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Resolution 2022-043 RESOLUTION NO. 2022-43 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA ACCEPTING THE PROPOSAL OF WEBSTER BANK, NATIONAL ASSOCIATION (SUCCESSOR BY MERGER TO STERLING NATIONAL BANK) TO PROVIDE THE COUNTY WITH A TERM LOAN IN ORDER TO REFUND THE COUNTY'S OUTSTANDING SPECIAL OBLIGATION REFUNDING REVENUE BONDS, SERIES 2011; APPROVING THE FORM OF A LOAN AGREEMENT; AUTHORIZING THE ISSUANCE OF THE COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2022A, PURSUANT TO SUCH LOAN AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $33,000,000 IN ORDER TO EVIDENCE SUCH LOAN; AUTHORIZING THE REPAYMENT OF SUCH NOTE FROM A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON-AD VALOREM REVENUES; DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN, THE COUNTY MANAGER, AND OTHER OFFICERS OF THE COUNTY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF THE LOAN AGREEMENT, THE SERIES 2022A NOTE AND VARIOUS OTHER DOCUMENTS WITH RESPECT THERETO; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: SECTION 1. DEFINITIONS. When used in this Resolution, capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement (as defined herein), unless the context clearly indicates a different meaning. "Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and other applicable provisions of law. "Board" shall mean the Board of County Commissioners of Collier County, Florida. "Chairman" shall mean the Chairman of the Board or, in his or her absence or unavailability, the Vice Chairman of the Board. "Clerk" shall mean the Clerk of the Circuit Court and Comptroller of Collier County, Florida and Ex-Officio Clerk to the Board of County Commissioners of Collier County,Florida and such other person as may be duly authorized to act on her or his behalf, including any Deputy Clerk. "County" shall mean Collier County, Florida. "County Manager" shall mean the County Manager of the County or, in his or her absence or unavailability, any Deputy County Manager or a designee of the County Manager. "Financial Advisor" means PFM Financial Advisors, LLC, and its successors and assigns. "Loan Agreement" shall mean the Loan Agreement to be executed between the initial Noteholder and the County, which shall be substantially in the form attached hereto as Exhibit B. "Non-Ad Valorem Revenues" shall have the meaning assigned such term in the Loan Agreement. "Noteholder" or "Holder" or "holder" or any similar term, when used with reference to a Note, shall mean Webster Bank, National Association), and its successors and assigns. "Refunded Bonds" shall mean the outstanding Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by a supplemental resolution. "Series 2022A Note" shall mean Collier County, Florida Special Obligation Refunding Revenue Note, Series 2022A, as such Series 2022A Note is more particularly described in the Loan Agreement. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. The County has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the County in accordance with the Act and to carry out and effectuate the plan and purpose 2 of the Act, and that the powers of the County herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the County. SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Series 2022A Note by the Noteholder, the provisions of this Resolution shall be a part of the contract of the County with the Noteholder and shall be deemed to be and shall constitute a contract between the County and the Noteholder. The provisions, covenants and agreements in this Resolution set forth to be performed by or on behalf of the County shall be for the benefit, protection and security of the Noteholder. SECTION 4. FINDINGS. It is hereby ascertained, determined and declared that: (A) The County previously issued the Refunded Bonds to refund certain indebtedness of the County. (B) Because of the current low interest rate market for tax-exempt municipal indebtedness, the County can achieve debt service savings by refunding the Refunded Bonds through the issuance of additional tax-exempt indebtedness. (C) The County's Financial Advisor solicited proposals from various financial institutions to provide a term loan to refund the Refunded Bonds. (D) The Noteholder submitted its proposal to provide the County with a term loan to refund the Refunded Bonds, which proposal was the most favorable proposal received by the County and is attached hereto as Exhibit A. (E) The Series 2022A Note shall evidence the term loan from the Noteholder and shall be repaid solely from the Non-Ad Valorem Revenues in the manner and to the extent set forth herein and in the Loan Agreement and the ad valorem taxing power of the County will never be necessary or authorized to pay said amounts. (F) Due to the potential volatility of the market for tax-exempt obligations such as the Series 2022A Note and the complexity of the transactions relating to such Series 2022A Note, it is in the best interest of the County to issue the Series 2022A Note by a negotiated sale to the Noteholder, allowing the County to sell and issue the Series 2022A Note at the most advantageous time, rather than at a specified advertised date, thereby permitting the County to obtain the best possible price, terms and interest rate for the Series 2022A Note. SECTION 5. AUTHORIZATION OF THE REFUNDING OF THE REFUNDED BONDS. The refunding of the Refunded Bonds in order to achieve debt service savings is hereby authorized. 3 SECTION 6. ACCEPTANCE OF PROPOSAL. The County hereby accepts the proposal of the Noteholder to provide the County with a term loan to refund the Refunded Bonds, a copy of which proposal is attached hereto as Exhibit A. The County Manager is hereby authorized to execute and deliver any documents required to formally accept such proposal and the terms thereof. All actions taken by such officers or their designees and the Financial Advisor and the County's Bond Counsel with respect to such proposal prior to the date hereof are hereby authorized and ratified. To the extent of any conflict between the provisions of this Resolution or the Loan Agreement and the proposal, the provisions of this Resolution and the Loan Agreement shall prevail. SECTION 7. APPROVAL OF FORM OF LOAN AGREEMENT AND SERIES 2022A NOTE. The County hereby approves a term loan from the Noteholder in the principal amount of not to exceed $33,000,000. The terms and provisions of the Loan Agreement in substantially the form attached hereto as Exhibit B are hereby approved,with such changes, insertions and additions as the Chairman may approve. The County hereby authorizes the Chairman to execute and deliver, and the Clerk to attest and affix the County seal to, the Loan Agreement substantially in the form attached hereto as Exhibit B, with such changes, insertions and additions as the Chairman may approve, his execution thereof being conclusive evidence of such approval. In order to evidence the loan under the Loan Agreement, it is necessary to provide for the execution of the Series 2022A Note. The Chairman and the Clerk are authorized to execute and deliver the Series 2022A Note substantially in the form attached to the Loan Agreement as Exhibit A with such changes, insertion and additions as they may approve,their execution thereof being evidence of such - approval. SECTION 8. LIMITED OBLIGATION. The obligation of the County to repay the Series 2022A Note is a limited and special obligation payable from Non-Ad Valorem Revenues solely in the manner and to the extent set forth in the Loan Agreement and shall not be deemed a pledge of the faith and credit or taxing power of the County and such obligation shall not create a lien on any property whatsoever of or in the County. The Non-Ad Valorem Revenues shall consist of legally available Non-Ad Valorem Revenues budgeted and appropriated by the Board to pay debt service on the Series 2022A Note, all in the manner and to the extent described in the Loan Agreement. SECTION 9. GENERAL AUTHORIZATION. The Chairman, the County Manager and the Clerk are authorized to execute and deliver such documents, instruments and contracts, whether or not expressly contemplated hereby or by the Loan Agreement, and the County Attorney and other employees or agents of the County are hereby authorized and directed to do all acts and things required hereby or thereby as may be necessary or desirable for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. 4 SECTION 10. REPEAL OF INCONSISTENT DOCUMENTS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 11. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. DULY ADOPTED, this 8th day of March, 2022. COLLIE COU Y, FLORIDAr.., (SEAL) Al (e)' Wil ' m L. McDaniel, Jr., Chairman, Board of County Commissioners ATTESTED: . -) CrystaiK. Kinzel, Clerk of the Circuit Court and Comptroller of Collier County, Florida Appro e a to Form and Legality: Jeffrey . 1 tzkow, County Attorney 5 EXHIBIT A Proposal [See Tab Number 3] Mark A.Cargo Managing Director L Sterling National Bank 9667 Ravenscroft LN NW NATIONAL ANK Concord,NC 28027 704-287-4493 Email:mcargo a(�snb.com Website www.snb.com TERM SHEET TYPE OF FINANCING: A Tax-Exempt Special Obligation Refunding Revenue Note,Series 2022A(the"Series 2022A Note"or"Note"),with repayment from the Pledged Revenues,which will enable the Borrower to refund all or a portion of the 2011 Revenue Bonds as detailed in the RFP. Lender will refund the Bonds on a private-placement basis. BORROWER: Collier County, Florida (the "County") PURCHASER/LENDER: Sterling National Bank, and/or its successor by merger or its designee or assignee ESCROW/DRAW OPTION: The "Note" may be funded into a Sterling National Bank escrow account (the "Escrow Fund") if needed, with disbursements made as needed. The Escrow may be set up with Sterling National Bank at no cost and will be collateralized as required by the State of Florida. Escrow Fund earnings will accrue for the benefit of the borrower. AMOUNT FINANCED: Not to Exceed $34,000,000.00. PROJECTS/USE: The proposed Series 2022A Note will be used to: (1) refund, on a tax-exempt current basis,all or a portion of the County's Special Obligation Refunding Revenue Bonds, Series 2011, and (2)to pay the cost of issuance. TERM: Approximately Seven (7)years, Seven (7) months(Exhibit A). PAYMENT STRUCTURE: Borrower shall make principal and interest Note payments as set forth in Exhibit A. INTEREST RATE: 1.425% ANTICIPATED CLOSING DATE: On or before March 15, 2022 SNB Confidential Term Sheet 2 Page INTEREST RATE LOCK: The Interest Rates quoted above are valid through the Anticipated Closing Date. BANK QUALIFICATION: If applicable,the Bond may be designated as a Bank or Non-Bank Qualified Tax-Exempt(Exhibit A)Obligation under section 265(b) of the Internal Revenue Code of 1986, as amended. SECURITY: The principal of and interest on the Series 2022 Notes will be secured by a covenant of the County to budget and appropriate sufficient Non-Ad Valorem Revenues as detailed in the RFP. PREPAYMENT: Borrower shall have the right to pre-pay the Note in whole (or in part subject to mutually agreed upon parameters) on any payment date by paying the Redemption Price, provided the Borrower gives Lender at least thirty (30) days prior written notice of its intent to do so. The Redemption Price, as a percentage of the then-outstanding Note balance,shall be equal to: Exhibit A: Year: Percentage: 1-2 No Call 3 101% Thereafter 100% FEES OF LENDER: None. The costs of issuance incurred by Borrower, such as Note counsel fees, are payable by Borrower and may be capitalized into the Note upon request. DOCUMENTATION: Borrower shall provide the documentation for the Note, subject to review & approval by Lender. Borrower shall provide an opinion of legal counsel attesting to the legal,valid, binding, and enforceable nature of the Note. The Lender will use Gilmore & Bell as counsel to review the documents. The Borrower will be required to send the Lender financial statements on an annual basis by agreed upon dates. SNB Confidential Term Sheet 3 j P a g e ASSIGNMENT: Sterling National Bank (the "Purchaser/Lender") is purchasing the Loan Obligation as a vehicle for making a commercial loan for its own account with the present intent to hold the Loan Obligation to maturity or earlier prepayment, and without any present intent to distribute or sell any interest therein or portion, provided, however, the Purchaser/Lender reserves the right — without the consent of (but with notice to) the Borrower - to assign, transfer or convey the Loan in whole only, but no such assignment, transfer or conveyance shall be effective as against the Borrower, unless and until the Purchaser/Lender has delivered to the Borrower written notice thereof that discloses the name and address of the assignee and such assignment, transfer or conveyance shall be made only to(i)an affiliate of the registered owner of the Loan or (ii) banks, insurance companies or other financial institutions or their affiliates. Sterling National Bank will sign an Investment Letter as required. IRS CIRCULAR 230 DISCLOSURE: Lender and its affiliates do not provide tax advice. Accordingly, any discussion of U.S.tax matters contained herein(including any attachments) is not written or intended to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with Lender of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties. ADVISORY DISCLOSURE: SNB is not a registered municipal advisor as defined under the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related rules and regulations. In providing this Term Sheet, SNB is not providing any advice, advisory services, or recommendations with respect to the structure, timing, terms, or similar matters concerning an issuance of municipal securities. This Term Sheet is a commercial,arms-length proposal that does not create a fiduciary duty by SNB to the Borrower. The Borrower may engage, separately and at its own cost, an advisor to review this Term Sheet and the proposed transaction on the Borrower's behalf. CREDIT APPROVAL: Although favorably prescreened, the Note is subject to final credit approval by SNB and the negotiation of mutually acceptable documentation.For due diligence, Lender will require Borrower's three (3) most recent audited financial statements, its most recently adopted budget,and any other information that Lender may reasonably require. SNB Confidential Term Sheet 4 1 P a g e PROPOSAL EXPIRATION: Unless accepted by the Borrower or extended in writing by SNB at its sole discretion, this Term Sheet shall expire on February 2, 2022. Upon receipt of the signed Term Sheet, we will endeavor to provide you with a timely commitment, and we will use good faith efforts to negotiate and finance the Note based on the terms herein. It is a pleasure to offer this financing proposal and we look forward to your favorable review. Very truly yours, Mark A.Cargo Managing Director mcargo@snb.com www.snb.com Agreed to and Accepted by: Collier County, FL (Name) (Title) (Date) SNB Confidential Term Sheet 5 i P a g e Exhibit A--Sample Amortization Schedule Funding Amount: $33,040,000.00 Interest Rate: 1.425% Down Payment: $0.00 Closing Date: 3/15/2022 Capitalized Interest: $0.00 Term(years): 7.58 Cost of Issuance: $0.00 Amount Financed: $33,040,000.00 Payment Payment Payment Interest Principal Outstanding Redemption Number Date Amount Component Compon ent Balance Price Principal: 3/15/2022 $33,040,000.00 No Call 1 10/1/2022 $8,102,494.84 $257,494.84 $7,845,000.00 $25,195,000.00 No Call 2 4/1/2023 $179,514.38 $179,514.38 $0.00 $25,195,000.00 No Call 3 10/1/2023 $8,484,514.38 $179,514.38 $8,305,000.00 $16,890,000.00 No Call 4 4/1/2024 $120,341.25 $120,341.25 $0.00 $16,890,000.00 $17,058,900.00 5 10/1/2024 $8,550,341.25 $120,341.25 $8,430,000.00 $8,460,000.00 $8,544,600.00 6 4/1/2025 $60,277.50 $60,277.50 $0.00 $8,460,000.00 $8,460,000.00 7 10/1/2025 $1,705,277.50 $60,277.50 $1,645,000.00 $6,815,000.00 $6,815,000.00 8 4/1/2026 $48,556.88 $48,556.88 $0.00 $6,815,000.00 $6,815,000.00 9 10/1/2026 $1,718,556.88 $48,556.88 $1,670,000.00 $5,145,000.00 $5,145,000.00 10 4/1/2027 $36,658.13 $36,658.13 $0.00 $5,145,000.00 $5,145,000.00 11 10/1/2027 $1,726,658.13 $36,658.13 $1,690,000.00 $3,455,000.00 $3,455,000.00 12 4/1/2028 $24,616.88 $24,616.88 $0.00 $3,455,000.00 $3,455,000.00 13 10/1/2028 $1,739,616.88 $24,616.88 $1,715,000.00 $1,740,000.00 $1,740,000.00 14 4/1/2029 $12,397.50 $12,397.50 $0.00 $1,740,000.00 $1,740,000.00 15 10/1/2029 51,752,397.50 $12.397.50 $1,740,000.00 Total: $34,262,219.88 $1,222,219.88 $33,040,000.00 SNB Confidential Term Sheet 6 1 P a g e IISTERLING NATIONAL BANK ABOUT—STERLING NATIONAL BANK Sterling Bancorp, of which the principal subsidiary is Sterling National Bank, specializes in the delivery of service and solutions to business owners,their families,and consumers within the communities we serve through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. In a 2012 annual survey commissioned by Forbes and prepared by Governance Metrics International, a global leader in corporate governance, we were named one of America's 100 Most Trustworthy Companies. Sterling National Bank has origins dating to 1888, and Sterling Bancorp is traded on the New York Stock Exchange under the symbol "STL". For more information about Sterling Bancorp and Sterling National Bank, please visit www.snb.com. The public finance group of Sterling National Bank provides tax-exempt and taxable financing solutions on a nationwide basis for state & local governments, non-profit corporations, and the federal government. Projects financed include virtually all types of essential capital items, including equipment, vehicles, energy efficiency & renewable energy equipment, and real property. Financing terms are tied to the useful life of the capital improvements and range from 3 to 20 years. Each member of the public finance team has 25 or more years of lending experience and is committed to the timely closing of awarded transactions. CONTACT INFORMATION For more information about this financing opportunity, please contact: Mark Cargo Managing Director Sterling National Bank Phone: (704) 287-4493 Email: mcargo@snb.com SNB Confidential Term Sheet 7 j P a g e EXHIBIT B Form of Loan Agreement [See Tab Number 2] LOAN AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND WEBSTER BANK, NATIONAL ASSOCIATION DATED MARCH 15, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS 2 SECTION 1.02. INTERPRETATION 6 SECTION 1.03. TITLES AND HEADINGS 6 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2022A NOTE SECTION 2.01. REPRESENTATIONS AND COVENANTS BY THE COUNTY 7 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER 7 SECTION 2.03. SERIES 2022A NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE 8 SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON-AD VALOREM REVENUES 8 SECTION 2.05. PAYMENT COVENANT 9 SECTION 2.06. ANTI-DILUTION 9 SECTION 2.07. TAX COVENANT 10 SECTION 2.08. OTHER COVENANTS. 10 ARTICLE III DESCRIPTION OF SERIES 2022A NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2022A NOTE. 12 SECTION 3.02. OPTIONAL PREPAYMENT 13 SECTION 3.03. ADJUSTMENT TO INTEREST RATE 13 SECTION 3.04. TRANSFER AND ASSIGNMENT. 14 ARTICLE IV EVENTS OF DEFAULT; REMEDIES SECTION 4.01. EVENTS OF DEFAULT 15 SECTION 4.02. REMEDIES 15 ARTICLE V MISCELLANEOUS SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS AGREEMENT 17 SECTION 5.02. COUNTERPARTS 17 SECTION 5.03. SEVERABILITY 17 SECTION 5.04. TERM OF AGREEMENT 17 SECTION 5.05. NOTICE OF CHANGES IN FACT 17 SECTION 5.06. NOTICES 18 SECTION 5.07. COUNTY'S NOTICE FILINGS RELATED TO THE SERIES 2022A NOTE FOR SEC RULE 15C2-12 18 SECTION 5.08. NO THIRD-PARTY BENEFICIARIES 18 SECTION 5.09. APPLICABLE LAW 18 SECTION 5.10. WAIVER OF JURY TRIAL 18 SECTION 5.11. NO ADVISORY OR FIDUCIARY RELATIONSHIP 18 SECTION 5.12. INCORPORATION BY REFERENCE 19 EXHIBIT A - FORM OF SERIES 2022A NOTE ii This LOAN AGREEMENT (this "Agreement") is made and entered into as of March 15, 2022, by and between COLLIER COUNTY, FLORIDA, a political subdivision under the laws of the State of Florida(the "County"), and WEBSTER BANK, NATIONAL ASSOCIATION, a banking association duly organized and existing under the laws of the United States of America and authorized to do business in the State of Florida, and its successors and assigns (the "Noteholder"); WITNESSETH: WHEREAS, the County is authorized by provisions of the Florida Constitution, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act") to, among other things, acquire, construct, equip, own, sell, lease, operate and maintain various capital improvements and public facilities to promote the health, welfare and economic prosperity of the residents of the County and to borrow money to finance and refinance the acquisition, construction, equipping and maintenance of such capital improvements and public facilities; and WHEREAS, the County previously issued its Special Obligation Refunding Revenue Bonds, Series 2011 (the "Refunded Bonds")to refund certain indebtedness of the County; and WHEREAS, because of the current low interest rate market for tax-exempt municipal indebtedness, the County can achieve debt service savings by refunding the Refunded Bonds through the issuance of additional tax-exempt indebtedness; and WHEREAS, the financial advisor for the County, PFM Financial Advisors, LLC (the "Financial Advisor"), solicited bids on behalf of the County from various financial institutions to provide a term loan to the County to refund the Refunded Bonds; and WHEREAS, the proposal submitted by Sterling National Bank (including its successor by merger, Webster Bank, National Association, and any subsequent successors or assigns, the "Noteholder") was the most favorable proposal received by the County; and WHEREAS, the Noteholder is willing to make a term loan to the County, and the County is willing to incur such term loan, pursuant to the terms and provisions of this Agreement in an aggregate principal amount of$32,865,000 to refund the Refunded Bonds. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for all purposes of this Agreement, have the meanings in this Article I specified, unless the context clearly otherwise requires. "Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and other applicable provisions of law. "Agreement" shall mean this Loan Agreement, dated March 15, 2022, between the County and the Noteholder and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Board" shall mean the Board of County Commissioners of Collier County, Florida. "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A., Tampa, Florida or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which the Noteholder is authorized or required to be closed. "Capital Projects Funds" shall mean the "Capital Projects Funds" of the County as described and identified in the County's annual audit. "Chairman" shall mean the Chairman of the Board or, in his or her absence or unavailability, the Vice Chairman of the Board. "Clerk" shall mean the Clerk of the Circuit Court and Comptroller of Collier County, Florida and Ex-Officio Clerk to the Board of County Commissioners of Collier County, Florida and such other person as may be duly authorized to act on her or his behalf, including any Deputy Clerk. "Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable rules and regulations. "Counterparty" shall mean the entity entering into a Hedge Agreement with the County. Counterparty would also include any guarantor of such entity's obligations under such Hedge Agreement. 2 "County" shall mean Collier County, Florida. "County Manager" shall mean the County Manager of the County or, in his or her absence or unavailability, any Deputy County Manager or a designee of the County Manager. "Debt" means at any date (without duplication) all of the following to the extent that they are secured by or payable in whole or in part from any Non-Ad Valorem Revenues (a) all obligations of the County for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (b) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (c) all obligations of the County as lessee under capitalized leases; and (d) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non-Ad Valorem Revenues of the County; provided, however, if with respect to any obligation contemplated in(a), (b), or(c)above, the County has covenanted to budget and appropriate sufficient Non-Ad Valorem Revenues as a secondary source of funds to satisfy such obligation but has not secured such obligation with a lien on or pledge of any Non-Ad Valorem Revenues then, and with respect to any obligation contemplated in (d) above, such obligation shall not be considered "Debt" for purposes of this Agreement unless the County has actually used Non-Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects to use Non-Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding Fiscal Year. After an obligation is considered "Debt" as a result of the proviso set forth in the immediately preceding sentence, it shall continue to be considered "Debt" until the County has not used any Non-Ad Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years. "Determination of Taxability" shall mean the circumstance of interest paid or payable on the Series 2022A Note becoming includable for federal income tax purposes in the gross income of the Noteholder as a consequence of any act or omission of the County. A Determination of Taxability will be deemed to have occurred upon (a) the receipt by the County or the Noteholder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other official letter or correspondence from the Internal Revenue Service which holds that any interest payable on the Series 2022A Note is includable in the gross income of the Noteholder; (b) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on the Series 2022A Note is includable in the gross income of the Noteholder, or (c) receipt by the County or the Noteholder of an opinion of a Bond Counsel that any interest on the Series 2022A Note has become includable in the gross income of the Noteholder for federal income tax purposes. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on the Series 2022A Note is deemed includable in the gross income of the Noteholder. A 3 Determination of Taxability does not include and is not triggered by a change in law by Congress that causes the interest to be includable in the Noteholder's gross income. "Financial Advisor" shall mean the Issuer's financial advisor, which as of the date hereof is PFM Financial Advisors LLC. "Fiscal Year" shall mean the 12-month period commencing on October 1 of any year and ending on September 30 of the immediately succeeding year. "Fitch" shall mean Fitch Ratings, and any successors or assigns thereto. "General Fund" shall mean the "General Fund" of the County as described and identified in the County's annual audit. "General Fund Revenues" shall mean total revenues of the County derived from any source whatsoever and that are allocated to and accounted for in the General Fund as shown in the County's annual audit. "Hedge Agreement" shall mean an agreement in writing between the County and a Counterparty pursuant to which (a) the County agrees to pay to the Counterparty an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement and (b) the Counterparty agrees to pay to the County an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement. "Hedge Payments" shall mean any amounts payable by the County on the debt or the related notional amount under a Qualified Hedge Agreement; excluding, however, any payments due as a penalty or by virtue of termination of a Qualified Hedge Agreement or any obligation of the County to provide collateral. "Impact Fee Proceeds" shall mean the proceeds of all impact fees levied by the County that are allocated to and accounted for in the Capital Projects Funds as shown in the County's annual audit. "Interest Rate" shall mean a fixed interest rate equal to 1.425% per annum. The Interest Rate is subject to adjustment pursuant to Section 3.03 hereof. "Maturity Date" shall mean October 1, 2029. "Maximum Annual Debt Service" shall mean the largest aggregate amount of the annual debt service coming due on the Series 2022A Note in any Fiscal Year. 4 "Moody's" shall mean Moody's Investors Service, and any successor or assigns thereto. "MSTD Revenues" shall mean all revenues of the County derived from any source whatsoever and that are allocated to and accounted for in the Unincorporated Area Municipal Services Taxing District Fund as shown in the County's annual audit. "Non-Ad Valorem Revenues" shall mean all General Fund Revenues and MSTD Revenues, other than revenues generated from ad valorem taxation on real or personal property, and all Impact Fee Proceeds, but only to the extent they are legally available to make the payments required herein. "Noteholder" or "Holder" or "holder" or any similar term, when used with reference to a Note, shall mean Webster Bank, National Association and any successors or assigns thereto. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, governmental entity or other legal entity. "Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to which the County has received written notice from at least two of the Rating Agencies that the rating of the Counterparty is not less than "A." "Rating Agencies" shall mean Fitch, Moody's and Standard and Poor's. "Refunded Bonds" shall mean the County's outstanding Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011. "Resolution" shall mean Resolution No. 2022-43 adopted by the County on March 8, 2022, which, among other things, authorized the execution and delivery of this Agreement and the issuance of the Series 2022A Note. "Series 2022A Note" shall mean the Collier County, Florida Special Obligation Refunding Revenue Note, Series 2022A, authorized to be issued by the Resolution and more particularly described in Article III hereof. "Standard and Poor's" shall mean S & P Global Ratings, a business of Standard & Poor's Financial Services Inc., and any successors and assigns thereto. "State" shall mean the State of Florida. "Tax Certificate" shall mean the Certificate as to Arbitrage and certain Other Tax Matters to be executed by the County in connection with the issuance of the Series 2022A Note, as such certificate may be amended from time to time. 5 "Unincorporated Area Municipal Services Taxing District Fund" shall mean the "Unincorporated Area Municipal Services Taxing District Fund" of the "Special Revenue Funds" of the County as such Funds are described and identified in the County's annual audit. SECTION 1.02. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. Any capitalized term used in this Agreement not herein defined shall have the meaning ascribed to such term in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. [Remainder of page intentionally left blank] 6 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR SERIES 2022A NOTE SECTION 2.01. REPRESENTATIONS AND COVENANTS BY THE COUNTY. The County represents, warrants and covenants that: (a) The County is a duly organized and validly existing political subdivision under the Florida Constitution and other laws of the State. Pursuant to the Resolution, the County has duly authorized the execution and delivery of this Agreement, the performance by the County of all of its obligations hereunder, and the issuance of the Series 2022A Note in the principal amount of$32,865,000. (b) The County has complied with all of the provisions of the Constitution and laws of the State, including the Act, and has full power and authority to enter into and consummate all transactions contemplated by this Agreement or under the Series 2022A Note, and to perform all of its obligations hereunder and under the Series 2022A Note, and to the best knowledge of the County, the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to which the County is a party or by which the County is bound. (c) The County is duly authorized and entitled to issue the Series 2022A Note and enter into this Agreement and, when executed and delivered, the Series 2022A Note and this Agreement will each constitute a legal, valid and binding obligation of the County enforceable in accordance with its respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (d) There are no actions, suits or proceedings pending or, to the best knowledge of the County, threatened against or affecting the County, at law or in equity, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the County to perform the County's obligations under this Agreement or under the Series 2022A Note, in any way questioning or affecting the organization or existence of the County or the right of any of its officers to their respective offices, in any way questioning or affecting the covenant to budget and appropriate the Non-Ad Valorem Revenues, or which would have a materially adverse effect on the County (financial or otherwise). SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER. The Noteholder hereby represents, warrants and agrees that it is a national banking association authorized to execute and deliver this Agreement and to perform its obligations hereunder, and such execution and delivery will 7 not constitute a violation of its charter, articles of association or bylaws. Pursuant to the terms and provisions of this Agreement, the Noteholder agrees to provide a term loan to the County as evidenced hereby and by the Series 2022A Note for the purpose of refunding the Refunded Bonds and paying costs of issuance. SECTION 2.03. SERIES 2022A NOTE SHALL NOT BE INDEBTEDNESS OF THE COUNTY OR STATE. The Series 2022A Note, when delivered by the County pursuant to the terms of this Agreement, shall not be or constitute•an indebtedness of the County, the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely as herein provided. The Noteholder shall never have the right to compel the exercise of the ad valorem taxing power of the County, or taxation in any form on any property therein to pay the Series 2022A Note or the interest thereon. The Series 2022A Note is a special and limited obligation secured by and payable as to principal and interest from the Non-Ad Valorem Revenues, to the extent and in the manner provided herein. SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON- AD VALOREM REVENUES. During such time as the Series 2022A Note is outstanding hereunder or any amounts due hereunder or with respect to the Series 2022A Note remain unpaid or outstanding, the County covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2022A Note when due. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non-Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Noteholder a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Series 2022A Note, in the manner described herein, Non-Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the 8 restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are legally mandated by applicable law. SECTION 2.05. PAYMENT COVENANT. The County covenants that it shall duly and punctually pay from the Non-Ad Valorem Revenues in accordance with Section 2.04 hereof, the principal of and interest on the Series 2022A Note at the dates and place and in the manner provided herein and in the Series 2022A Note according to the true intent and meaning thereof and all other amounts due under this Agreement. SECTION 2.06. ANTI-DILUTION. During such time as the Series 2022A Note is outstanding hereunder or any amounts due hereunder or with respect to the Series 2022A Note remain unpaid or outstanding, the County agrees and covenants with the Noteholder that upon the issuance of any subsequent Debt (1) Non-Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Series 2022A Note and maximum annual debt service on Debt by at least 1.5x; and(2) projected Maximum Annual Debt Service on the Series 2022A Note and maximum annual debt service for all Debt will not exceed 20% of the aggregate of General Fund Revenues, MSTD Revenues and Impact Fee Proceeds exclusive of(a) ad valorem tax revenues restricted to payment of debt service on any Debt and (b) any proceeds of the Series 2022A Note or Debt. The calculations required by clauses (1) and (2) above shall be determined using the average of actual Non- Ad Valorem Revenues, General Fund Revenues, MSTD Revenues and Impact Fee Proceeds for the prior two Fiscal Years based on the County's annual audited financial statements. For purposes of the calculations required by clauses (1) and (2) above, Maximum Annual Debt Service on the Series 2022A Note and maximum annual debt service on Debt shall be determined on an aggregate basis whereby the annual debt service for each is combined and the overall maximum is determined. For the purposes of the covenants contained in this Section 2.06, maximum annual debt service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual maximum annual debt service, and, with respect to Debt which bears interest at a variable interest rate, maximum annual debt service on such Debt shall be determined assuming that interest accrues on such Debt at the current "Bond Buyer Revenue Bond Index" as published in The Bond Buyer no more than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, as defined in the immediately following sentence, maximum annual debt service on such Debt shall be determined assuming such Debt is amortized over 20 years from its original date of issuance on an approximately level debt service basis. For purposes of the foregoing sentence, "Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures during any one Fiscal 9 Year. In addition, with respect to debt service on any Debt which is subject to a Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time but only up to the notional amount of the Qualified Hedge Agreement. With respect to debt service on any Debt with respect to which the County elects to receive or is otherwise entitled to receive direct subsidy payments from the United States Department of Treasury, when determining the interest on such Debt for any particular interest payment date the amount of the corresponding subsidy payment shall be deducted from the amount of interest which is due and payable with respect to such Debt on the interest payment date and shall not be included in the determination of Non-Ad Valorem Revenues for purposes of this Section 2.06, but only to the extent that the County reasonably believes that it will be in receipt of such subsidy payment on or prior to such interest payment date. SECTION 2.07. TAX COVENANT. (a) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Series 2022A Note, the County shall comply with each requirement of the Code applicable to the Series 2022A Note. In furtherance of the covenant contained in the preceding sentence, the County agrees to continually comply with the provisions of the Tax Certificate, which is incorporated fully by reference herein, as a source of guidance for achieving compliance with the Code. (b) The County shall make any and all rebate payments required to be made to the United States Department of the Treasury in connection with the Series 2022A Note pursuant to Section 148(f) of the Code. (c) So long as necessary in order to maintain the exclusion from gross income of interest on the Series 2022A Note for federal income tax purposes, the covenants contained in this Section shall survive the payment of the Series 2022A Note and the interest thereon, including any payment or defeasance thereof. (d) The County shall not take or permit any action or fail to take any action which would cause the Series 2022A Note to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. SECTION 2.08. OTHER COVENANTS. The County will furnish to the Noteholder within 270 days after the close of each Fiscal Year a copy of the annual audited financial statements of the County, audited by a certified public accountants, together with the report of such accountants to the effect that such audit has been conducted in accordance with generally accepted auditing standards and stating whether such financial statements present fairly in all material respects the financial position of the County and the results of operations and cash flows for the periods covered by the audit report, all in conformity with generally accepted accounting principles applied on a consistent basis. The County shall provide the Noteholder with a copy of the annual budget of the County each year within 30 days of the final adoption of such budget. With reasonable promptness 10 the County shall provide such other information as may be reasonably requested by the Noteholder from time to time. [Remainder of page intentionally- left blank] 11 ARTICLE III DESCRIPTION OF SERIES 2022A NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2022A NOTE. (a) The County hereby authorizes the issuance and delivery of the Series 2022A Note to the Noteholder which Series 2022A Note shall be in an amount equal to THIRTY-TWO MILLION EIGHT HUNDRED SIXTY-FIVE THOUSAND AND 00/100 DOLLARS ($32,865,000.00) and shall be designated as the "Collier County, Florida Special Obligation Refunding Revenue Note, Series 2022A." The text of the Series 2022A Note shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable to reflect the particular terms of the Series 2022A Note. The provisions of the form of the Series 2022A Note are hereby incorporated in this Agreement. (b) The Series 2022A Note shall be dated the date of its delivery. The Series 2022A Note shall be issued as one note and the authorized denomination of the Series 2022A Note shall be its outstanding principal amount. The Series 2022A Note shall be executed in the name of the County by the manual signature of the Chairman and the official seal of the County shall be affixed thereto and attested by the manual signature of the Clerk. In case any one or more of the officers, who shall have signed or sealed the Series 2022A Note, shall cease to be such officer of the County before the Series 2022A Note so signed and sealed shall have been actually delivered, such Series 2022A Note may nevertheless be delivered as herein provided and may be issued as if the person who signed or sealed such Series 2022A Note had not ceased to hold such office. (c) The Series 2022A Note shall bear interest from its date of issuance at the Interest Rate (calculated on a 30/360 day count basis) as the same may be adjusted pursuant to Section 3.03 hereof Interest on the Series 2022A Note shall be payable semi-annually on October 1 and April 1 of each year, commencing October 1, 2022 (each an "Interest Payment Date") so long as any amount under the Series 2022A Note remains outstanding. Principal of the Series 2022A Note shall be payable annually on October 1 of each year, commencing October 1, 2022 (each a "Principal Payment Date"), through and including the Maturity Date. The annual principal payments shall be set forth in the Series 2022A Note. The Series 2022A Note shall be purchased by the Noteholder from the County at a purchase price equal to 100.00% of the principal amount thereof (d) All payments of principal of and interest on the Series 2022A Note shall be payable in any coin or currency of the United States which, at the time of payment, is legal tender for the payment of public and private debts and shall be made to the Noteholder in whose name the Series 2022A Note shall be registered on the registration books maintained by the County as of the close of business on the fifteenth day (whether or not a Business Day) of the calendar month next preceding an Interest Payment Date or Principal Payment 12 Date by check or draft or by bank wire transfer or in such other manner as is agreed to between the County and the Noteholder. Notwithstanding the foregoing, the Noteholder shall be required to present and surrender a Series 2022A Note to the County only for the final payment of the principal of such Series 2022A Note or shall otherwise provide evidence that such Series 2022A Note has been fully paid and cancelled. If any Interest Payment Date or Principal Payment Date is not a Business Day,the corresponding payment shall be due on the next succeeding Business Day. The County shall maintain books and records with respect to the identity of the holder of the Series 2022A Note, including a complete and accurate record of any assignment of this Agreement and the Series 2022A Note as provided in Section 3.04. (e) Except as otherwise provided herein, the Noteholder shall pay for all of its costs relating to servicing the Series 2022A Note. The County shall pay the fees of the Noteholder's legal counsel in the amount of$8,500.00. SECTION 3.02. OPTIONAL PREPAYMENT. The Series 2022A Note may be prepaid on April 1, 2024, and any Interest Payment Date thereafter, at the option of the County, in whole or in part, from any moneys legally available therefor, upon 30 days prior written notice to the Noteholder, by paying to the Noteholder such principal amount of the Series 2022A Note to be prepaid, together with the unpaid interest accrued on such principal amount to the date of such prepayment at the following prices: April 1, 2024 - October 1, 2025 101% April 1, 2025 and thereafter 100% Any partial prepayment of a Series 2022A Note may occur once per calendar year, shall be made in the minimum principal amount of $1,000,000, and shall be applied in inverse order of the remaining principal payments. SECTION 3.03. ADJUSTMENT TO INTEREST RATE. While the Series 2022A Note remains outstanding, upon the occurrence of a Determination of Taxability the Interest Rate on the Series 2022A Note immediately shall be increased to such rate as shall be determined by the Noteholder, absent manifest error, as shall be necessary to provide to the Noteholder an after-tax yield on the then outstanding principal amount of the Series 2022A Note equal to the after-tax yield to the Noteholder, if such Determination of Taxability had not occurred (the "Adjusted Rate"); provided, however, such Adjusted Rate shall never exceed the maximum rate allowable by law. Immediately upon a Determination of Taxability, the County also agrees to pay to the Noteholder, the Additional Amount. "Additional Amount" means (a) the difference between (i) interest on the Series 2022A Note for the period commencing on the date on which the interest on the Series 2022A Note (or portion thereof) is deemed to have lost its tax-exempt status and ending on the effective date of the adjustment of the Interest Rate to the Adjusted Rate (the "Prior Taxable Period") at a rate per annum equal to the Adjusted Rate and (ii) the aggregate amount of interest paid on the Series 2022A Note during the Prior Taxable 13 Period at the Interest Rate applicable to the Series 2022A Note prior to the adjustment to the Adjusted Rate, plus (b) any penalties, fines, fees, costs and interest paid or payable by the Noteholder to the Internal Revenue Service by reason of such Determination of Taxability. The obligation to pay such additional interest and such other costs, expenses, penalties, attorney's fees and other losses shall survive the payment of the principal of the Series 2022A Note but shall be payable solely from the Non-Ad Valorem Revenues in the manner and to the extent described herein. SECTION 3.04. TRANSFER AND ASSIGNMENT. The Noteholder's right, title and interest in and to the Series 2022A Note and any amounts payable by the County thereunder may be assigned and reassigned in whole only (not in part) by the Noteholder, without the necessity of obtaining the consent of the County; provided, that any such assignment, transfer or conveyance shall be made only to (a) an affiliate of the Noteholder or (b) a bank, insurance company or other financial institution or their affiliate, provided that any such entity is purchasing the Series 2022A Note for its own account with no present intention to resell or distribute the Series 2022A Note, other than to its affiliate, Sterling National Funding Corp., a New York corporation and wholly-owned subsidiary of the Noteholder("SNFC"),whereby the Noteholder will sell to SNFC a 100% participation interest in the Series 2022A Note at par, subject to each investor's right at any time to dispose of the Series 2022A Note as it determines to be in its best interests. No assignment, transfer or conveyance permitted by this Section 3.04 shall be effective until the County shall have received a written notice of assignment that discloses the name and address of each such assignee. If the Noteholder notifies the County of its intent to assign and sell its right, title and interest in and to the Series 2022A Note as herein provided, the County agrees that, if so requested, it shall execute and deliver to the assignee Noteholder, a Series 2022A Note in the principal amount so assigned, registered in the name of the assignee Noteholder, executed and delivered by the County in the same manner as provided herein, in exchange for the transferred Series 2022A Note. Nothing contained in this Section 3.04 shall be interpreted to prohibit the Noteholder from selling participations in the Series 2022A Note to any investor meeting the conditions set forth in the immediately preceding paragraph;provided the Noteholder remains the sole holder of the Series 2022A Note. [Remainder of page intentionally left blank] 14 ARTICLE IV EVENTS OF DEFAULT; REMEDIES SECTION 4.01. EVENTS OF DEFAULT. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The County shall fail to make timely payment of principal or interest when due with respect to the Series 2022A Note; (b) Any representation or warranty of the County contained in Article II of this Agreement or any certificate provided to the Noteholder in connection with the transactions contemplated hereunder shall prove to be untrue in any material respect when made; (c) Any covenant of the County contained in this Agreement shall be breached or violated for a period of thirty (30) days from the earlier of(i) when the County receives notice from the Noteholder of such breach or violation or (ii) when the County was aware of such event and was required herein to notify the Noteholder pursuant to Section 5.05 hereof, unless the Noteholder shall agree in writing, in its sole discretion, to an extension of such time prior to its expiration; (d) There shall occur the dissolution or liquidation of the County, or the filing by the County of a voluntary petition in bankruptcy, or the commission by the County of any act of bankruptcy, or adjudication of the County as a bankrupt, or assignment by the County for the benefit of its creditors, or appointment of a receiver for the County, or the entry by the County into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the County in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter amended; (e) The County admits in writing its inability to pay its debts generally as they become due or is adjudged insolvent by a court of competent jurisdiction, or it is adjudged bankrupt on a petition in bankruptcy filed by or against the County or an order,judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the County, a receiver or trustee of the County or of the whole or any part of its property, and if the aforesaid adjudications, orders,judgements or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof SECTION 4.02. REMEDIES. If any event of default shall have occurred and be continuing, the Noteholder or any trustee or receiver acting for the Noteholder may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted and contained in this Agreement, and may enforce and compel the 15 performance of all duties required by this Agreement or by any applicable statutes to be performed by the County or by any officer thereof, including, but not limited to, specific performance. No remedy herein conferred upon or reserved to the Noteholder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Notwithstanding any other provision hereof, no Noteholder, trustee or receiver shall have the right to declare the Series 2022A Note immediately due and payable. [Remainder of page intentionally left blank] 16 ARTICLE V MISCELLANEOUS SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS AGREEMENT. (a) This Agreement constitutes the entire agreement between the Noteholder and the County, and all negotiations and oral understandings between the parties are merged herein. The terms and conditions set forth in this Agreement supersede any and all previous agreements, promises, negotiations or representations. Any other agreements, promises, negotiations or representations not expressly set forth or incorporated into this Agreement are of no force and effect. (b) Neither the Series 2022A Note, this Agreement nor the Resolution shall be amended, changed or modified without the prior written consent of the Noteholder and the County. SECTION 5.02. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. SECTION 5.03. SEVERABILITY. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. SECTION 5.04. TERM OF AGREEMENT. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as the Series 2022A Note is outstanding. SECTION 5.05. NOTICE OF CHANGES IN FACT. Within ten (10) Business Days of becoming aware of the same, the County will notify the Noteholder in writing of(a) any change in any material fact or circumstance represented or warranted by the County in this Agreement or in connection with the issuance of the Series 2022A Note, and (b) any default or event which, with notice or lapse of time or both, could become a default under this Agreement, specifying in each case the nature thereof and what action the County has taken, is taking and/or proposed to take with respect thereto. Regardless of the date of receipt of such notice by the Noteholder, such date shall not in any way modify the date of the occurrence of the actual Event of Default. 17 SECTION 5.06. NOTICES. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or certified mail, postage prepaid, to Collier County, Florida, 3299 East Tamiami Trail, Building F, Suite 202, Naples, Florida 34112, Attention: County Manager, and to the Noteholder, Webster Bank, National Association, 500 Seventh Avenue, 3rd Floor, New York, New York 10018, Attention: Public Sector Finance, or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. SECTION 5.07. COUNTY'S NOTICE FILINGS RELATED TO THE SERIES 2022A NOTE FOR SEC RULE 15C2-12. In connection with the County's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement"), entered into by the County on and after the date hereof, pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the Noteholder acknowledges that the County may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor ("EMMA"), notice of the issuance of the Series 2022A Note and/or certain subsequent events reflecting financial difficulties in connection with the Series 2022A Note. The County agrees that it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive or confidential information about the Noteholder or its affiliates: address and account information of the Noteholder or its affiliates, e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of the Noteholder or its affiliates, or any account information, unless otherwise required for compliance with the Rule or otherwise required by law. The County acknowledges that the Noteholder is not responsible for the County's compliance or noncompliance with the Rule or any Continuing Disclosure Agreement. SECTION 5.08. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the benefit of the County and the Noteholder and their respective successors and assigns, and there shall be no third-party beneficiary with respect thereto. SECTION 5.09. APPLICABLE LAW. The substantive laws of the State of Florida shall govern this Agreement. SECTION 5.10. WAIVER OF JURY TRIAL. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceedings relating to this Agreement. SECTION 5.11. NO ADVISORY OR FIDUCIARY RELATIONSHIP. In connection with all aspects of each transaction contemplated hereunder (including in connection with any amendment, waiver or other modification hereof or of any other documents related hereto),the County acknowledges and agrees,that: (a)(i)it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed 18 appropriate, (ii) it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and any other loan documents, (iii) the Noteholder is not acting as a municipal advisor or financial advisor to the County, and (iv) the Noteholder has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act to the County with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Noteholder has provided other services or is currently providing other services to the County on other matters); (b) (i) the Noteholder is and has been acting solely as a principal in an arm's length commercial lending transaction and has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the County, or any other person and (ii) the Noteholder has no obligation to the County with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other loan documents entered into in connection herewith; (c)notwithstanding anything herein to the contrary, it is the intention of the County and the Noteholder that the loan documents represent a commercial loan transaction not involving the issuance and sale of a municipal security, and that any bond, note or other debt instrument that may be delivered to the Noteholder is delivered solely to evidence the repayment obligations of the County under the loan documents; and (d) the Noteholder may be engaged in a broad range of transactions that involve interests that differ from those of the County, and the Noteholder has no obligation to disclose any of such interests to the County. SECTION 5.12. INCORPORATION BY REFERENCE. All of the terms and obligations of the Resolution are hereby incorporated herein by reference as if said Resolution was fully set forth in this Agreement and the Series 2022A Note. [Remainder of page intentionally left blank] 19 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: / 2 By: ` — Deputy Clerk Appro e Form and Legality: Count t WEBSTER BANK, NATIONAL ASSOCIATION By: Kevin C. King Title: Senior Managing Director 20 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. (SEAL) COLLIER COUNTY,FLORIDA Chairman, Board of County Commissioners A'TEST: By: Deputy Clerk Approved as to Form and Legality: County Attorney WEBSTER BANK,NATIONAL ASSOCIATION iLW liti. Q("A-j By: Kevin C.King Title: Senior Managing Director 20 EXHIBIT A $32,865,000.00 UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE, SERIES 2022A Interest Rate Date of Issuance Final Maturity Date 1.425% March 15, 2022 October 1, 2029 KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida (the "County"), for value received, hereby promises to pay, solely from the Non-Ad Valorem Revenues described in the within mentioned Agreement, to the order of Webster Bank National Association, or its successors or assigns (the "Noteholder"), the principal sum of THIRTY-TWO MILLION EIGHT HUNDRED SIXTY-FIVE THOUSAND AND 00/100 DOLLARS ($32,865,000.00) pursuant to that certain Loan Agreement by and between Webster Bank, National Association and the County, dated as of March 15, 2022 (the "Agreement"), and to pay interest on such the outstanding principal amount hereof from the Date of Issuance set forth above, or from the most recent date to which interest has been paid, at the Interest Rate per annum(calculated on a 30/360 day count basis) identified above (subject to adjustment as provided in the Agreement) on October 1 and April 1 of each year, commencing on October 1, 2022 (each an "Interest Payment Date"), so long as any amount under this Note remains outstanding. Principal of this Note shall be payable on October 1 of each year, commencing on October 1, 2022, through and including the Final Maturity Date identified above. The principal repayment schedule for this Note is set forth in definitive form on Appendix I attached hereto. The principal and interest on this Note is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note is issued under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 125, Florida Statutes, and other applicable provisions of law, and Resolution No. 2022-43 duly adopted by the County on March 8, 2022 (the "Resolution"), as such Resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of the Resolution and the Agreement. Any capitalized term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Agreement. A-1 This Note is being issued to refund certain outstanding indebtedness of the County to achieve debt service savings. This Note is payable from the County's covenant to budget and appropriate legally available Non-Ad Valorem Revenues in the manner and to the extent provided and described in the Agreement. This Note shall bear interest at the Interest Rate identified above on a 30/360 day count basis. Such Interest Rate is subject to adjustment as provided in Section 3.03 of the Agreement. The Noteholder shall provide to the County upon request such documentation to evidence the amount of interest due with respect to this Note upon any such adjustment. No presentation shall be required for any payment with respect to this Note except upon Final Maturity Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received)exceed the maximum rate of interest allowed under the State of Florida as presently in effect. All payments made by the County hereon shall apply first to fees, costs, late charges and accrued interest, and then to the principal amount then due on this Note. This Note may be prepaid on April 1, 2024, and any Interest Payment Date thereafter, at the option of the County, in whole or in part, from any moneys legally available therefor, upon 30 days prior written notice to the Noteholder, by paying to the Noteholder such principal amount of this Note to be prepaid, together with the unpaid interest accrued on such principal amount to the date of such prepayment at the following prices: April 1, 2024 - October 1, 2025 101% April 1, 2025 and thereafter 100% Any partial prepayment of this Note may occur once per calendar year, shall be made in the minimum principal amount of$1,000,000, and shall be applied in inverse order of the remaining principal payments. This Note, when delivered by the County pursuant to the terms of the Agreement and the Resolution, shall not be or constitute an indebtedness of the County or of the State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable from the Non-Ad Valorem Revenues, in the manner and to the extent provided in the Agreement and the Resolution. The Noteholder shall never have the right to compel the exercise of the ad valorem taxing power of the County or the State, or taxation in any form of any property therein to pay the Note or the interest thereon. A-2 This Note shall be and have all the qualities and incidents of a negotiable instrument under the commercial laws and the Uniform Commercial Code of the State of Florida, subject to the immediately succeeding paragraph and any provisions for registration and transfer contained in the Agreement. So long as any of this Note shall remain outstanding, the County shall maintain and keep books for the registration and transfer of this Note. The Noteholder's right,title and interest in and to this Note and any amounts payable by the County hereunder may be assigned and reassigned in accordance with and subject to the restrictions in the Agreement. IN WITNESS WHEREOF, the County caused this Note to be signed by the manual signature of the Chairman and the seal of the County to be affixed hereto or imprinted or reproduced hereon, and attested by the manual signature of the Deputy Clerk, and this Note to be dated the Date of Issuance set forth above. COLLIER COUNTY, FLORIDA (SEAL) By: William L. McDaniel, Jr., Chairman, Board of County Commissioners ATTEST: Derek M. Johnssen, Deputy Clerk of the Board of County Commissioners Approved as to Form and Legality: Jeffrey A. Klatzkow, County Attorney A-3 Appendix I Principal Repayment Schedule for the COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE NOTE. SERIES 2022A Payment Date Principal Oct. 1, 2022 $8,425,000 Oct. 1, 2023 8,215,000 Oct. 1, 2024 8,330,000 Oct. 1, 2025 1,540,000 Oct. 1, 2026 1,555,000 Oct. 1, 2027 1,580,000 Oct. 1, 2028 1,600,000 Oct. 1, 2029 1,620,000