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CD -0 r* (/) o o CD co n —. rt D = 2 v) v) bib w. a 1A RESOLUTION NO. 2022-43 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. 11A "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 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 2 1 1 A 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. 3 11 / 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. 4 1 1 A 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. COLLIE COUN- Y, FLORIDA (SEAL) Wily m L. McDaniel, Jr., Chairman, Board of County Commissioners ATTESTE : BY, Crysta K. Kinzel, Clerk of the Circuit Court and Comptroller of Collier County, Florida Appro e a to Form and Legality: Jeffrey . 1 tzkow, County Attorney 5 1 1 A EXHIBIT A Proposal [See Tab Number 3] 1 1 A Mark A.Cargo Managing Director it STERLING Sterling National Bank 9667 Ravenscroft LN NVV NATIONAL BANK Concord,NC 28027 704-287-4493 Email:mcargono snb.com Website: www.snb.com 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 SNB Confidential Term Sheet 2 1 P a g e 1 1 A 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: Year: Percentage: 1-2 No Call 3 101% Thereafter 100% 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. SNB Confidential Term Sheet 31 Page 1 1 A 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. SNB Confidential Term Sheet 4 ; .3 g e 11A 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) SNB Confidential Term Sheet 5 j P a g e 1 1 A 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 SNB Confidential Term Sheet 6 1 P a g e R 11A STERLING NATIONAL BANK 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 SNB Confidential Term Sheet 7 j p a g e 1 1 A EXHIBIT B Form of Loan Agreement [See Tab Number 2] 1 1 A LOAN AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND WEBSTER BANK, NATIONAL ASSOCIATION DATED MARCH 15, 2022 1A 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 1 1 A 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 ii h1 A 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, 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"); WITNESSETH: WHEREAS, the County is authorized by provisions of the Florida Constitution, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act") to, among other things, acquire, construct, equip, own, sell, lease, operate and maintain various capital improvements and public facilities to promote the health, welfare and economic prosperity of the residents of the County and to borrow money to finance and refinance the acquisition, construction, equipping and maintenance of such capital improvements and public facilities; and WHEREAS, the County previously issued its 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$32,865,000 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: 1 1 A 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. 2 11i "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 3 1 1 A 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. 4 1 1 A "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 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. 2022-43 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. 5 11A "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. [Remainder of page intentionally left blank] 6 � 1A 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$32,865,000. (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 7 1 1 A 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 8 1 1 A 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 9 11A 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 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 10 I 1 A the County shall provide such other information as may be reasonably requested by the Noteholder from time to time. [Remainder of page intentionally left blank] 11 11 , 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 THIRTY-TWO MILLION EIGHT HUNDRED SIXTY-FIVE THOUSAND AND 00/100 DOLLARS ($32,865,000.00) 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 12 21A Date by check or draft or by bank wire transfer or in such other manner as is agreed to 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 13 1 1 A Period at the Interest Rate applicable to the Series 2022A Note prior to the adjustment to 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. [Remainder of page intentionally left blank] 14 1 1 A 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 15 11q 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] 16 t1A 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. 17 1 1 A 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 deemed 18 1 1 A 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. [Remainder of page intentionally left blank] 19 1 1 A IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. (SEAL) COLLIER COUNTY, FLORIDA / /tt . Chairman, Board of County Commissioners ATTEST: f• By: Deputy Clerk Appro e Form and Legality: Count t WEBSTER BANK, NATIONAL ASSOCIATION By: Kevin C. King Title: Senior Managing Director 20 1 1 A IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. (SEAL) COLLIER COUNTY,FLORIDA Chairman,Board of County Commissioners A FIEST: By: Deputy Clerk Approved as to Form and Legality: County Attorney WEBSTER BANK,NATIONAL ASSOCIATION ( Cw AdC ( By: Kevin C.King Title: Senior Managing Director 20 t1A EXHIBIT A $32,865,000.00 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 THIRTY-TWO MILLION EIGHT HUNDRED SIXTY-FIVE THOUSAND AND 00/100 DOLLARS ($32,865,000.00) pursuant to that certain Loan Agreement by and between Webster Bank, National Association and the County, dated as of March 15, 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 Payrrrent 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. 2022-43 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. A-1 1 1 A 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. A-2 1 1 A 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 Deputy 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: Derek M. Johnssen, Deputy Clerk of the Board of County Commissioners Approved as to Form and Legality: Jeffrey A. Klatzkow, County Attorney A-3 1 1 A Appendix I Principal Repayment Schedule for the COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2022A Payment Date Principal Oct. 1, 2022 $8,425,000 Oct. 1, 2023 8,215,000 Oct. 1, 2024 8,330,000 Oct. 1, 2025 1,540,000 Oct. 1, 2026 1,555,000 Oct. 1, 2027 1,580,000 Oct. 1, 2028 1,600,000 Oct. 1, 2029 1,620,000 1 1 A 1 CLERK'S CERTIFICATE AS TO RESOLUTION I, Derek M. Johnssen, the undersigned Deputy Clerk of the Board of County Commissioners of Collier County, Florida (the "County"), DO HEREBY CERTIFY that attached hereto is a copy of "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," adopted at a meeting of the Board of County Commissioners of the County duly called and held on March 8, 2022, at which meeting a quorum was present and acting throughout, which resolution has been compared by me with the original thereof as recorded in the Minute Book of said County and that said resolution is a true, complete and correct copy thereof and said resolution has been duly adopted and has not been further modified, amended or repealed, and is in full force and effect on and as of the date hereof in the form attached hereto. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County as of this 15th day of March, 2022. (SEAL) Deputy Clerk of the Board of County Commissioners of Collier County, Florida 1 1 A RESOLUTION NO. 2022-44 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. 1 1 A "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. 2 1 1 A 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. 3 11A (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 4 1 1 A 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 5 1 1 A 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. COLLI Y, FLORIDA (SEAL) W. lam L. McDanie , r., Chairman, Board of County Commi:sioners ATTESTED: Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller of Collier County, Florida Approve as t F rm and Legality: Jeffrey A. la kow, County Attorney 6 1 1 A EXHIBIT A Raymond James Capital Funding, Inc. Proposal [See Tab No. 51 1 1 A RAYMOND JAMES 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") Raymond James Capital Funding, Inc. 710 Carillon Parkway// St. Petersburg, FL 33716//727.567.8000//raymondjamesbank.com 1 1 A 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 Raymond James Capital Funding, Inc. 710 Carillon Parkway//St. Petersburg, FL 33716 II 727.567.8000//rayrnondjamesbank.com 1 1 A 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. 2022E 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 2022E 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 2022E 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 2022E 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 2022E 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. Raymond James Capital Funding, Inc. 710 Carillon Parkway// St. Petersburg, FL 33716//727.567.8000//raymondjamesbank.corn 1 1 A 2022E Note: The interest rate on the 2022E 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. 2022E 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. 2022E 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. Raymond James Capital Funding, Inc. 710 Carillon Parkway//St. Petersburg, FL 33716//727.567.8000/I raymondjamesbank.corn 1 1 A 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 2022E 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. Raymond James Capital Funding, Inc. 710 Carillon Parkway//St. Petersburg, FL 33716//727.567.8000//raymondjamesbank.com 1 1 A 1 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. Raymond James Capital Funding, Inc. 710 Carillon Parkway// St. Petersburg, FL 33716//727.567.8000//rayrnondjarnesbank.corn 1 1 A 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, 7%1 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@raymondiames.com Raymond James Capital Funding, Inc. 710 Carillon Parkway//St. Petersburg, FL 33716!/727.567.8000/!raymondjamesbank.com 1 1 A EXHIBIT B Form of Forward Note Purchase Agreement [See Tab No. 2] 13A $75,560,000 COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE SERIES 2022B FORWARD NOTE PURCHASE AGREEMENT This Forward Note Purchase Agreement (this "Agreement") is dated March 15, 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 $75,371,100, which represents the principal amount of the Note of$75,560,000, less an original issue discount of 0.25%. The Note shall be issued under and secured pursuant to the provisions of a Resolution 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 meanings as given in the form of the Loan Agreement attached hereto as Exhibit "D" 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; 1 1 A (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 2 11A 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. 3 1 1 A (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. 4 1 A � (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 "E". 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: 5 11A � (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. 6 1 1 A (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 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; and (iv) the fees and disbursements of any experts, accountants, consultants or advisors retained 7 1 1 A 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 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 8 1 1 A To the Lender: Raymond James Capital Funding, Inc. 710 Carillon Parkway St. Petersburg, Florida 33716 Attention: Cord King, Senior Vice President Email: Cord.King(a�RaymondJames.com [Signature Page Follows] 9 1 A 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: d,,,,40.;4:7‘...",•--- 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] h A 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 COLLI C UN FLO By: Name: William L. McDaniel, Jr. Title: Chairman, Board of County Commissioners ATTESTED: By: �-- Nam : Derek M. Johnsen Title: Deputy Clerk APPROVED A TI) N-B EGALl l'Y: By: Name: Jeff y A Ka zkow Title: Cou ty torney [SIGNATURE PAGE TO THE FORWARD NOTE PURCH4SE AGREEMENT] 1 1 A EXHIBIT "A" FORM OF LENDER'S DISCLOSURE LETTER RAYMOND JAMES CAPITAL FUNDING, INC. DISCLOSURE LETTER AND TRUTH-IN-BONDING STATEMENT March 15, 2022 Board of County Commissioners of Collier County, Florida St. Augustine, Florida Ladies and Gentlemen: In connection with the purchase of the $75,560,000 principal amount of the Collier County, Florida Special Obligation Refunding Revenue Note, Series 2022B (the "Series 2022B Note") authorized to be issued pursuant to a resolution adopted by Collier County, Florida (the "Issuer") on March 8, 2022, authorizing the execution and delivery of a Loan Agreement to be dated as of July 6, 2022 (the "Loan Agreement"), between the Issuer and Raymond James Capital Funding, Inc. (the "Noteholder"), the issuance of the Series 2022B Note and the execution and delivery of a Forward Note Purchase Agreement, dated as of March 15, 2022, between the Issuer and the Noteholder, the Noteholder hereby acknowledges and represents that (1) the Noteholder is familiar with the Issuer as it relates to the Loan Agreement and the Series 2022B Note; (2) the Noteholder has been furnished certain business and financial information about the Issuer; (3) the Issuer has made available to the Noteholder the opportunity to obtain additional information and to evaluate the merits and risks of the purchase of the Series 2022B Note; and (4) the Noteholder has had the opportunity to ask questions of and receive answers from representatives of the Issuer concerning the terms and conditions of the purchase and the information supplied to the Noteholder. The Noteholder acknowledges that it has been advised that the Series 2022B Note will not be registered under the Securities Act of 1933, as amended, in reliance upon the exemption contained in Section 3(a)(2) thereof, and that the Issuer is not presently registered under Section 12 of the Securities and Exchange Act of 1934, as amended. The Noteholder, therefore, realizes that if and when the Noteholder wishes to resell the Series 2022B Note, there may not be available current business and financial information about the Issuer. Further, no trading market now exists for the Series 2022B Note. Accordingly, the Noteholder understands that it may need to bear the risks of this purchase for an indefinite time, since any sale prior to the maturity of the Series 2022B Note may not be possible or may be at a price below that which the Noteholder is paying for the Series 2022B Note. Exhibit A - Page 1 11A ' The Noteholder acknowledges that the Series 2022B Note is being purchased as part of a direct purchase of the Series 2022B Note negotiated directly between the Issuer and the Noteholder and that no disclosure document has been prepared in connection with the issuance of the Series 2022B Note. The Noteholder is purchasing the Series 2022B Note for its own loan account and not with a present view to any distribution of the Series 2022B Note or any interest therein or portion thereof, provided that the Noteholder retains the right at any time to dispose of the Series 2022B Note as it may determine to be in its best interests. In the event that the Noteholder disposes of its interest in the Series 2022B Note in the future, the Noteholder acknowledges the restrictions on transfer set forth in the Loan Agreement. The Noteholder acknowledges and agrees that the Series 2022B Note shall be secured solely as provided in the Resolution and the Loan Agreement, it being understood that neither the Series 2022B Note nor the interest represented thereby shall be or constitute a general obligation of the Issuer,the State of Florida, or any political subdivision or agency thereof, or a pledge of the faith and credit of the Issuer, the State of Florida, or any political subdivision or agency thereof, or a lien upon any property of or located within the boundaries of the Issuer, but shall be secured by a covenant of the Issuer to budget and appropriate Non-Ad Valorem Revenues (as defined in the Loan Agreement) in the manner provided in the Loan Agreement. Pursuant to the provisions of Section 218.385, Florida Statutes, as amended, the Noteholder is providing the following information with respect to the purchase of the Series 2022B 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 Series 2022E Note are: Noteholder Counsel Fee and Expenses (to be paid by the Issuer) $23,500 (b) There are no "finders," as defined in Section 218.386,Florida Statutes, as amended, in connection with the issuance of the Series 2022B Note. (c) No underwriter's discount or commitment fee is expected to be realized by the Noteholder in connection with the issuance of the Series 2022B Note; provided, however, the Noteholder is purchasing the Series 2022B Note at an original issue discount of$188,900.00. (d) No management fee will be charged by the Noteholder in connection with the issuance of the Series 2022B Note. (e) No other fee, bonus or other compensation will be paid by the Noteholder in connection with the issuance of the Series 2022B Note to any person Exhibit A- Page 2 11A not regularly employed or retained by the Noteholder (including a "finder" as defined in Section 218.386, Florida Statutes). (f) The name and address of the Noteholder is: Raymond James Capital Funding, Inc. 710 Carillon Parkway, St. Petersburg, Florida 33716 (g) The Issuer is proposing to issue the Series 2022B Note for the principal purpose of refunding the Issuer's outstanding Special Obligation Refunding Revenue Bonds, Series 2013. The Series 2022B Note is expected to be repaid over a period of approximately 13.25 years. At an interest rate of 1.85%, total interest paid over the life of the Series 2022B Note will be $11,358,177.78. The expected source of repayment for the Series 2022B Note is the Non-Ad Valorem Revenues budgeted and appropriated in accordance with the Loan Agreement. Authorizing the Series 2022B Note will result in an average of $6,566,745.86 (annual average debt service) of such revenues not being available for other purposes of the Issuer for each of the next 13.25 years. This statement is provided for the sole purpose of complying with Section 218.385, Florida Statutes, and does not change the terms of and is not evidence of terms of the Series 2022B Note. It is our understanding that the Issuer has not requested any further disclosure from the Noteholder. Very truly yours, RAYMOND JAMES CAPITAL FUNDING, INC. By: Cord D. King Title: Tax-Exempt Lending Manager and Senior Vice President Exhibit A- Page 3 h A EXHIBIT "B" FORM OF BOND COUNSEL OPINION July 6, 2022 Board of County Commissioners of Collier County Naples, Florida Commissioners: We have examined a record of proceedings relating to the issuance of the $75,560,000 Collier County, Florida Special Obligation Refunding Revenue Note, Series 2022B (the "Series 2022B Note")pursuant to the Loan Agreement dated as of July 6, 2022, between Collier County, Florida (the "County") and Raymond James Capital Funding, Inc. (the "Agreement"). The Series 2022B Note is issued under the authority of and pursuant to the Laws of the State of Florida, including particularly, Chapter 125, Florida Statutes, and Resolution No. 2022- duly adopted by the Board of County Commissioners of the County on March 8, 2022 (the "Resolution"). The Series 2022B Note is dated July 6, 2022. The Series 2022B Note has a final maturity of October 1, 2035. The Series 2022B Note shall bear interest at the rate described in the Agreement. The Series 2022B Note is subject to prepayment prior to maturity in accordance with the terms of the Agreement. The Series 2022B Note is in the form of one fully registered note. The Series 2022B Note is being issued for the principal purpose of providing moneys to current refund the County's outstanding Special Obligation Refunding Revenue Bonds, Series 2013 (the "Refunded Bonds"). Certain proceeds of the Series 2022B Note shall be deposited into an escrow deposit trust fund (the "Escrow Fund") established pursuant to the Escrow Deposit Agreement, dated as of the date hereof, between the County and Hancock Whitney Bank, as escrow agent, and invested in direct obligations of the United States of America(the "Escrow Securities"), such that the maturing principal of and interest on said obligations, together with any uninvested cash, shall be sufficient to pay the principal of and interest on the Refunded Bonds as the same become due or are redeemed prior to maturity. As to questions of fact material to our opinion, we have relied upon the representations of the County contained in the Resolution and the Agreement and in the certified proceedings related thereto and to the issuance of the Series 2022B Note and other certifications of public officials furnished to us in connection therewith without undertaking to verify the same by independent investigation. Furthermore, we have assumed continuing compliance with the covenants and agreements contained in the Resolution and the Agreement. We have not undertaken an independent audit, Exhibit B- Page 1 1 1 A examination, investigation or inspection of the matters described or contained in any agreements, documents, certificates, representations and opinions relating to the Series 2022B Note, and have relied solely on the facts, estimates and circumstances described and set forth therein. In our examination of the foregoing, we have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. Based on the foregoing, under existing law, we are of the opinion that: 1. The County is a duly created and validly existing political subdivision under the laws of the State of Florida. 2. The County has the right and power under the Constitution and Laws of the State of Florida to adopt the Resolution and execute and deliver the Agreement; the Resolution has been duly and lawfully adopted by the County; the Agreement has been duly and lawfully executed and delivered by the County; assuming the Agreement has been duly and lawfully executed and delivered by Raymond James Capital Funding, Inc., each is in full force and effect in accordance with its respective terms and is valid and binding upon the County and enforceable in accordance with its respective terms, and no other authorization for the Resolution or the Agreement is required. 3. The County is duly authorized and entitled to issue the Series 2022B Note, and the Series 2022B Note has been duly and validly authorized and issued by the County in accordance with the Constitution and Laws of the State of Florida, the Resolution and the Agreement. The Series 2022B Note constitutes a valid and binding obligation of the County as provided in the Resolution and the Agreement, is enforceable in accordance with its terms and the terms of the Resolution and the Agreement, and is entitled to the benefits of the Resolution, the Agreement, and the laws pursuant to which it is issued. The Series 2022B Note does not constitute a general indebtedness of the County or the State of Florida or any agency, department or political subdivision thereof, or a pledge of the faith. and credit of such entities, but is payable from Non-Ad Valorem Revenues (as defined in the Agreement) in the manner and to the extent provided in the Resolution and the Agreement. No holder of the Series 2022B Note shall ever have the right to compel the exercise of any ad valorem taxing power of the County or the State of Florida or any political subdivision, agency or department thereof to pay the Series 2022B Note. 4. The County has covenanted and agreed in the Agreement that during such time as the series 2022B Note is outstanding under the Agreement or any amounts due under the Agreement or with respect to the Series 2022B Note remain unpaid or outstanding, 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 Exhibit B - Page 2 h A 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, subject to the provisions of the Agreement, 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 any holder of the Series 2022B Note 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 in the Agreement shall have the effect of making available for the payment of the Series 2022B Note, in the manner described in the Agreement,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 under the Agreement; 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. 5. Under existing statutes, regulations, rulings and court decisions, the interest on the Series 2022B Note (including any original issue discount properly allocable to an owner thereof) (a) is excluded from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax. The opinions set forth in this paragraph are subject to the condition that the County comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Series 2022B Note in order that interest thereon be (or continues to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Series 2022B Note to be so included in gross income retroactive to the date of issuance of the Series 2022B Note. The County has covenanted in the Agreement to comply with all such requirements. Ownership of the Series 2022B Note may result in collateral federal tax consequences to certain taxpayers. We express no opinion regarding such federal tax consequences arising with respect to the Series 2022B Note. We have not been engaged or undertaken to review the (1) accuracy, sufficiency or completeness of any offering or disclosure material relating to the Series 2022B Note and we express no opinion relating thereto, or(2) compliance with any federal or state law with regard to the sale of the Series 2022B Note and we express no opinion relating thereto. Exhibit B - Page 3 1 1 A The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that the enforceability of the Resolution, the Agreement and the Series 2022B Note may be limited by any applicable 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. The opinions set forth herein are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. The only opinions rendered hereby shall be those expressly stated as such herein, and no opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We have examined the form of the Series 2022B Note and, in our opinion, the form of the Series 2022B Note is regular and proper. Respectfully submitted, Exhibit B - Page 4 1 1 A July 6, 2022 Raymond James Capital Funding, Inc. St. Petersburg, Florida Dear Sir or Madam: We have acted as Bond Counsel to Collier County, Florida (the "County") in connection with the issuance by the County of its $75,560,000 Collier County, Florida Special Obligation Refunding Revenue Note, Series 2022B (the "Series 2022B Note") pursuant to the authority of Resolution No. 2022- adopted by the Board of County Commissioners of the County on March 8, 2022 (the "Resolution"), and we have participated in various proceedings relating thereto. Of even date herewith, we have delivered to the County our approving opinion as Bond Counsel with respect to the Series 2022B Note. This letter will confirm that you may rely on such opinion as if it were addressed to you; provided, however, no attorney-client relationship has existed or exists between our firm and yours in connection with the Series 2022B Note and by virtue of this letter or our approving opinion. This letter is delivered to you solely for your benefit as the initial purchaser of the Series 2022B Note and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person, other than an owner of the Series 2022B Note, subject to the limitations set forth in our approving opinion. We are further of the opinion that the Series 2022B Note is exempt from registration under the Securities Act of 1933, as amended, and that the Resolution need not be qualified pursuant to the Trust Indenture Act of 1939, as amended. This letter is furnished by us in our capacity as Bond Counsel for the County and not as counsel to any other person. Very truly yours, Exhibit B - Page 5 1 A EXHIBIT "C" FORM OF COUNTY ATTORNEY OPINION [LETTERHEAD OF COUNTY ATTORNEY] July 6, 2022 Board of County Commissioners of Collier County, Florida Naples, Florida Raymond James Capital Funding, Inc. St. Petersburg, Florida Re: $75,560,000 Collier County, Florida Special Obligation Refunding Revenue Note, Series 2022B Ladies and Gentlemen: This letter shall serve as the opinion of the County Attorney of Collier County, Florida (the "County"). I have participated in various proceedings in connection with the issuance by the County of its Collier County, Florida Special Obligation Refunding Revenue Note, Series 2022B (the "Series 2022B Note") pursuant to Resolution No. 2022- adopted by the Board of County Commissioners of the County on March 8, 2022 (the "Resolution") and the Loan Agreement dated as of July 6, 2022, between the County and Raymond James Capital Funding, Inc. (the "Agreement"). Terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. I am of the opinion that: 1. The County is a political subdivision of the State of Florida (the "State"), duly organized and validly existing and had and has good right and lawful authority under the Constitution and laws of the State to adopt the Resolution, to execute and deliver the Agreement and to authorize and issue the Series 2022B Note; the Resolution has been duly adopted by the County; and the Agreement and the Series 2022B Note have been duly executed and delivered by the County and, assuming the due authorization, execution and delivery of the Agreement by Raymond James Capital Funding, Inc., each is in full force and effect and constitutes the valid, legal and binding obligation of the County enforceable in accordance with its respective terms. 2. The adoption of the Resolution, the execution and delivery of the Loan Agreement and the issuance of the Series 2022B Note, and compliance with the provisions thereof, will not conflict with or constitute a material breach of or default under any existing Exhibit C - Page 1 11A law, administrative regulation, court decree, resolution or agreement to which the County is subject. 3. The County has the power and authority under the laws of the State to covenant to budget and appropriate Non-Ad Valorem Revenues in accordance with the Agreement for the repayment of the Series 2022B Note and to pay the Series 2022B Note and interest thereon in accordance with the terms thereof and of the Agreement. 4. No litigation or other proceedings are pending or, to the best of my knowledge, threatened in any court or other tribunal of competent jurisdiction, State or Federal, in any way (a) restraining or enjoining the issuance or delivery of the Series 2022B Note, or (b) questioning or affecting the validity of the Series 2022B Note, the Resolution, the Agreement or the covenant to budget and appropriate Non-Ad Valorem Revenues in accordance with the Agreement, or (c) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution, registration, issuance or delivery of the Series 2022B Note and the security therefor, or (d) questioning or affecting the organization or existence of the County or the Board of County Commissioners or the title to office of the officers thereof. 5. All approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the County of its obligations under the Resolution, the Agreement and the Series 2022B Note have been obtained and are in full force and effect. The validity, binding effect and enforceability of the Resolution, the Series 2022B Note and the Agreement may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar statutes, rules, regulations or other laws affecting the enforcement of creditors' rights and remedies generally, and (b)the unavailability of, or limitation on the availability of, a particular right or remedy (whether in a proceeding in equity or at law) because of an equitable principle or a requirement as to commercial reasonableness, conscionability or good faith. Respectfully submitted, Exhibit C - Page 2 11A EXHIBIT "D" FORM OF LOAN AGREEMENT Exhibit D- Page 1 11A EXHIBIT C Form of Loan Agreement 11A LOAN AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND RAYMOND JAMES CAPITAL FUNDING, INC. DATED JULY 6, 2022 1 1 A 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 11A ARTICLE V MISCELLANEOUS SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO TIILS 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 ii 1 A 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"); WITNESETH: 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: 11A 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. 2 1 1 A "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. 3 1 1 A "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 System, 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 Agreement or any obligation of the County to provide collateral. 4 1 1 A "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. 5 1 1 A "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 6 1 1 A 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 7 1 1 A 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 8 11q 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 9 11A 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 10 1 1 A 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 11 1 1 A 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; 12 1 A 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 13 1 1 A 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. 14 1 1 A 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 15 1 1 A 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 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. 16 1 1 A 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. 17 1 A IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. (SEAL) COLLIER COUNTY, FLORIDA Chairman, Board of County Commissioners ATTEST: Deputy Clerk Approved as to Form and Legality: County Attorney RAYMOND JAMES CAPITAL FUNDING, INC. By: Cord D. King Title: Tax-Exempt Lending Manager and Senior Vice President 18 11A EXHIBIT A $75,560,000.00 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% July 6, 2022 October 1, 2035 (subject to adjustment as set forth herein) 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 SEVENTY-FIVE MILLION FIVE HUNDRED SIXTY THOUSAND AND 00/100 DOLLARS ($75,560,000.00)pursuant to that certain Loan Agreement by and between the Noteholder and the County, dated as of July 6, 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. 2022-44 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 A-1 111 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. 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 A-2 1 1. A have the right to compel the exercise of the ad valorem taxing power of the County or the State,or taxation in any form of any property therein to pay the Note or the interest thereon. So long as any of this Note shall remain outstanding, the County shall maintain and keep books for the registration and transfer of this Note. The Noteholder's right,title and interest in and to this Note and any amounts payable by the County hereunder may be assigned and reassigned in 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 A-3 11A Appendix I Principal Repayment Schedule for the COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2022B Payment Date Principal Oct. 1, 2022 $880,000 Oct. 1, 2023 570,000 Oct. 1, 2024 580,000 Oct. 1, 2025 8,295,000 Oct. 1, 2026 5,295,000 Oct. 1, 2027 5,385,000 Oct. 1, 2028 5,485,000 Oct. 1, 2029 5,585,000 Oct. 1, 2030 7,700,000 Oct. 1, 2031 7,840,000 Oct. 1, 2032 7,980,000 Oct. I, 2033 8,125,000 Oct. 1, 2034 5,865,000 Oct. 1, 2035 5,975,000 1 1 A EXHIBIT "E" FORM OF COUNTY ATTORNEY OPINION TO BE DELIVERED ON DATE OF FORWARD NOTE PURCHASE AGREEMENT [LETTERHEAD OF COUNTY ATTORNEY] March 15, 2022 Board of County Commissioners of Collier County, Florida Naples, Florida Raymond James Capital Funding, Inc. St. Petersburg, Florida Re: Forward Note Purchase Agreement between Collier County, Florida and Raymond James Capital Funding, Inc. Ladies and Gentlemen: This letter shall serve as the opinion of the County Attorney of Collier County, Florida (the "County"). I have participated in various proceedings in connection with the execution and delivery of the Forward Note Purchase Agreement, dated March 15, 2022 (the "Purchase Agreement") between the County and Raymond James Capital Funding, Inc., as it relates to the potential issuance by the County of its Collier County, Florida Special Obligation Refunding Revenue Note, Series 2022B (the "Note"). Terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement. I have examined, among other things, the Resolution and the Purchase Agreement and the proceedings of the County with respect to the authorization and execution of the Purchase Agreement, and certificates and other documents relating to the County, the Resolution and the Purchase Agreement, and have made such other examination of applicable Florida law as I have deemed necessary in giving this opinion. Based on the foregoing, under existing law, I am of the opinion that: (A) The County is a political subdivision of the State of Florida (the "State"), duly organized and validly existing and has full legal right, power and authority under the Constitution and laws of the State to adopt the Resolution, execute and deliver the Purchase Agreement; the Resolution has been duly adopted by the County, is in full force and effect and constitutes the valid, legal and binding obligation of the County enforceable in accordance with its terms. Exhibit E- Page 1 11A (B) The Purchase Agreement has been duly authorized, executed and delivered by the County and, assuming the due authorization, execution and delivery of the Purchase Agreement by Raymond James Capital Funding, Inc., constitutes a legal, valid and binding agreement of the County enforceable in accordance with its terms. (C) As of the date hereof, the County has duly performed all obligations to be performed by it pursuant to the Resolution and the Purchase Agreement. (D) The adoption of the Resolution and the execution and delivery of the Purchase Agreement, and compliance with the provisions thereof, will not conflict with or constitute a material breach of or default under any existing law, administrative regulation, court decree, resolution or agreement to which the County is subject. (E) No litigation or other proceedings are pending or, to the best of my knowledge, threatened in any court or other tribunal of competent jurisdiction, State or Federal, in any way (1) restraining or enjoining the adoption of the Resolution or issuance, sale or delivery of the Purchase Agreement, or (2) questioning or affecting the validity of the Purchase Agreement or the Resolution; or (3) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution, registration, issuance or delivery of the Purchase Agreement; or(4) questioning or affecting (a) the organization or existence of the County or the Board of County Commissioners or the title to office of the officers thereof, or (b) the power or authority of the County to receive Non-Ad Valorem Revenues; or (5) which could materially adversely affect the operations of the County or the financial condition of the County. (F) All approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the County of its obligations under the Resolution, the Purchase Agreement and the other documents relating to the Note have been obtained and are in full force and effect. All of the above opinions as to enforceability of the legal obligations of the County may be subject to and limited by bankruptcy, insolvency, reorganization, moratorium and similar laws, in each case relating to or affecting the enforcement of creditors rights generally, and other general principles of equity. The letter is addressed to you and your successors and assigns and is not to be used, circulated, quoted or otherwise referred to for any other purpose without, in each case, my express written consent. Respectfully submitted, #154729067_v8 138779.00021 Exhibit E- Page 2