Loading...
Resolution 2019-141 RESOLUTION NO. 2019-141 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA ACCEPTING THE PROPOSAL OF TD BANK, N.A. TO PROVIDE THE COUNTY WITH A TERM LOAN IN ORDER TO FINANCE THE ACQUISITION OF CERTAIN REAL PROPERTY; APPROVING THE FORM OF A LOAN AGREEMENT; AUTHORIZING THE ISSUANCE OF THE COLLIER COUNTY, FLORIDA TAXABLE SPECIAL OBLIGATION REVENUE NOTE, SERIES 2019, PURSUANT TO SUCH LOAN AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $29,000,000 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 2019 NO 1'B 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 of Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners of the Collier County, Florida and such other person as may be duly authorized to act on her or his behalf, including any Deputy Clerk. "County" or "Issuer" shall mean Collier County, Florida. "County Manager" shall mean the County Manager of the Issuer or, in his or her absence or unavailability, any Assistant County Manager or a designee of the County Manager. "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 TD Bank, N.A., and its successors and assigns. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by a supplemental resolution. "Series 2019 Note" shall mean Collier County, Florida Taxable Special Obligation Revenue Note, Series 2019, as such Series 2019 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 Issuer has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the Act and to carry out and effectuate the plan and purpose of the Act, and that the powers of the Issuer herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the Issuer. 2 SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Series 2019 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) It is in the best interest of the County and constitutes a paramount public purpose to acquire the real property known as the Golden Gate Golf Course (the "Property") located on approximately 165 acres near the intersection of Collier Boulevard and Golden Gate Parkway in order to provide for the development and use of such property, which development and use may include public and/or private use. (B) The County has been advised by its Financial Advisor that the most efficient and cost-effective method of financing the acquisition of the Property is through the issuance of the Series 2019 Note pursuant to the Loan Agreement. (C) The County's Financial Advisor solicited proposals from various financial institutions to provide a loan to finance the acquisition of the Property. (D) The Noteholder submitted its proposal to provide the County with a term loan to finance the acquisition of the Property, which proposal was the most favorable proposal received by the County and is attached hereto as Exhibit A. (E) The Series 2019 Note shall be repaid solely from the Non-Ad Valorem Revenues in the manner and to the extent set forth herein and in the Loan Agreement and the ad valorem taxing power of the County will never be necessary or authorized to pay said amounts. (F) Due to the potential volatility of the market for tax-exempt obligations such as the Series 2019 Note and the complexity of the transactions relating to such Series 2019 Note, it is in the best interest of the County to issue the Series 2019 Note by a negotiated sale to the Noteholder, allowing the County to sell and issue the Series 2019 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 2019 Note. SECTION 5. AUTHORIZATION OF THE ACQUISITION OF THE PROPERTY. The acquisition of the Property and the financing thereof with proceeds of the Series 2019 Note is hereby authorized. 3 SECTION 6. ACCEPTANCE OF PROPOSAL. The County hereby accepts the proposal of the Noteholder to provide the County with a term loan to finance the acquisition of the Property, a copy of which proposal is attached hereto as Exhibit A. The County Manager is hereby authorized to execute and deliver any documents required to formally accept such proposal and the terms thereof. All actions taken by such officers or their designees and the Financial Advisor with respect to such proposal prior to the date hereof are hereby authorized and ratified. To the extent of any conflict between the provisions of this Resolution or the Loan Agreement and the proposal, the provisions of this Resolution and the Loan Agreement shall prevail. SECTION 7. APPROVAL OF FORM OF LOAN AGREEMENT AND SERIES 2019 NOTE. The County hereby approves a term loan from the Noteholder in the principal amount of not to exceed $29,000,000. 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 2019 Note. The Chairman and the Clerk are authorized to execute and deliver the Series 2019 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 S. LIMITED OBLIGATION. The obligation of the County to repay the Series 2019 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 2019 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; and the County Attorney and other employees or agents of the County are hereby authorized and directed to do all acts and things required hereby or thereby as may be necessary for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. 4 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 9th day of July, 2019. COLLIER r I ' ORIDA op (SEAL) e. it VI C Erman, Board of County Commissioners ATTESTED: 1 lrsd l Cryst., K. Kinze , Clerk Appro ed,. to Form and Le_alit : 401g County A tt 1 5 EXHIBIT A TD Bank, N.A. Proposal TD Bank,N.A. Florida Middle Market Banking Group el Bank Tel: annI 7.1598 g@td. JIm.Nanning�td.com Arn.rlu's Most Conveni.nt Bank° June 17,2019 Mr. Mark Isackson Mr. Sergio Masvidal Mr. Pete Verona Director Managing Director Senior Managing Consultant Financial&Management Services PFM Financial Advisors LLC PFM Financial Advisors LLC Collier County, Florida RE: Request for Quote for Non-Bank Qualified Taxable Bank Loan Dear Mr. Isackson: In response to the Request for Quote for Collier County, Florida("Borrower"and/or"County"),TD Bank, N.A. (the"Bank")is pleased to submit the following proposal. The structure of the proposed Credit Accommodation 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 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. Further, we expressly advise you that TD Bank, N.A. has not approved the Credit Accommodation. The Bank shall not be liable to the Borrower or any other person for any losses, damages or consequential damages which may result from the Borrower's reliance upon this proposal letter, the proposed Credit Accommodation,the proposed term sheet or any transaction contemplated hereby. The Bank's Loan Proposal is subject to receipt by the County prior to 1:00 p.m. (est)on June 12,2019 and is contingent upon a Loan Closing with mutually acceptable documents between the County and Bank on or before July 11,2019, unless otherwise negotiated between the Parties. This letter, including the terms contained within the proposed Credit Accommodation, is delivered to you on the condition that its existence and its contents will not be disclosed without our prior written approval,except (i)as may be required to be disclosed in any legal proceeding or(ii)as may otherwise be required by law and on a confidential and"need to know"basis,to your directors, officers,employees, advisors and agents. We appreciate this opportunity and are delighted to provide this Proposal. We look forward to working with you to successfully complete this transaction. My contact information is noted above. Very truly yours, TD BANK N.A. ! • 0 0 Jame- ' . Han ing , Direc o Florid: Middle Market Banking Group 1 Internal I TD Bank, N.A. TERMS AND CONDITIONS OF CREDIT ACCOMMODATION DATED June 17, 2019 ('Loans') 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: Collier County, Florida(the"County") b) Facility: Non-Bank Qualified Taxable Term Loan(the"Series 2019 Note") c) Purpose: To fund land acquisition for the County for public, not-for-profit or private use and pay the related costs of issuance. d) Amount: Not to exceed$29,000,000 e) Security: The 2019 Note will be secured by a covenant of the County to budget and appropriate sufficient Non-Ad Valorem Revenues. f) Settlement Estimated July 11,2019 Date: g) Maturity: Option A: October 1, 2031 Option B: October 1,2029 (h) Repayment Interest on the Series 2019 Note will be calculated on a 30/360-day basis Terms: and will be paid semi-annually (April 1 and October 1), commencing on October 1, 2019. Principal on the Series 2019 Note will be paid annually (October 1), commencing on October 1, 2022, through final maturity based upon the respective Maturity Date Option selected above. See attached Amortization Schedules included in Exhibit A of this proposal. i) Interest Rate: Option A(12 Years):The indicative taxable fixed rate of interest is 2.80%. This rate will be held until a closing date no later than July 11, 2019, so long as the Bank receives notification that it will be recommended Lender on or before June 19,2019. In the event that Lender recommendation and/or Closing dates go beyond those dates noted above,the fixed interest rate for Option A will be determined by adding 68 basis points to the 10-year LIBOR swap rate. 2 Internal Option B(10 Years):The indicative taxable fixed rate of interest is 2.74%.This rate will be held until a closing date no later than July 11, 2019, so long as the Bank receives notification that it will be recommended Lender on or before June 19, 2019. In the event that Lender recommendation and/or Closing dates go beyond those dates noted above, the fixed interest rate for Option B will be determined by adding 62 basis points to the 10-year LIBOR swap rate. Yield Maintenance Provision:At the time of any full or partial prepayment A"Yield Maintenance Fee" in an amount computed as follows shall apply: The Term Loan may be prepaid on any Business Day in whole or in part upon thirty(30)days prior written notice to the Bank. In the event of any prepayment of this Note,whether by voluntary prepayment, acceleration or otherwise, the Borrower shall, at the option of the Bank, pay a"fixed rate prepayment charge"a"Yield Maintenance Fee"in an amount 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"Stated Interest Rate". 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 amount being prepaid times the number of days in the "Remaining Term"and divided by 360. The resulting amount is the "fixed prepayment charge"due to the Bank upon prepayment of the principal of this Loan plus any accrued interest due as of the prepayment date and is expressed in the following calculation: Yield Maintenance Fee =[Amount Being Prepaid x(Stated Interest Rate- Current Cost of Funds) x Days in the Remaining TermI360 days] + any accrued interest due"Remaining Term." "Remaining Term" as used herein shall mean the remaining term of the Term Loan. Borrower can elect to have "No Prepayment"penalty associated with the Term Loan by adding a premium of 42 basis points to the quoted Loan Rates above. Partial prepayments shall be applied in inverse order of maturity, treating scheduled amortization installments as maturities. 3 Internal j) Default Rate of Interest: The'default rate of interest' shall be six(6)percentage points in excess of the Prime Rate as quoted in the Wall Street Journal. 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)Payment default. 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. 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 Bank and the Bank's counsel. The Borrower agrees to pay all legal fees and expenses of the Bank associated with the review and closing of this transaction,which costs may be paid with proceeds of the Loan with a maximum fee not to exceed$8,500. Bank's counsel shall be the following: Michael Wiener Holland&Knight LLP 2115 Harden Blvd. Lakeland,FL 33803 (863)499-5362 3. Financial Reporting: a) Borrower(s)shall furnish the following financial reports: Type of Report(s) Frequency Due Date Audited Financial Statements Annually Within 210 days after the end of the County's fiscal year Annual Budget Annually Within 30 days after its adoption The Bank reserves the right to request reasonable additional financial information to supplement or verify certain financial assumptions or verify the creditworthiness of the Borrower. 4. Legal Opinion: Prior to closing,there shall be delivered to the Bank:(A)an opinion of Bond 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) the loan and loan documents are exempt from registration and qualification under the Securities Act of 1933 and Trust Indenture Act of 1939, and (5) the interest on the Series 2019 Notes is excludable from the gross income of the Bank. (B) An opinion of counsel to the Borrower in form and substance satisfactory to the Bank. 4 Internal 5. Financial Covenants: All standard covenants and provisions shall be applicable to the Loan, including but not limited to: Anti Dilution Requirements: At all times the Series 2019 Note is outstanding,the County agrees and covenants that: • Non-Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Series 2019 Note and Maximum Annual Debt Service on Debt(as further defined in the Resolution)at a minimum of 1.5x;and • Maximum Annual Debt Service on the Series 2019 Note and Maximum Annual Debt Service for all Debt(as further defined in the Resolution)will not exceed 20%of the aggregate of(i) General Fund revenues(ii)Municipal Services Taxing District Fund("MSTD")revenues and(iii) 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 2019 Note or Debt. 6.Other Conditions: a) No Material Adverse Change to the Borrower. b) County to maintain minimum Public Debt Rating of BBB or better based on CBA or similarly secured debt. c) In the event that future CBA indebtedness provides Lenders/Bondholders with Acceleration Rights and/or more restrictive Anti-Dilution covenants than those in the current Resolution, the borrower shall provide the Lender with a copy of each such agreement and such Acceleration Rights and/or Anti-Dilution covenants shall be deemed to be incorporated by reference and apply to the Resolution and, upon the request of the Lender, the Borrower shall promptly enter into an amendment to the Resolution to incorporate therein and make a part hereof such Acceleration Rights and/or more restrictive Anti-Dilution covenants. d) All standard rights and remedies in the event of default,except for Acceleration Rights. e) Periodic loan payments should be settled through auto debit. f) 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. g) 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. h) 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. i) Patriot Act Notice. Lender is subject to the requirements of the 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 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 name 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. 5 Internal Exhibit A: Amortization Schedules Option A: 12 Year Facility 1011/2020 - 10/1/2026 $3,690,000 10/1/2021 - 10/1/2027 $3,820,000 _ 10/1/2022 $1,220,000 10/1/2028 $3,945,000 10/1/2023 $1,270,000 . 10/1/2029 $4,065,000 - 10/1/2024 $1,235,000 10/1/2030 $4,090,000 10/1/2025 525,000 10/1/2031 _ $4,225,000 Option B: 10 Year Facility 10/1/2020 - 10/1/2025 $1,550,000 10/1/2021 - 10/1/2026 $4,745,000 1011/2022 $2,160,000 10/1/2027 $4,900,000 10/1/2023 _ $2,235,000 10/1/2028 $5,060,000 1011/2024 _ $2,230,000 10/1/2029 $5,025,000 6 Internal EXHIBIT B Fonni of Loan Agreement LOAN AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND TD BANK, N.A. DATED JULY 18, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS 2 SECTION 1.02. INTERPRETATION 5 SECTION 1.03. TITLES AND HEADINGS 5 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2019 NOTE SECTION 2.01. REPRESENTATIONS BY THE COUNTY 6 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER 7 SECTION 2.03. SERIES 2019 NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE 7 SECTION 2.04. COVENANT TO BUDGET AND APPROPRIA I'L NON-AD VALOREM REVENUES 7 SECTION 2.05. PAYMENT COVENANT 8 SECTION 2.06. ANTI-DILUTION 8 ARTICLE III DESCRIPTION OF SERIES 2019 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2019 NO I'L. 10 SECTION 3.02. OPTIONAL PREPAYMENT. 11 SECTION 3.03. ADJUSTMENT TO INTEREST RATES 12 SECTION 3.04. TRANSFER AND ASSIGNMENT. 12 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2019 NO IE SECTION 4.01. CONDITIONS FOR ISSUANCE 12 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. NO THIRD-PARTY BENEFICIARIES 17 SECTION 6.08. APPLICABLE LAW 17 SECTION 6.09. WAIVER OF JURY TRIAL 17 SECTION 6.10. INCORPORATION BY REFERENCE 17 EXHIBIT A - FORM OF SERIES 2019 NOTE ii This LOAN AGREEMENT(this "Agreement")is made and entered into as of July 18, 2019, by and between COLLIER COUNTY, FLORIDA, a political subdivision under the laws of the State of Florida (the "County"), and TD BANK, N.A., a banking corporation 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 fmance and refmance the acquisition, construction, equipping and maintenance of such capital improvements and public facilities; and WHEREAS, it is in the best interest of the County and constitutes a paramount public purpose to acquire the real property known as the Golden Gate Golf Course (the "Property") located on approximately 165 acres near the intersection of Collier Boulevard and Golden Gate Parkway in order to provide for the development and use of such property, which development and use may include public and/or private use; and WHEREAS, the fmancial 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 fmance the acquisition of the Property; and WHEREAS, the proposal submitted by TD Bank, N.A. (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 fmance the acquisition of the Property. 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 125,Florida Statutes, and other applicable provisions of law. "Agreement" shall mean this Loan Agreement, dated July 18, 2019, 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 of Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners of the Collier County, Florida and such other person as may be duly authorized to act on her or his behalf, including any Deputy Clerk. "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. "County" shall mean Collier County,Florida. 2 "County Manager" shall mean the County Manager of the County or, in his or her absence or unavailability, any Assistant County Manager or a designee of the County Manager. "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 lesser of(A) the prime rate as quoted in the Wall Street Journal, plus 600 basis points (6.00%) per annum, or (B) the maximum rate allowable under applicable law. "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 (1) the County agrees to pay to the Counterparty an amount, either at one time or periodically,which may,but is not required to,be determined 3 by reference to the amount of interest(which may be at a fixed or variable rate)payable on debt(or a notional amount)specified in such agreement during the period specified in such agreement and (2) the Counterparty agrees to pay to the County an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate)payable on debt(or a notional amount) specified in such agreement during the period specified in such agreement. "Hedge Payments" shall mean any amounts payable by the County on the debt or the related notional amount under a Qualified Hedge Agreement; excluding,however, 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 2.74% 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 2019 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 TD Bank,N.A., 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. 4 "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. "Resolution" shall mean Resolution No. adopted by the County on July 9, 2019, which, among other things, authorized the execution and delivery of this Loan Agreement and the issuance of the Series 2019 Note. "Series 2019 Note" shall mean the Collier County, Florida Taxable Special Obligation Revenue Note, Series 2019, 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. "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] 5 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2019 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 2019 Note in the principal amount of$ (b) The County has complied with all of the provisions of the Constitution and laws of the State, including the Act, and has full power and authority to enter into and consummate all transactions contemplated by this Agreement or under the Series 2019 Note, and to perform all of its obligations hereunder and under the Series 2019 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 2019 Note and enter this Agreement and, when executed and delivered, the Series 2019 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 2019 Note, or which would have a material adverse effect on the County (financial or otherwise). (e) The County will furnish to the Noteholder within 210 days after the close of each Fiscal Year a copy of the annual audited financial statements of the County,prepared by a certified public accountant. The County shall also provide the Noteholder with a copy of the annual budget of the County each year and any material amendments thereto within 30 days of the fmal adoption of such budget or amendment. With reasonable promptness the County shall provide such other data and information as may be reasonably requested by the Noteholder from time to time. 6 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS 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 2019 Note for the purpose of financing the County's acquisition of the Property and paying costs relating to the issuance of the Series 2019 Note. SECTION 2.03. SERIES 2019 NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE. The Series 2019 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 2019 Note or the interest thereon. The Series 2019 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. The County covenants and agrees to budget and appropriate in its annual budget for each Fiscal Year in which any amounts due hereunder or with respect to the Series 2019 Note remain unpaid or outstanding, by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2019 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 2019 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 7 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 2019 Note at the dates and place and in the manner provided herein and in the Series 2019 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 2019 Note is outstanding hereunder or any amounts due hereunder or with respect to the Series 2019 Note remain unpaid or outstanding, the County agrees and covenants with the Noteholder that (1)Non-Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Series 2019 Note and maximum annual debt service on Debt by at least 1.5x; and (2) projected Maximum Annual Debt Service on the Series 2019 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 2019 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 2019 Note and maximum annual debt service on Debt shall be done on an aggregate basis whereby the annual debt service for each is combined and the overall maximum is determined. For the purposes of the covenants contained in this Section 2.06, 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" 8 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. [Remainder of page intentionally left blank] 9 ARTICLE HI DESCRIPTION OF SERIES 2019 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2019 NOTE. (a) The County hereby authorizes the issuance and delivery of the Series 2019 Note to the Noteholder which Series 2019 Note shall be in an amount equal to AND 00/100 DOLLARS ($ ) and shall be designated as the "Collier County, Florida Taxable Special Obligation Revenue Note, Series 2019." The text of the Series 2019 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 2019 Note. The provisions of the form of the Series 2019 Note are hereby incorporated in this Agreement. (b) The Series 2019 Note shall be dated the date of its delivery. The Series 2019 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 2019 Note, shall cease to be such officer of the County before the Series 2019 Note so signed and sealed shall have been actually delivered, such Series 2019 Note may nevertheless be delivered as herein provided and may be issued as if the person who signed or sealed such Series 2019 Note had not ceased to hold such office. (c) The Series 2019 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 2019 Note shall be payable semi-annually on October 1 and April 1 of each year, commencing October 1, 2019 (each an "Interest Payment Date") so long as any amount under the Series 2019 Note remains outstanding. Principal of the Series 2019 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 aggregate annual principal and interest payments shall be set forth in the Series 2019 Note. (d) The Series 2019 Note shall be payable as to principal and interest by automatic debit, or in such other manner as is agreed to between the County and the Noteholder, to the Noteholder in whose name the Series 2019 Note shall be registered on the registration books maintained by the County as of the close of business on the fifteenth day (whether or not a Business Day) of the calendar month next preceding an Interest Payment Date or Principal Payment Date; provided, that the Noteholder shall be required to present and surrender the Series 2019 Note to the County only for the final payment of the principal of the Series 2019 Note or shall otherwise provide evidence that such Series 2019 Note has been fully paid and cancelled. Principal of and interest on the Series 2019 Note shall be payable in any coin or currency of the United States of America,which at the 10 time of payment, is legal tender for the payment of public and private debts. The County shall maintain books and records with respect to the identity of the Noteholders, including a complete and accurate record of all assignments of this Agreement and the Series 2019 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 2019 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. (a)The Series 2019 Note may be prepaid in whole or in part on any Business Day at a price equal to 100%of the principal amount of the Series 2019 Note to be prepaid plus accrued interest thereon to the date of prepayment, plus the payment of the Fixed Rate Prepayment Charge as determined by the Noteholder and described in this Section 3.02. The Fixed Rate Prepayment Charge shall be payable to the Noteholder and shall be computed as follows: The Fixed Rate Prepayment Charge shall be based on 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 ("Cost of Funds") subtracted from the stated interest rate on the Series 2019 Note ("Stated Interest Rate"). If the result is zero or a negative number, there shall be no Fixed Rate Prepayment Charge due and payable. If the result is a positive number, then the resulting percentage shall be multiplied by the amount being prepaid times the number of days in the Remaining Term (as defined below) and divided by 360. The resulting amount is the "Fixed Rate Prepayment Charge" due to the Noteholder upon prepayment of all or a portion of the principal of the Series 2019 Note, plus any accrued interest due as of the prepayment date and is expressed in the following calculation: "Fixed Rate Prepayment Charge" = Principal Amount Being Prepaid times (Stated Interest Rate - Cost of Funds)times days in the Remaining Term/360 days. "Remaining Term" as used herein shall mean the remaining term of the Series 2019 Note. (b) Any prepayment of the Series 2019 Note shall be made on such Business Day as shall be specified by the County in a notice delivered to the Noteholder not less than thirty (30) days prior thereto specifying the principal amount of the Series 2019 Note to be prepaid and the date that shall be the date of such prepayment. Notice having been given as aforesaid, the amount of the outstanding principal of the Series 2019 Note to be prepaid 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 plus the Fixed Rate Prepayment Charge, if any. If on the date of prepayment moneys for the payment of the principal amount to be prepaid on the Series 11 2019 Note, together with interest to the date of prepayment on such principal amount plus the Fixed Rate Prepayment Charge, if any, shall have been paid to the Noteholder as above provided, then from and after the date of prepayment, interest on such prepaid principal amount of the Series 2019 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 2019 Note shall continue to bear interest until payment thereof at the then applicable Interest Rate. Any such failure to pay the prepayment price shall not constitute an Event of Default hereunder. Any prepayment in part shall be applied to the remaining principal payments in inverse order unless otherwise agreed to between the County and the Noteholder. SECTION 3.03. ADJUSTMENT TO INTEREST RATES. Upon the occurrence and continuance of an Event of Default pursuant to Section 5.01 hereof, the Noteholder may adjust the Interest Rate to the Default Rate which shall be effective until such Event of Default has been cured. SECTION 3.04. TRANSFER AND ASSIGNMENT. The Noteholder's right, title and interest in and to the Series 2019 Note and any amounts payable by the County thereunder may be assigned and reassigned in whole only 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 their affiliate, provided that any such entity is purchasing the Series 2019 Note for its own account with no present intention to resell or distribute the Series 2019 Note, subject to each investor's right at any time to dispose of the Series 2019 Note as it determines to be in its best interests or (c) a qualified institutional buyer. The Noteholder shall notify the County of any such assignment on or prior to the effective date of such assignment. If the Noteholder notifies the County of its intent to assign and sell its right,title and interest in and to the Series 2019 Note as herein provided,the County agrees that, if so requested, it shall execute and deliver to the assignee Noteholder, a Series 2019 Note in the principal amount so assigned, registered in the name of the assignee Noteholder, executed and delivered by the County in the same manner as provided herein and with an appendix attached thereto setting forth the amounts to be paid on each Principal Payment Date with respect to such Series 2019 Note. Nothing contained in this Section 3.04 shall be interpreted to prohibit the Noteholder from selling participations in the Series 2019 Note to any investors meeting the conditions set forth in the immediately preceding paragraph. ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2019 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE. In connection with the issuance of the Series 2019 Note, the Noteholder shall not be obligated to purchase the Series 2019 Note pursuant to this Agreement unless at or prior to the issuance thereof the 12 County delivers to the Noteholder the following items in form and substance acceptable to the Noteholder: (a) An opinion of Bond Counsel addressed to the Noteholder (or addressed to the County with a reliance letter addressed to the Noteholder including an opinion that the Series 2019 Note is not subject to registration under the Securities Act of 1933 and this Agreement is exempt from qualification under the Trust Indenture Act of 1939) in form and substance to the effect that this Agreement and the Series 2019 Note have been duly authorized, executed and delivered by the County and each is a valid, binding and enforceable obligation against the County in accordance with its terms (enforceability of it may be subject to standard bankruptcy exceptions and the like); (b) an opinion of Counsel to the County in form and substance satisfactory to the Noteholder; and (c) Such additional certificates, instruments and other documents as the Noteholder, Bond Counsel, or the County Attorney may deem necessary or appropriate. [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 County shall fail to make timely payment of principal or interest when due with respect to the Series 2019 Note; (b) Any representation or warranty of the County contained in Article II of this Agreement shall prove to be untrue in any material respect when made; (c) Any covenant of the County contained in this Agreement shall be breached or violated for a period of thirty(30)days from the earlier of(a)when the County receives notice from the Noteholder of such breach or violation or(b) when the County was aware of such event and was required herein to notify the Noteholder pursuant to Section 6.05 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) All of the credit ratings on any of the County's bonds that are secured by a covenant to budget and appropriate Non-Ad Valorem Revenues similar to the covenant of the County set forth in Section 2.04 hereof fall below "BBB" (or equivalent rating). Notwithstanding the foregoing, the County shall not be required to maintain any credit ratings on such bonds, nor shall it be required to maintain a credit rating by each of the Rating Agencies if a series of bonds is then rated by any Rating Agency and it shall not be considered an Event of Default if the County does not maintain any such credit ratings so long as such rating was not withdrawn or suspended, in either case, for credit reasons. SECTION 5.02. REMEDIES. If any event of default shall have occurred and be continuing, the Noteholder or any trustee or receiver acting for the Noteholder may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction,protect and enforce any and all rights under the laws of the State of Florida, or granted and contained in this Agreement, and may enforce and compel the 14 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 2019 Note immediately due and payable. Upon the occurrence and continuance of an Event of Default pursuant to Section 5.01 hereof, the Noteholder may adjust the Interest Rate to the Default Rate which shall be effective until such Event of Default has been cured. If any payment required to be made by the County hereunder is more than fifteen (15) days past due,the County will pay to the Noteholder a late charge equal to six percent (6%) of the payment amount which is past due. [Remainder of page intentionally left blank] 15 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THIS AGREEMENT. This Agreement shall not be amended, changed or modified without the prior written consent of the Noteholder and the County. Notwithstanding the foregoing, if, in connection with the issuance of any additional indebtedness of the County that is secured by a covenant to budget and appropriate Non-Ad Valorem Revenues similar to the covenant of the County set forth in Section 2.04 hereof, the County provides the lender of such additional indebtedness acceleration rights as a remedy to any event of default or provides the lender with an anti-dilution test that is more restrictive as to the County then the anti-dilution test set forth in Section 2.06 hereof,then such covenants shall be deemed to be incorporated by reference herein and upon the request of the Noteholder the County and the Noteholder shall promptly amend this Agreement so as to provide the Noteholder with the same provisions. 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 2019 Note is outstanding. SECTION 6.05. NOTICE OF CHANGES IN FACT. Promptly after the County becomes aware of the same, the County will notify the Noteholder of (a) any change in any material fact or circumstance represented or warranted by the County in this Agreement or in connection with the issuance of the Series 2019 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. SECTION 6.06. NOTICES. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or 16 certified mail, postage prepaid, to Collier County, Florida, 3301 East Tamiami Trail, Building F,Naples,Florida 34112,Attention: County Manager, and to the Noteholder, TD Bank,N.A., 301 East Pine Street, Suite 1000, Orlando,Florida 32801,Attention: James G. Hanning, CPA, Director, 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 6.07. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the benefit of the County and the Noteholder and their respective successors and assigns, and there shall be no third-party beneficiary with respect thereto. SECTION 6.08. APPLICABLE LAW. The substantive laws of the State of Florida shall govern this Agreement. SECTION 6.09. WAIVER OF JURY TRIAL. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceedings relating to this Agreement. SECTION 6.10. INCORPORATION BY REFERENCE. All of the terms and obligations of the Resolution are hereby incorporated herein by reference as if said Resolution was fully set forth in this Agreement and the Series 2019 Note. [Remainder of page intentionally left blank] 17 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: By: Deputy Clerk Approved as to Form and Legality: County Attorney TD BANK, N.A. By: Title: 18 EXHIBIT A UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY, FLORIDA TAXABLE SPECIAL OBLIGATION REVENUE NOTE, SERIES 2019 Interest Rate Date of Issuance Final Maturity Date July 18, 2019 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 TD Bank, N.A., or its successors or assigns (the "Noteholder"), the principal sum of AND 00/100 DOLLARS ($ ) pursuant to that certain Loan Agreement by and between the Noteholder and the County, dated as of July 18, 2019 (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 1,2019,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 repayment schedule for this Note is set forth in definitive form on Appendix I attached hereto. The principal and interest on this Note is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note is issued under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 125, Florida Statutes, and other applicable provisions of law, and Resolution No. duly adopted by the County on July 9, 2019 (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. This Note is being issued to acquire certain real property, as generally described in the Resolution. This Note is payable from the County's covenant to budget and appropriate A-1 legally available Non-Ad Valorem Revenues in the manner and to the extent provided and described in the Agreement. This Note shall bear interest at the Interest Rate identified above on a 30/360 day count basis. Such Interest Rate is subject to adjustment as provided in Section 3.03 of the Agreement. The Noteholder shall provide to the County upon request such documentation to evidence the amount of interest due with respect to the Series 2019 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 be prepaid in whole or in part on any Business Day (as defined in the Resolution) at a price equal to 100% of the principal amount of this Note to be prepaid plus accrued interest thereon to the date of prepayment,plus the payment of the Fixed Rate Prepayment Charge as determined by the Noteholder and described below. The Fixed Rate Prepayment Charge shall be payable to the Noteholder and shall be computed as follows: The Fixed Rate Prepayment Charge shall be based on 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 herein defined Remaining Term("Cost of Funds")subtracted from the stated interest rate on this Note ("Stated Interest Rate"). If the result is zero or a negative number, there shall be no Fixed Rate Prepayment Charge due and payable. If the result is a positive number, then the resulting percentage shall be multiplied by the amount being prepaid times the number of days in the Remaining Term and divided by 360. The resulting amount is the "Fixed Rate Prepayment Charge" due to the Noteholder upon prepayment of all or a portion of the principal of this Note, plus any accrued interest due as of the prepayment date and is expressed in the following calculation: "Fixed Rate Prepayment Charge" = Principal Amount Being Prepaid times (Stated Interest Rate - Cost of Funds)times days in the Remaining Term/360 days. "Remaining Term" as used herein shall mean the remaining term of the Series 2019 Note. Any prepayment of this Note shall be made on such Business Day as shall be specified by the County in a notice delivered to the Noteholder not less than thirty (30) A-2 days prior thereto specifying the principal amount of this Note to be prepaid and the date that shall be the date of such prepayment. Notice having been given as aforesaid, the amount of the outstanding principal of this Note to be prepaid 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 plus the Fixed Rate Prepayment Charge, if any. If on the date of prepayment moneys for the payment of the principal amount to be prepaid on this Note, together with interest to the date of prepayment on such principal amount plus the Fixed Rate Prepayment Charge,if any, shall have been paid to the Noteholder as above provided, then from and after the date of prepayment, interest on such prepaid principal amount of this Note shall cease to accrue. If said money shall not have been so paid on the date of prepayment, such principal amount of this Note shall continue to bear interest until payment thereof at the then applicable Interest Rate. Any such failure to pay the prepayment price shall not constitute an Event of Default hereunder or under the Resolution. Any prepayment in part shall be applied to the remaining principal payments in inverse order unless otherwise agreed to between the County and the Noteholder. This Note, when delivered by the County pursuant to the terms of the Agreement and the Resolution, shall not be or constitute an indebtedness of the County or of the State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness,but shall be payable from the Non-Ad Valorem Revenues, in the manner and to the extent provided in the Agreement and the Resolution. The Noteholder shall never have the right to compel the exercise of the ad valorem taxing power of the County or the State, or taxation in any form of any property therein to pay the Note or the interest thereon. So long as any of this Note shall remain outstanding,the County shall maintain and keep books for the registration and transfer of this Note. The Noteholder's right,title and interest in and to this Note and any amounts payable by the County hereunder may be assigned and reassigned in 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 A-3 imprinted or reproduced hereon, and attested by the manual signature of the County Clerk, and this Note to be dated the Date of Issuance set forth above. COLLIER COUNTY, FLORIDA (SEAL) By: Chairman, Board of County Commissioners ATTEST: Crystal K. Kinzel, Clerk Approved as to Form and Legality: County Attorney A-4 Appendix I Repayment Schedule for the COLLIER COUNTY, FLORIDA TAXABLE SPECIAL OBLIGATION REVENUE NOTE, SERIES 2019 Payment Total Debt Date Principal Interest Debt Service Service