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Resolution 2017-034 CRA RESOLUTION NO. 201 7-34 A RESOLUTION OF THE COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY ACCEPTING THE PROPOSAL OF TD BANK, N.A. TO PROVIDE THE AGENCY WITH A TERM LOAN IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $5,500,000 TO REFINANCE AMOUNTS OUTSTANDING UNDER AN EXISTING LOAN AGREEMENT WITH FIFTH THIRD BANK; APPROVING THE FORM OF A LOAN AGREEMENT WITH TD BANK, N.A.; APPROVING THE FORM OF A NOTE EVIDENCING SUCH TERM LOAN; AUTHORIZING THE REPAYMENT OF SUCH TERM LOAN FROM INCREMENT TAX REVENUES DERIVED WITHIN THE BAYSHORE/GATEWAY TRIANGLE COMMUNITY REDEVELOPMENT AREA AND, TO THE EXTENT SUCH INCREMENT TAX REVENUES ARE INSUFFICIENT, OTHER LEGALLY AVAILABLE NON- AD VALOREM REVENUES OF THE AGENCY; DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Florida Constitution, Chapter 163, Part III, Florida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. When used in this Resolution, terms not otherwise defined herein shall have the meanings set forth in the hereinafter defined Loan Agreement, unless the context clearly indicates a different meaning. "Agency" shall mean the Collier County Community Redevelopment Agency, a community redevelopment agency duly created and validly existing under the laws of the State of Florida. "Bank" shall mean TD Bank, N.A., and its successors and assigns. "Chairman" shall mean the Chairman of the Governing Body, or in her absence or unavailability, the Vice-Chairman of the Governing Body. "Community Redevelopment Area" shall mean the Bayshore/Gateway Triangle Redevelopment Area identified by the County pursuant to Resolution No. 2000-82, adopted on March 14, 2000, as it may be amended and supplemented from time to time. "Community Redevelopment Trust Fund" shall mean the Community Redevelopment Trust Fund established by the County pursuant to Ordinance 2000-42, adopted on June 13, 2000, as it may be amended and supplemented from time to time. "County" shall mean Collier County, Florida, a political subdivision of the State of Florida. "Governing Body" shall mean the Board of County Commissioners of Collier County, Florida, acting in its capacity as the Governing Body of the Agency. "Increment Tax Revenues" shall mean all of the increment tax revenues that are derived within the Community Redevelopment Area and received by the Agency, all in accordance with Chapter 163, Part III, Florida Statutes, and Ordinance No. 2000-42 of the County, as it may be amended and supplemented from time to time. "Loan Agreement" shall mean the Loan Agreement to be executed between the Bank and the Agency, which shall be substantially in the form attached hereto as Exhibit B. "Secretary" shall mean Clerk of the Circuit Court of Collier County, Florida and Ex-Officio Clerk to the Board of Commissioners of Collier County, Florida, acting in his capacity as Secretary to the Agency, or his duly authorized designee. "Series 2017 Note" shall mean the Collier County Community Redevelopment Agency Taxable Note (TD Bank, N.A.), Series 2017, as more particularly described in the Loan Agreement. The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms shall refer to this Resolution. Words importing the singular number include the plural number, and vice versa. SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Series 2017 Note by the Bank, the provisions of this Resolution shall be a part of the contract of the Agency with the Bank, and shall be deemed to be and shall constitute a contract between the Agency and the Bank. The pledge made herein and in the Loan Agreement and the provisions, covenants and agreements herein and in the Loan Agreement set forth to be performed by or on behalf of the Agency shall be for the benefit, protection and security of the Bank. 2 SECTION 4. FINDINGS. It is hereby ascertained, determined and declared that: (A) The Agency has and shall have from time to time certain community redevelopment capital improvement needs and requirements within the Community Redevelopment Area which must be acquired and constructed. (B) On May 31, 2013, the Agency issued its $7,557,900 Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2013 (the "Prior Note") in order to finance and refinance certain capital improvements within the Agency, $5,295,781 of which is currently outstanding. (C) The Prior Note has a final maturity of June 1, 2018, and bears interest at a variable rate. (D) Because of prior and current economic conditions, the Agency does not anticipate having sufficient funds to pay the Prior Note in full by its final maturity date and the Agency desires to establish a fixed interest rate in order to eliminate interest rate risk. (E) Pursuant to a competitive bidding process, the Bank has submitted the most beneficial proposal to provide the Agency with a term loan (the "Loan") to refinance the Prior Note, which Loan shall have a fixed interest rate and a final maturity date of March 1, 2027, all as more particularly described in the Loan Agreement. (F) The Loan shall be repaid solely from the Increment Tax Revenues and, to the extent such Increment Tax Revenues are insufficient, certain other legally available non-ad valorem revenues of the Agency in the manner and to the extent set forth in the Loan Agreement and the Loan shall not be deemed a pledge of the faith and credit or taxing power of either the Agency or the County and such obligation shall not create a lien on any property whatsoever of or in the Agency or the County other than the Increment Tax Revenues and such other legally available non-ad valorem revenues. SECTION 5. ACCEPTANCE OF PROPOSAL. The Agency hereby accepts the proposal of the Bank to provide the Agency with the Loan in the form attached hereto as Exhibit A (the "Proposal"). The execution and delivery of the Proposal to the Bank is hereby approved and ratified and all of the terms and provisions of the Proposal are hereby approved. SECTION 6. APPROVAL OF FORM OF LOAN AGREEMENT. The repayment of the Loan by the Agency shall be pursuant to the terms and provisions of the Loan Agreement. 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 Chairman is authorized and directed to determine, with the advice of the Agency's financial advisor, Public Financial Management, Inc., the principal amount of the Loan which principal amount shall not 3 exceed $5,500,000. The Agency hereby authorizes and directs the Chairman to execute and deliver, and the Secretary to attest, on behalf of the Agency the Loan Agreement substantially in the form attached hereto as Exhibit B, with such changes, insertions and additions as the Chairman may approve, her execution thereof being evidence of such approval. SECTION 7. LIMITED OBLIGATION. The obligation of the Agency to repay amounts on the Loan is a limited and special obligation payable from Increment Tax Revenues and other legally available non-ad valorem revenues of the Agency described in the Loan Agreement 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 either the Agency or the County and such obligation shall not create a lien on any property whatsoever of or in the Agency or the County other than the Increment Tax Revenues and such other legally available non-ad valorem revenues. SECTION 8. APPROVAL OF SERIES 2017 NOTE. The Chairman is authorized and directed to execute and deliver, and the Secretary is authorized and directed to attest, the Series 2017 Note substantially in the form attached to the Loan Agreement as Exhibit A, with such changes, insertions and additions as the Chairman may approve, her execution thereof being evidence of such approval. SECTION 9. GENERAL AUTHORIZATION. The Chairman, the Secretary and the Executive Director for the Agency are authorized to execute and deliver such documents, instruments and contracts, whether or not expressly contemplated hereby, and the County Attorney, Bond Counsel to the County and the Agency and other employees or agents of the Agency and the County are hereby authorized and directed to do all acts and things required hereby or thereby as may be necessary for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. SECTION 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. VIII 4 SECTION 11. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. DULY ADOPTED this 28th day of February, 2017. COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY (SEAL) By: Attest: Donna iala, Chairman e etary Attest as to airman s signature only. APP' •V i� S TO FORM AND LEG :IICIENCY: 1114/A 11 ,11 Legal lo I sel 5 EXHIBIT A Proposal of TD Bank, N.A. II, EXHIBIT A Bank America's Most Convenient Bank® 255 ALHAMBRA CIRCLE;2ND FLOOR CORAL GABLES,FL 33134 TEL:305-441-5692 January 19, 2017 Mr. Mark Isackson, Director Corporate Financial& Management Services Division Collier County, Florida do Bayshore Gateway Triangle CRA 3570 Bayshore Drive, Unit 102 Naples, Florida 34112 (239)643-1115 MarkIsackson a(�colliergov.net cc: Sergio Masvidal (masvidalsapfm.com) and Nicklas Rocca (roccanpfm.com) RE: TD Bank Proposal Response—Collier County CRA RFQ -$5.5MM Bank Loan Request Dear Mr. Isackson: The Collier County Community Redevelopment Agency (the "Agency") and its Financial Advisor has provided us with certain information regarding the need for the Agency to identify an institution that can provide a taxable term loan to be evidenced by a Taxable Note, Series 2017 (the "Series 2017 Note") at the lowest overall borrowing cost, pursuant to certain conditions as determined by the Agency, in an amount not to exceed $5,500,000. In connection therewith, we are pleased to submit our proposal to provide the credit accommodations (the "Credit Accommodations") described on the attached preliminary term sheet(s)for your consideration. The structure of the proposed Credit Accommodation(s) is outlined in the attached Term Sheet which provides a statement of suggested terms, but under no circumstance shall such statement be construed as a complete summarization of terms necessary for consummation of the proposed Credit Accommodation. PLEASE NOTE, ALTHOUGH THE TERM SHEET HAS BEEN APPROVED BY THE APPROPRIATE CREDIT AUTHORITIES AT THE BANK, THIS PROPOSAL IS SUBJECT TO FORMAL CREDIT REVIEW AND UNDERWRITING IN ACCORDANCE WITH THE BANK'S INTERNAL POLICY AND NOTHING HEREIN SHALL CONSTITUTE A BINDING COMMITMENT TO LEND. The Bank shall not be liable to the Agency or any other person for any losses, damages or consequential damages which may result from the Company's reliance upon this proposal letter or the proposed Credit Accommodations, the proposed term sheet(s) or any transaction contemplated hereby. This letter, along with the proposed terms and conditions, are delivered to the Agency and the Collier County for its confidential use and evaluation, and shall not be disclosed by the Agency and County except (i) as may be required to be disclosed in any legal proceeding or as may otherwise be required by law and (ii) on a confidential and "need to know" basis, to your directors, officers, employees, advisors and agents. 1/19/2017 1 II We appreciate the opportunity to provide this proposal to the Agency and look forward to working with you, the Agency, and its Financial Advisor on successfully completing this transaction. Very truly yours, TD BANK, N.A. By: Delle Joseph, CPA Senior Vice President, SFL Municipal Lending Tel:305-441-5692 ACCEPTED on this day of , 20_: Collier County Community Redevelopment Agency, Florida By: Signer's name, Title 1/19/2017 2 REVISED TERM SHEET (NEW PROJECT LOAN) TERMS AND CONDITIONS OF CREDIT ACCOMMODATION DATED 1/13/2017 ("DIRECT PURCHASE LOAN") THIS IS A STATEMENT OF TERMS AND CONDITIONS AND NOT A COMMITMENT TO LEND. ALL CREDIT ACCOMMODATIONS ARE SUBJECT TO FORMAL CREDIT UNDERWRITING AND APPROVAL. 1. Loan. (a) Borrower(s): Collier County Community Redevelopment Agency("Agency") (b) Guarantor: N/A (c) Facility: Taxable Term Loan. (d) Purpose: The proposed Series 2017 Note will be used to: (1) refund all of the Agency's outstanding Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2013 (the "Series 2013 Note") which will be outstanding in the amount of $5,211,805 as of the expected closing of the Series 2017 Note. (e) Amount: Up to$5,500,000 (f) Collateral: The principal of and interest on the Series 2017 Note will be secured by and payable from Pledged Funds which shall include (1) the increment tax revenues delivered within the Bayshore/Gateway Triangle Redevelopment Area (the "Increment Tax Revenues"), and (2) to the extent the Increment Tax Revenues are insufficient to pay annual debt service, the CRA covenants to appropriate in its annual budget, by amendment if necessary, from its other Non-Ad Valorem Revenues lawfully available in each fiscal year, amounts which shall be sufficient to pay the annual debt service on the note. (g) Maturity: March 1st, 2027 (h) Repayment Terms: Interest payments on the outstanding principal balance of the Series 2017 Note will be calculated on a 30/360-day basis and will be paid monthly on the 1st of each month, beginning April 1, 2017. The principal amount of the Term Loan will be payable monthly on the 1st of each month beginning April 1, 2017, through the final maturity of the Series 2017 Note. i Interest Rate: Indicative Taxable Fixed Rate is 3.13%. The quoted indicative fixed rate of interest is based upon the greater of (ten (10) year H-15 Swap Rate) plus 91 basis points, or (ten (10) year Treasury Rate) plus 80 basis points as publicized the Intercontinental 1/19/2017 3 Exchange (ICE) for the Swap Index and by the Federal Reserve for the Treasury Index as of January 17, 2019: Federal Reserve: http://www.federalreserve.qov/release/h15/update/ ICE: https://www.theice.com/iba/historical-data RATE HOLD OPTION: TD Bank has the ability to hold the loan interest rate for the Agency until the proposed Closing Date of March 2nd 2017 as requested under the RFQ. At the time that the Bank is informed that it will be recommended for the award of the Loan Facility, the Bank would lock-in the Loan Interest Rate for the Agency for a small premium. Based on current market rates, the premium for a 30-day and 45-Day Rate Lock is 2 basis points and 3 basis points, respectively. (j) Prepayment Premium: Loan will be subject to the Bank's Prepayment Fee Language: At the time of any full or partial prepayment, a fee equal to the greater of (i) 1.00% of the principal balance multiplied by the number of remaining years or(ii) a"Yield Maintenance Fee"computed as follows: The current cost of funds, specifically the bond equivalent yield for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent yield) with a maturity date closest to the "Remaining Term", shall be subtracted from the Note rate, or default rate if applicable. If the result is zero or a negative number, there shall be no Yield Maintenance Fee due and payable. If the result is a positive number, then the resulting percentage shall be multiplied by the scheduled outstanding principal balance for each remaining monthly period of the "Remaining Term." Each resulting amount shall be divided by 360 and multiplied by the number of days in the monthly period. Said amounts shall be reduced to present values calculated by using the above reference current costs of funds divided by 12. The resulting sum of present values shall be the yield maintenance fee due to the Bank upon prepayment of the principal of the loan plus any accrued interest due as of the prepayment date. "Remaining Term" as used herein shall mean the shorter of (i) the remaining term of this Note, or(ii) the remaining term of the then current fixed interest rate period. No Prepayment Fee Option: The School can elect to have a "No Prepayment Fee" provision associated with this Term Loan by adding a premium of 23 basis points to the proposed Loan Rate. (k) Late Charge: If any payment due the Bank is more than fifteen (15) days overdue, a late charge of six percent(6%)of the overdue payment shall be assessed. (I) Events of Default: Will include but not be limited to: (1) Breach of representation or warranties. (2) Violation of covenants. (3) Bankruptcy or insolvency. (4) Final, non appealable judgments against the Agency in excess of$3,000,000 1/19/2017 4 (5) Payment default which includes the failure to replenish the debt service reserve fund as required under the Loan Agreement. (m) Default Rate of Interest: The "default rate of interest" shall be six (6) percentage points in excess of the Bank's Prime Rate of interest charged at the time of the event of default. 2. Fees and Expenses: The Borrower shall pay to the Bank on demand any and all costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements, court costs, litigation and other expenses) incurred or paid by the Bank in connection with the loan. The Borrower's bond counsel will provide documentation associated with this transaction. Documentation will be subject to the review and approval of the Lender and the Lender's counsel. The Borrower agrees to pay all legal fees and expenses of the lender associated with the review and closing of this transaction, which costs may be paid with proceeds of the Loan. Legal costs shall be capped at no more than $5,000. 3. Legal Opinions. Prior to closing, there shall be delivered to the Bank an opinion of Bond Counsel and /or Town Counsel acceptable to the Bank covering matters customary for a transaction of this type and nature and which shall, without limitation, opine that: (1) the Borrower is duly formed; (2) all loan documents have been validly authorized and executed by and on behalf of the Borrower, if any; (3) all loan documents are valid, binding, enforceable in accordance with their terms and do not violate any legal requirements, including without limitation, organizational documents, laws and material agreements. 4. Financial Reporting: a) Borrower(s) shall furnish the following financial reports: Type of Report(s) Frequency Due Date Audited Financial Statement Annually Within 210 days of fiscal year end Operating Budget Annually Within 30 days of approval or acceptance by Borrower's Board Taxable Assessed Value Annually Within 210 days of fiscal year Confirmation for Collier CRA end b) The Bank reserves the right to request additional financial information to supplement or verify certain financial assumptions or verify the creditworthiness of the Borrower and if applicable. 5. Financial Covenant(s): 1. Minimum Annual Debt Service Coverage (DSC) of 1.15x. The numerator for the DSC ratio shall include Increment Tax Revenues, Net Non-Ad Valorem Revenues of the Agency and transfers in to the Agency. 2. Additional Bond Test: The Agency shall be permitted to issue additional parity debt, subject to its Debt Service Coverage based on maximum annual debt service being at least 1.50x on a proforma basis inclusive of the additional debt. 1/19/2017 5 6. Other Conditions: a. No Material Adverse Change to the Borrower prior to closing. b. Loan debt service payments shall be settled via auto debit. c. The Agency shall establish and maintain a Debt Service Reserve Fund held at TD Bank in an amount up to 'h of the Maximum Annual Debt Service so long as the Series 2017 Note is outstanding. Moneys on deposit in the Debt Service Reserve Fund shall be used only to pay the Annual Debt Service on the Series 2017 Note to the extent the Pledged Funds are insufficient. d. Borrower shall covenant that it will replenish the Debt Service Reserve Fund (if ever invaded) within a 3-month period using its Covenant to Budget and Appropriate authority. e. Loan documents will include capital adequacy language which can be waived by Bank for a premium of 10 basis points to be added to the quoted loan interest rate. f. Loan documents will include Corporate Tax language subject to changes in the corporate tax rate. This provision can potentially be waived by the Bank- subject to Bank's final approval-for a premium of 7 to 10 basis points be added to the quoted loan interest rate. g. All standard rights and remedies; including accelerations rights in the event of a payment default only. h. The implementation of certain terms, conditions, covenants or other non-material changes to the proposed Credit Accommodation required as part of the Bank's formal credit approval shall be deemed an approval in substantially the form outlined in this proposed Credit Accommodation. i. All legal matters and documentation to be executed in connection with the contemplated proposed Credit Accommodation shall be satisfactory in form and substance to the Bank and counsel to the Bank. j. The Bank shall not be required to enter into the proposed Credit Accommodation until the completion of all due diligence inquiries, receipt of approvals from all requisite parties and the execution and receipt of all necessary documentation reasonably acceptable to the Bank and its counsel. Furthermore, certain assumptions are made for this proposal which, if altered, could affect the overall credit approval and or terms of the proposed Credit Accommodation. k. Patriot Act Notice: Patriot Act Notice. Lender is subject to the requirements of USA Patriot Act (Title III of Pub. L. 107-56) (signed into law October 26, 2001)) (the "Act"), and hereby notifies the Borrower and Guarantor (if any) that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower and Guarantor,which information includes the names and address of the Borrower and Guarantor and other information that will allow Lender to identify the Borrower and Guarantor in accordance with the Act. THIS PROPOSAL IS NOT AND SHOULD NOT BE CONSTRUED AS A COMMITMENT BY THE BANK OR ANY AFFILIATE TO ENTER INTO ANY CREDIT ACCOMMODATION. 1/19/2017 6 EXHIBIT B Form of Loan Agreement EXHIBIT B LOAN AGREEMENT BETWEEN COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY AND TD BANK, N.A. Dated as of March 2, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS 1 SECTION 1.02. INTERPRETATION 4 SECTION 1.03. TITLES AND HEADINGS 5 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2017 NOTE SECTION 2.01. REPRESENTATIONS BY THE AGENCY 6 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BANK 6 SECTION 2.03. SERIES 2017 NOTE NOT TO BE INDEBTEDNESS OF THE AGENCY, COUNTY OR STATE 7 SECTION 2.04. SECURITY. 7 SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON-AD VALOREM REVENUES 7 SECTION 2.06. PAYMENT COVENANT 8 SECTION 2.07. NO IMPAIRMENT; RECEIPT OF INCREMENT TAX REVENUES 8 SECTION 2.08. ISSUANCE OF ADDITIONAL INDEBTEDNESS. 8 SECTION 2.09. DEBT SERVICE COVERAGE RATIO. 9 SECTION 2.10. DEBT SERVICE RESERVE FUND 9 SECTION 2.11. PROVISION OF FINANCIAL INFORMATION 10 ARTICLE III DESCRIPTION OF SERIES 2017 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2017 NOTE 11 SECTION 3.02. OPTIONAL PREPAYMENT 12 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2017 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE 13 ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT 14 SECTION 5.02. REMEDIES 14 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AGREEMENT 16 SECTION 6.02. COUNTERPARTS 16 SECTION 6.03. SEVERABILITY 16 SECTION 6.04. TERM OF AGREEMENT 16 SECTION 6.05. NOTICE OF CHANGES IN FACT 16 SECTION 6.06. NOTICES 16 SECTION 6.07. APPLICABLE LAW 17 SECTION 6.08. WAIVER OF JURY TRIAL 17 SECTION 6.09. INCORPORATION BY REFERENCE 17 EXHIBITS EXHIBIT A - FORM OF SERIES 2017 NOTE A-1 ii This LOAN AGREEMENT (the "Agreement") is made and entered into as of March 2, 2017, by and between the COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY, a community redevelopment agency duly organized and validly existing under the laws of the State of Florida, and its successors and assigns (the "Agency"), and TD BANK, N.A., a national banking association, and its successors and assigns (the "Bank"); WITNESSETH: WHEREAS, the Agency is authorized by provisions of the Chapter 163, Part III, Florida Statutes, 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 purposes of the Act and the welfare and economic prosperity of the residents of Collier County, Florida (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 Agency finds it necessary and in the best interests of the Agency to refinance the amounts outstanding under an existing loan agreement with Fifth Third Bank (the "Bank") dated as of on May 31, 2013, in order to establish a fixed interest rate and to extend the maturity of the indebtedness incurred thereunder (the "Prior Loan"); and WHEREAS, the Agency finds that refinancing the Prior Loan will serve a public purpose under the Act; and WHEREAS, the Bank is willing to make a term loan available to the Agency, and the Agency is willing to incur such loan pursuant to the terms and provisions of this Agreement in an aggregate principal amount of$5,293,293 to refinance the Prior Loan. 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: 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 163, Part III, Florida Statutes, Chapter 125, Florida Statutes, and other applicable provisions of law. "Agency" shall mean the Collier County Community Redevelopment Agency, a community redevelopment agency duly created and validly existing under the laws of the State of Florida. "Agency Debt" shall mean any indebtedness of the Agency secured by or payable from, in whole or in part, any portion of the Pledged Funds, including but not limited to the loan made hereunder. "Agreement" shall mean this Loan Agreement, dated as of March 2, 2017, by and between the Agency and the Bank and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Annual Audit" shall mean the annual audit of the County, which shall include financial activities and information regarding the Agency, prepared pursuant to the requirements of Section 2.11 hereof. "Annual Budget" shall mean the annual budget, which shall include financial activities and information regarding the Agency, prepared pursuant to the requirements of Section 2.11 hereof. "Annual Debt Service" shall mean the aggregate amount in the applicable Fiscal Year of principal and interest required to be paid on outstanding Agency Debt during such Fiscal Year. "Authorized Officer" shall mean the Chairman or her duly authorized designee. "Bank" shall mean TD Bank, N.A., and its successors and assigns. "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 offices of the Bank in the State of Florida are authorized or required to be closed. "Chairman" shall mean the Chairman of the Governing Body, or in her absence or unavailability, the Vice-Chairman of the Governing Body. "Community Redevelopment Area" shall mean the Bayshore/Gateway Triangle Redevelopment Area identified by the County pursuant to Resolution No. 2000-82, adopted on March 14, 2000, as it may be amended or supplemented from time to time. 2 "Community Redevelopment Trust Fund" shall mean the Community Redevelopment Trust Fund established by the County pursuant to Ordinance 2000-42, adopted on June 13, 2000, as it may be amended or supplemented from time to time. "County" shall mean Collier County, Florida, a political subdivision of the State of Florida. "Debt Service Coverage Ratio" shall mean, as of any date of calculation thereof, a fraction, the numerator of which is equal to: (a) the sum of actual Increment Tax Revenues, Non-Ad Valorem Revenues and Transfers In for a Fiscal Year based on the Annual Audit, less (b) Operating Expenses for such Fiscal Year based on the Annual Audit, and the denominator of which is the Annual Debt Service for such Fiscal Year. "Debt Service Reserve Fund" shall mean the fund created pursuant to Section 2.10 hereof. "Default Rate" shall mean the lesser of(a) the sum of the Prime Rate plus 6.00%, per annum and (b) the maximum lawful rate. "Final Maturity Date" shall mean March 1, 2027. "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. "Governing Body" shall mean the Board of County Commissioners of Collier County, Florida, acting in its capacity as the governing body of the Agency. "Increment Tax Revenues" shall mean all of the increment tax revenues that are derived within the Community Redevelopment Area and received by the Agency, all in accordance with Chapter 163, Part III, Florida Statutes, and Ordinance No. 2000-42 of the County, as it may be amended and supplemented from time to time. "Interest Payment Date" shall have the meaning ascribed thereto in Section 3.01(C) hereof. "Interest Rate" shall mean the fixed annual interest rate of 3.56%. "Maximum Annual Debt Service" shall mean the largest aggregate amount of the Annual Debt Service becoming due in any Fiscal Year in which the Series 2017 Note is outstanding hereunder. "Non-Ad Valorem Revenues" shall mean all revenues of the Agency derived from any source whatsoever other than the Increment Tax Revenues and other ad valorem taxation on real or personal property, which are legally available to make the payments required herein. 3 "Operating Expenses" shall mean those expenses of the Agency currently shown in the Annual Audit as "Current Expenditures", or such other term or terms subsequently used to describe such Expenses. "Pledged Funds" shall mean, collectively, (1) the Increment Tax Revenues, (2) such legally available Non-Ad Valorem Revenues of the Agency budgeted and appropriated pursuant to Section 2.05 hereof, and (3) amounts on deposit in the Debt Service Reserve Fund. "Prime Rate" shall mean the rate published from time to time in The Wall Street Journal as the "U.S. Prime Rate" or, in the event The Wall Street Journal ceases to be published, goes on strike, is otherwise not published or ceases publication of "Prime Rates," the base, reference or other rate then designated by the Bank, in its sole discretion, for general commercial loan reference. The Prime Rate is not necessarily the lowest or best rate of interest offered by the Bank to any borrower or class of borrowers. "Prior Loan" shall mean the loan from the Fifth Third Bank to the Agency evidenced by the outstanding Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2013. "Reserve Requirement" shall mean one-half(1/2) of the Maximum Annual Debt Service on the Series 2017 Note. "Resolution" shall mean the resolution adopted by the Agency on February 28, 2017, which among other things authorized the execution and delivery of this Loan Agreement and the issuance of the Series 2017 Note. "Secretary" shall mean Clerk of the Circuit Court of Collier County, Florida and Ex-Officio Clerk to the Board of Commissioners of Collier County, Florida, acting in his capacity as Secretary to the Agency, or his duly authorized designee. "Series 2017 Note" shall mean the Collier County Community Redevelopment Agency Taxable Note (TD Bank, N.A.), Series 2017 authorized by the Resolution and more particularly described in Article III hereof. "State" shall mean the State of Florida. "Transfers In" shall mean those transfers into the Agency's special revenue fund currently shown in the Annual Audit as "Other Financing Sources", or such other term or terms subsequently used to describe such transfers. 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 4 capitalized terms used in this Agreement not herein defined shall have the meaning ascribed to such terms in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. [Remainder of page intentionally left blank] 5 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2017 NOTE SECTION 2.01. REPRESENTATIONS BY THE AGENCY. The Agency represents, warrants and covenants that: (A) The Agency is a community redevelopment agency duly organized and validly existing under the laws of the State. Pursuant to the Resolution, the Agency has duly authorized the execution and delivery of this Agreement, the performance by the Agency of all of its obligations hereunder, and the issuance of the Series 2017 Note in the aggregate principal amount of$5,293,293. (B) The Agency has complied with all of the provisions of the Constitution and laws of the State, including the Act, and has full power and authority to enter into and consummate all transactions contemplated by this Agreement or under the Series 2017 Note, and to perform all of its obligations hereunder and under the Series 2017 Note and, to the best knowledge of the Agency, 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 Agency is a party or by which the Agency is bound. (C) The Agency is duly authorized and entitled to issue the Series 2017 Note and enter this Agreement and, when issued in accordance with the terms of the Resolution and this Agreement, the Series 2017 Note and the Agreement will each constitute legal, valid and binding obligations of the Agency enforceable in accordance with their 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 Agency, threatened against or affecting the Agency, at law or in equity, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the Agency to perform the Agency's obligations under this Agreement or under the Series 2017 Note. (E) As of the date hereof, no outstanding indebtedness of the Agency exists other than the Prior Loan and any interest accrued thereon. SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BANK. The Bank 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 not constitute a 6 violation of its charter, articles of association or bylaws. Pursuant to the terms and provisions of this Agreement, the Bank agrees to provide the loan evidenced by the Series 2017 Note to the Agency for the purpose of refinancing the Prior Loan. SECTION 2.03. SERIES 2017 NOTE NOT TO BE INDEBTEDNESS OF THE AGENCY, COUNTY OR STATE. The Series 2017 Note, when delivered by the Agency pursuant to the terms of this Agreement, shall not be or constitute an indebtedness of the Agency, 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 secured solely by and payable from the Pledged Funds, as herein provided. The Bank shall never have the right to compel the exercise of the ad valorem taxing power of the Agency or the County, or taxation in any form on any property therein to pay the Series 2017 Note or the interest thereon. The Series 2017 Note is a special and limited obligation payable as to principal and interest secured solely by and payable from the Pledged Funds. SECTION 2.04. SECURITY. The Series 2017 Note shall be secured by and payable from the Pledged Funds. The Agency does hereby irrevocably pledge and grant a lien on the Increment Tax Revenues and a pledge of the Pledged Funds to the payment of the principal of and interest on the Series 2017 Note in accordance with the provisions hereof. SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON- AD VALOREM REVENUES. To the extent the Increment Tax Revenues are insufficient to pay Annual Debt Service on the Series 2017 Note for any Fiscal Year, the Agency covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues in each Fiscal Year, amounts which shall be sufficient to pay the Annual Debt Service on the Series 2017 Note and/or to replenish the Debt Service Reserve Fund to the extent of any deficiency therein. Such covenant and agreement on the part of the Agency 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 and replenishments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the Agency, the Agency does not covenant to maintain any services or programs, now provided or maintained by the Agency, 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 Agency from pledging in the future its Non-Ad Valorem Revenues, nor does it require the Agency to levy and collect any particular Non-Ad Valorem Revenues. Such covenant to budget and 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 other debt instruments). 7 However, the covenant to budget and appropriate in its annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of debt service on the Series 2017 Note and the replenishment of the Debt Service Reserve Fund in the manner described herein and in the Resolution Non-Ad Valorem Revenues and placing on the Agency a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder. SECTION 2.06. PAYMENT COVENANT. The Agency covenants that it shall duly and punctually pay from the Pledged Funds the principal of and interest on the Series 2017 Note at the dates and place and in the manner provided herein and in the Series 2017 Note according to the true intent and meaning thereof and all other amounts due under this Agreement. SECTION 2.07. NO IMPAIRMENT; RECEIPT OF INCREMENT TAX REVENUES. The pledging of the Increment Tax Revenues in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution, agreement or other proceedings of the Agency or the County. The Agency covenants to do all things necessary or required on its part by the Act, or other applicable provisions of the law, to maintain the levy, collection and receipt of the Increment Tax Revenues. The Agency shall exercise all legally available remedies to enforce such levy, collection and receipt now or hereafter available under law. The Agency agrees not to cause or allow the boundaries of the Community Redevelopment Area to be decreased or the Agency to cease to exist without the prior written consent of the Bank. SECTION 2.08. ISSUANCE OF ADDITIONAL INDEBTEDNESS. No additional Agency Debt may be issued that is payable on a senior basis to the Series 2017 Note without the prior written consent of the Bank. No additional Agency Debt payable on parity with the Series 2017 Note shall be issued except upon the conditions and in the manner herein provided. No such parity Agency Debt shall be issued unless the following conditions are complied with: (A) The Secretary shall certify that the amount of Increment Tax Revenues plus Non-Ad Valorem Revenues plus Transfers In minus Operating Expenses for the Fiscal Year immediately preceding the issuance of said additional Agency Debt were equal to at least 150% of the Maximum Annual Debt Service of the Series 2017 Note, any other outstanding parity Agency Debt and the additional Agency Debt then proposed to be issued. (B) For the purpose of determining the Maximum Annual Debt Service under this Section 2.08, the interest rate on additional Agency Debt that is proposed to be issued as variable rate Agency Debt shall be deemed to be the Bond Buyer Revenue Bond Index most recently published prior to the sale date of such additional Agency Debt. 8 (C) For the purpose of determining the Maximum Annual Debt Service under this Section 2.08, the interest rate on outstanding variable rate Agency Debt shall be deemed to be (i) if such variable rate Agency Debt has been outstanding for at least 12 months prior to the date of sale of such additional Agency Debt, the highest of(a) the actual rate of interest borne by such variable rate Agency Debt on the date of sale, and (b) the average interest rate borne by such variable rate Agency Debt during the 12- month period preceding the date of sale, or (ii) if such variable rate Agency Debt has not been outstanding for at least 12 months prior to the date of sale of such variable rate Agency Debt, the higher of (a) the actual rate of interest borne by the variable rate Agency Debt on the date of sale, and (b) the Bond Buyer Revenue Bond Index most recently published prior to the sale of such variable rate Agency Debt. (D) In the event any additional Agency Debt is issued for the purpose of refunding any parity Agency Debt then outstanding, the conditions of Section 2.08(A) shall not apply, provided that the issuance of such additional Agency Debt shall result in a reduction of the Annual Debt Service in each year. SECTION 2.09. DEBT SERVICE COVERAGE RATIO. The Agency agrees to maintain a Debt Service Coverage Ratio of 1.15, so long as the Series 2017 Note is outstanding hereunder. SECTION 2.10. DEBT SERVICE RESERVE FUND. The Agency shall establish and maintain with the Bank so long as the Series 2017 Note is outstanding a separate fund to be known as the "Debt Service Reserve Fund — Series 2017 Note." Moneys on deposit in the Debt Service Reserve Fund shall be used only to pay the Annual Debt Service on the Series 2017 Note to the extent the other Pledged Funds are insufficient therefor. Except as otherwise provided in this Section 2.10, moneys in the Debt Service Reserve Fund are required to be maintained in an amount equal to the Reserve Requirement. The investments in the Debt Service Reserve Fund shall be valued at their market value annually as of September 30 of each Fiscal Year. If at the time of any valuation the amount on deposit in the Debt Service Reserve Fund is less than the Reserve Requirement as a result of a decline in the market value of investments in the Debt Service Reserve Fund, the Agency shall deposit to the Debt Service Reserve Fund from the Pledged Funds the amount necessary to restore the amount on deposit in the Debt Service Reserve Fund to the Reserve Requirement within 120 days following the date on which the Agency determines such deficiency. If the amount on deposit in the Debt Service Reserve Fund is less than the Reserve Requirement as a result of the Debt Service Reserve Fund having been drawn upon to pay any principal or interest on the Series 2017 Note, the Agency shall deposit in the Debt Service Reserve Fund the amount which was withdrawn within three (3) months. 9 SECTION 2.11. PROVISION OF FINANCIAL INFORMATION. The Agency will furnish to the Bank a copy of the Annual Audit, including financial information concerning the Agency, and all standard statements for a Comprehensive Annual Financial Report, prepared by a certified public accountant acceptable to the Bank, within 210 days of the close of each Fiscal Year, which report shall show the Increment Tax Revenues collected and Non-Ad Valorem Revenues for such Fiscal Year; provided, however, if such Annual Audit is not complete within 210 days of the close of any Fiscal Year, it will not be considered a breach of this covenant if the Agency shall furnish the Bank a copy of its unaudited financial statements for such Fiscal Year within 210 days of the close of the Fiscal Year. The Agency shall provide the Bank with a copy of the annual budget of the Agency each year within 30 days of the final adoption of such budget. The Agency shall also provide the Bank with the most recent taxable assessed value for the Community Redevelopment Area within 210 days of the close of each Fiscal Year. [Remainder of page intentionally left blank] 10 ARTICLE III DESCRIPTION OF SERIES 2017 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2017 NOTE. (A) The Agency hereby authorizes the issuance and delivery of the Series 2017 Note to the Bank which Note shall be in an amount equal to FIVE MILLION TWO HUNDRED NINETY- THREE THOUSAND TWO HUNDRED NINETY-THREE AND 00/100 DOLLARS ($5,293,293.00) and shall be designated as the "Collier County Community Redevelopment Agency Taxable Note (TD Bank, N.A.), Series 2017." The text of the Series 2017 Note shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable to reflect the particular terms of the Series 2017 Note. The provisions of the form of the Series 2017 Note are hereby incorporated in this Agreement. (B) The Series 2017 Note shall be dated the date of its delivery. The Series 2017 Note shall be executed in the name of the Agency by the manual signature of the Chairman and attested by the manual signature of the Secretary. In case any one or more of the officers, who shall have signed the Series 2017 Note, shall cease to be such officer of the Agency before the Series 2017 Note so signed shall have been actually delivered, such Series 2017 Note may nevertheless be delivered as herein provided and may be issued as if the person who signed such Series 2017 Note had not ceased to hold such office. (C) The Series 2017 Note shall bear interest from its date of issuance at the Interest Rate (calculated on the basis of a 360-day year consisting of twelve 30-day months). Interest on the Series 2017 Note shall be payable on the first day of each month, commencing April 1, 2017 (each an "Interest Payment Date") so long as any amount under the Series 2017 Note remains outstanding. Principal of the Series 2017 Note shall be payable on the first day of each month, commencing April 1, 2017 (each a "Principal Payment Date"), through and including the Final Maturity Date. The full outstanding principal balance of the Series 2017 Note shall become due and payable on the Final Maturity Date. The scheduled principal payments shall be set forth in the Series 2017 Note. (D) All payments of principal of and interest on the Series 2017 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 Bank by automated debit or in such other manner as the Agency and the Bank shall agree upon in writing. 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. 11 (E) The Agency agrees to pay any legal fees or out-of-pocket expenses of the Bank associated with the issuance of the Series 2017 Note, which fees and expenses shall not exceed $5,000.00. The Bank shall pay for all of its other costs relating to making and servicing the term loan. SECTION 3.02. OPTIONAL PREPAYMENT. The Series 2017 Note may be prepaid at any time prior to the Final Maturity Date, at the option of the Agency, from any moneys legally available therefor, upon notice as provided herein, in whole or in part at any time or from time to time, without a prepayment premium, by paying to the Bank all or a part of the principal amount of the Series 2017 Note to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Any prepayment shall be made on such date and in such principal amount as shall be specified by the Agency in a written notice provided to the Bank not less than ten (10) days prior thereto by first class mail. Notice having been given as aforesaid, the amount of principal of the Series 2017 Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the date of prepayment stated in such notice, together with interest accrued and unpaid to the date of prepayment on the principal amount then being paid. If on the date of prepayment moneys for the payment of the principal amount to be prepaid on the Series 2017 Note, together with interest to the date of prepayment on such principal amount shall have been paid to the Bank as above provided, then from and after the date of prepayment, interest on such prepaid principal amount of the Series 2017 Note shall cease to accrue. If said money shall not have been so paid on the date of prepayment, such principal amount of the Series 2017 Note shall continue to bear interest until payment thereof at the Interest Rate. Any partial prepayments shall be allocated to the principal payment schedule as directed by the Agency in its discretion. The Bank shall make appropriate notations in its records indicating the amount and date of any such prepayment and shall promptly transmit an acknowledgment to the Agency indicating the amount and date of such prepayment and the revised principal payment schedule. [Remainder of page intentionally left blank] 12 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2017 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE. (A) In connection with the issuance of the Series 2017 Note, the Bank shall not be obligated to purchase the Series 2017 Note pursuant to this Agreement unless at or prior to the issuance thereof the Agency delivers to the Bank the following items in form and substance acceptable to the Bank and Bond Counsel: (i) An opinion of Bond Counsel in form and substance to the effect that the Series 2017 Note has been duly authorized by the Agency and is an enforceable obligation in accordance with its terms (enforceability of it may be subject to standard bankruptcy exceptions and the like); and (ii) Such additional certificates, opinions, instruments and other documents as the Bank or Bond Counsel may deem necessary or appropriate. (B) The Agency shall apply the proceeds of the Series 2017 Note, together with other legally available moneys of the Agency, to pay the Prior Loan in full on the date of issuance of the Series 2017 Note. [Remainder of page intentionally left blank] 13 ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be deemed to have occurred under this Agreement if: (A) The Agency shall fail to make timely payment of principal or interest then due on the Series 2017 Note; (B) Any representation or warranty of the Agency contained in Article II of this Agreement or any certificate provided the Bank under Article IV shall prove to be untrue in any material respect; (C) Any covenant of the Agency contained in this Agreement shall be breached or violated for a period of sixty (60) days after the Agency's notice of such breach or violation, unless the Bank 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 Agency, or the filing by the Agency of a voluntary petition in bankruptcy, or the commission by the Agency of any act of bankruptcy, or adjudication of the Agency as a bankrupt, or assignment by the Agency for the benefit of its creditors, or appointment of a receiver for the Agency, or the entry by the Agency into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Agency 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) There is a final, non-appealable judgment rendered against the Agency in an amount exceeding $3,000,000 that is not covered by insurance of the Agency or the County. SECTION 5.02. REMEDIES. If any event of default shall have occurred and be continuing, the Bank or any trustee or receiver acting for the Bank 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 Agency or by any officer thereof. No remedy herein conferred upon or reserved to the Bank 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. Upon the occurrence of an Event of Default under Section 5.01(A) hereof that the Agency does not cure within fifteen (15) days, the Bank shall have the right to declare the 14 entire outstanding principal amount of the Series 2017 Note to be immediately due and payable. After the occurrence of an Event of Default under Section 5.01 hereof, the Series 2017 Note shall bear interest at the Default Rate until such Event of Default is cured. If any payment due to the Bank is more than fifteen (15) days overdue, the Agency shall pay to the Bank a late charge of six percent (6%) of the amount overdue. [Remainder of page intentionally left blank] 15 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AGREEMENT. This Agreement shall not be amended, changed or modified without the prior written consent of the Bank and the Agency. SECTION 6.02. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. SECTION 6.03. SEVERABILITY. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. SECTION 6.04. TERM OF AGREEMENT. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as the Series 2017 Note is outstanding. SECTION 6.05. NOTICE OF CHANGES IN FACT. Promptly after the Agency becomes aware of the same, the Agency will notify the Bank of(a) any change in any material fact or circumstance represented or warranted by the Agency in this Agreement or in connection with the issuance of the Series 2017 Note, and (b) any default or event which, with notice or lapse of time or both, could become a default under the Agreement, specifying in each case the nature thereof and what action the Agency has taken, is taking and/or proposed to take with respect thereto. SECTION 6.06. NOTICES. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or certified mail, postage prepaid, to Collier County Community Redevelopment Agency, Bayshore/Gateway Triangle Community Redevelopment Area, 3570 Bayshore Drive, Unit 102, Naples, Florida 34112, Attention: Chairman and the Secretary, with a copy to County Manager, Collier County Government Complex, 3301 East Tamiami Trail, Building F, Naples, Florida 34112, and to the Bank, TD Bank, N.A., 255 Alhambra Circle, 2nd Floor, Coral Gables, FL 33134, Attention: Delle Joseph, 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. 16 SECTION 6.07. APPLICABLE LAW. The substantive laws of the State of Florida shall govern this Agreement. SECTION 6.08. WAIVER OF JURY TRIAL. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceedings relating to this Agreement. SECTION 6.09. 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By: Donna Fiala, Chairman ATTEST: By: Secretary APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Legal Counsel TD BANK, N.A. By: Title: Senior Vice President 17 EXHIBIT A FORM OF SERIES 2017 NOTE UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY TAXABLE NOTE (TD BANK, N.A.), SERIES 2017 Interest Final Rate Date of Issuance Maturity Date 3.56% March 2, 2017 March 1, 2027 COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY, FLORIDA (the "Agency"), for value received, hereby promises to pay, solely from the Pledged Funds described in the within mentioned Agreement, to the order of TD Bank, N.A., or its successors or assigns (the "Bank"), the principal sum of FIVE MILLION TWO HUNDRED NINETY-THREE THOUSAND TWO HUNDRED NINETY-THREE AND 00/100 DOLLARS ($5,293,293.00) pursuant to that certain Loan Agreement by and between the Bank and the Agency, dated as of March 2, 2017 (the "Agreement"), and to pay interest on 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 (as defined in the Agreement), on the first day of each month, commencing April 1, 2017 (each an "Interest Payment Date"), so long as any amount under this Note remains outstanding; provided, however, if such Interest Payment Date is not a Business Day (as defined in the Agreement), then such payment shall be due and payable on the next succeeding Business Day. Principal of this Note shall be payable on the first day of each month, commencing April 1, 2017, in the amounts set forth on Appendix I attached hereto through the Final Maturity Date set forth above. The full outstanding principal balance of this Note shall become due and payable on the Final Maturity Date. 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 163, Part III, Florida Statutes, Chapter 125, Florida Statutes, and other applicable provisions of law, a resolution duly adopted by the Agency on February 28, 2017 (the "Resolution"), as such Resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of the Resolution and the Agreement. Any term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Agreement. A-1 This Note is being issued to refinance the amount outstanding under an existing loan agreement, as described in the Agreement. This Note shall be secured by and payable from the Pledged Funds as described and provided for in the Agreement. The Agency has irrevocably pledged the Pledged Funds to the payment of the principal of and interest on this Note in accordance with the provisions of the Agreement. This Note shall bear interest at the Interest Rate identified above on the basis of a 360-day year consisting of twelve 30-day months. 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 Agency hereon shall apply first to accrued interest, and then to the principal amount then due on this Note. The Agency may prepay this Note as a whole or in part, at any time or from time to time, by paying to the Bank all or part of the outstanding principal amount thereof, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, without prepayment premium. Each prepayment of the Note shall be made on such date and in such principal amount as shall be specified by the Agency in a written notice delivered to the Bank not less than ten (10) days prior thereto, all in accordance with the provisions of the Agreement. All of the prepayment provisions contained in Section 3.02 of the Agreement shall apply with respect to this Note. This Note, when delivered by the Agency pursuant to the terms of the Agreement and the Resolution, shall not be or constitute an indebtedness of the Agency, Collier County or of the State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Pledged Funds, as provided in the Agreement and the Resolution. The Bank shall never have the right to compel the exercise of the ad valorem taxing power of the Agency or the State, or taxation in any form of any property therein to pay the Note or the interest thereon. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Note have happened, exist and have been performed as so required. IN WITNESS WHEREOF, the Agency caused this Note to be signed by the manual signature of the Chairman of its Governing Body and attested by the manual A-2 signature of the Secretary to the Agency, and this Note to be dated the Date of Issuance set forth above. COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By: Donna Fiala, Chairman ATTEST: By: Secretary APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Legal Counsel A-3 APPENDIX I PRINCIPAL REPAYMENT SCHEDULE Date Principal Amount Date Principal Amount Date Principal Amount 04/01/2017 $35,574 08/01/2020 $41,426 12/01/2023 $46,637 05/01/2017 36,906 09/01/2020 41,549 01/01/2024 46,776 06/01/2017 37,016 10/01/2020 41,672 02/01/2024 46,914 07/01/2017 37,126 11/01/2020 41,796 03/01/2024 47,054 08/01/2017 37,236 12/01/2020 41,920 04/01/2024 47,193 09/01/2017 37,346 01/01/2021 42,044 05/01/2024 47,333 10/01/2017 37,457 02/01/2021 42,169 06/01/2024 47,474 11/01/2017 37,568 03/01/2021 42,294 07/01/2024 47,615 12/01/2017 37,680 04/01/2021 42,420 08/01/2024 47,756 01/01/2018 37,791 05/01/2021 42,545 09/01/2024 47,897 02/01/2018 37,903 06/01/2021 42,672 10/01/2024 48,040 03/01/2018 38,016 07/01/2021 42,798 11/01/2024 48,182 04/01/2018 38,129 08/01/2021 42,925 12/01/2024 48,325 05/01/2018 38,242 09/01/2021 43,053 01/01/2025 48,468 06/01/2018 38,355 10/01/2021 43,180 02/01/2025 48,612 07/01/2018 38,469 11/01/2021 43,308 03/01/2025 48,756 08/01/2018 38,583 12/01/2021 43,437 04/01/2025 48,901 09/01/2018 38,698 01/01/2022 43,566 05/01/2025 49,046 10/01/2018 38,812 02/01/2022 43,695 06/01/2025 49,192 11/01/2018 38,928 03/01/2022 43,825 07/01/2025 49,338 12/01/2018 39,043 04/01/2022 43,955 08/01/2025 49,484 01/01/2019 39,159 05/01/2022 44,085 09/01/2025 49,631 02/01/2019 39,275 06/01/2022 44,216 10/01/2025 49,778 03/01/2019 39,392 07/01/2022 44,347 11/01/2025 49,926 04/01/2019 39,508 08/01/2022 44,478 12/01/2025 50,074 05/01/2019 39,626 09/01/2022 44,610 01/01/2026 50,222 06/01/2019 39,743 10/01/2022 44,743 02/01/2026 50,371 07/01/2019 39,861 11/01/2022 44,876 03/01/2026 50,521 08/01/2019 39,979 12/01/2022 45,009 04/01/2026 50,671 09/01/2019 40,098 01/01/2023 45,142 05/01/2026 50,821 10/01/2019 40,217 02/01/2023 45,276 06/01/2026 50,972 11/01/2019 40,336 03/01/2023 45,410 07/01/2026 51,123 12/01/2019 40,456 04/01/2023 45,545 08/01/2026 51,275 01/01/2020 40,576 05/01/2023 45,680 09/01/2026 51,427 02/01/2020 40,696 06/01/2023 45,816 10/01/2026 51,579 03/01/2020 40,817 07/01/2023 45,952 11/01/2026 51,732 04/01/2020 40,938 08/01/2023 46,088 12/01/2026 51,886 05/01/2020 41,060 09/01/2023 46,225 01/01/2027 52,040 06/01/2020 41,181 10/01/2023 46,362 02/01/2027 52,194 07/01/2020 41,304 11/01/2023 46,499 03/01/2027 52,349 A-I-1