeds of which Series 2022B 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 2022B 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
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
11.A.10
Packet Pg. 181 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
2
Section 8.01 thereto, are incorporated herein by reference. The Escrow Agent also
acknowledges receipt of the verification report of Bingham Arbitrage Rebate Services,
dated July ___, 2022 (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 2013 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 2022B 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 all 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 July ___, 2022, 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 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
11.A.10
Packet Pg. 182 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
3
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. PAYMENT OF 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) 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 October 1, 2022 (the
"Redemption Date") at a redemption price equal to 100% of the principal amount of each
Refunded Bond, plus interest accrued to the Redemption 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
11.A.10
Packet Pg. 183 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
4
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 2022B 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 2022B 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
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
11.A.10
Packet Pg. 184 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
5
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) 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. Such notice(s) of redemption shall be given by the Registrar for
such Refunded Bonds in accordance with the Resolution. The Escrow Agent shall cause
such Registrar to file such redemption notice with the Electronic Municipal Market
Access within ten business days of it being so given. The Refunded Bonds shall be
redeemed on October 1, 2022 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 30 days
of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the
County, shall cause the Registrar for the Refunded Bonds (Regions Bank) to mail to the
Holders of the Refunded Bonds the appropriate notice in the form provided in
Schedule D attached hereto. The Escrow Agent shall cause the Registrar for the Refunded
Bonds to file such defeasance notice with the Electronic Municipal Market Access within
ten business days of it being given.
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;
11.A.10
Packet Pg. 185 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
6
(b) to grant, or confer upon, the Escrow Agent for the benefit of the
holders of the Refunded Bonds, any additional rights, remedies, powers or
authority that may lawfully be granted to, or conferred upon, such holders or the
Escrow Agent; and
(c) to subject to this Agreement additional funds, securities or
properties.
The Escrow Agent shall be entitled to rely exclusively upon an 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
11.A.10
Packet Pg. 186 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
7
and disposition of the various moneys and funds described herein, the purchase, retention
or payment, transfer or other application of funds or securities by the Escrow Agent in
accordance with the provisions of this Agreement or any nonnegligent act, omission or
error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow
Agent shall, however, be liable to the County and to holders of the Refunded Bonds to
the extent of their respective damages for negligent or willful acts, omissions or errors of
the Escrow Agent which violate or fail to comply with the terms of this Agreement. The
duties and obligations of the Escrow Agent shall be determined by the express provisions
of this Agreement.
SECTION 15. REPORTING REQUIREMENTS OF ESCROW AGENT.
As soon as practicable after October 1, 2022, the Escrow Agent shall forward in writing
to the County a statement in detail of the activity of the Escrow Fund, including the
income and maturities of the Escrow Securities, and withdrawals of money from the
Escrow Fund, since the date hereof.
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 15 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
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
11.A.10
Packet Pg. 187 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
8
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 10 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
instruments in writing shall, on request, be executed, acknowledged and delivered by the
County.
11.A.10
Packet Pg. 188 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
9
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]
11.A.10
Packet Pg. 189 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
10
SECTION 21. NOTICES. Any notice, authorization, request or demand
required or permitted to be given in accordance with the terms of this Agreement shall be
in writing and sent either by facsimile, overnight express mail with fees prepaid, first
class mail with postage prepaid; or hand delivered to the Issuer or the Escrow Agent,
respectively, at the addresses or facsimile numbers shown below:
Hancock Whitney Bank
445 North Boulevard, Suite 201
Baton Rouge, LA 70802
Attn: Corporate Trust Administration
Facsimile: (225) 248-7469
Collier County, Florida
Collier County Government Complex
3299 East Tamiami Trail, Building F, Suite 202
Naples, FL 34112
Attention: County Manager
Facsimile: (239) 252-8588
[Remainder of page intentionally left blank]
11.A.10
Packet Pg. 190 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
11
IN WITNESS WHEREOF, the parties hereto have each caused this Escrow
Deposit Agreement to be executed by their duly authorized officers and appointed
officials and their seals to be hereunder affixed and attested as of the date first written
herein.
COLLIER COUNTY, FLORIDA
(SEAL)
______________________________________
Chairman, Board of County Commissioners
ATTEST:
_________________________________
Deputy Clerk
Approved as to Form and Legality:
County Attorney
HANCOCK WHITNEY BANK, as Escrow
Agent
By: __________________________________
Trust Officer
11.A.10
Packet Pg. 191 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
SCHEDULE 1
Fees and Expenses of Escrow Agent:
$___________ One-time Escrow Agent fee payable in advance (incidental expenses
included in one-time fee), plus out of pocket expenses at cost.
11.A.10
Packet Pg. 192 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
SCHEDULE A
DESCRIPTION OF THE REFUNDED BONDS
Maturity
(October 1) Principal Interest Rate
2025 $7,705,000 4.00%
2026 4,860,000 4.00
2027 5,050,000 4.00
2028 5,250,000 4.00
2029 5,460,000 3.50
2030 7,660,000 3.50
2031 7,925,000 3.50
2032 8,200,000 4.00
2033 8,525,000 4.00
2034 6,455,000 4.00
2035 6,715,000 4.00
11.A.10
Packet Pg. 193 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
SCHEDULE B
ESCROW SECURITIES
[TO COME]
11.A.10
Packet Pg. 194 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
SCHEDULE C
DISBURSEMENT REQUIREMENTS FOR REFUNDED BONDS
[TO COME]
11.A.10
Packet Pg. 195 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)
SCHEDULE D
FORM OF NOTICE OF DEFEASANCE
Notice is hereby given pursuant to Resolution No. 2013-70 adopted by the Board
of County Commissioners of Collier County, Florida on March 12, 2013 (the
"Resolution"), that the Collier County, Florida Special Obligation Refunding Revenue
Bonds, Series 2013 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 Hancock
Whitney 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 October 1, 2022 (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
(October 1) Principal Interest Rate CUSIP No.
2025 $7,705,000 4.00% 19464VCL2
2026 4,860,000 4.00 19464VCM0
2027 5,050,000 4.00 19464VCN8
2028 5,250,000 4.00 19464VCP3
2029 5,460,000 3.50 19464VCQ1
2030 7,660,000 3.50 19464VCR9
2031 7,925,000 3.50 19464VCS7
2032 8,200,000 4.00 19464VCT5
2033 8,525,000 4.00 19464VCU2
2034 6,455,000 4.00 19464VCV0
2035 6,715,000 4.00 19464VCW8
11.A.10
Packet Pg. 196 Attachment: Attach 10 Exhibit D - Form of Escrow Deposit Agreement - Hancock Whitney (21489 : Series 2022 A and B refinance)