Resolution 2022-044 1
CLERK'S CERTIFICATE AS TO RESOLUTION
I, Derek M. Johnssen, the undersigned Deputy Clerk of the Board of County
Commissioners of Collier County, Florida (the "County"), DO HEREBY CERTIFY that
attached hereto is a copy of "A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA ACCEPTING THE
PROPOSAL OF RAYMOND JAMES CAPITAL FUNDING, INC. TO PROVIDE THE
COUNTY WITH A TERM LOAN IN ORDER TO REFUND THE COUNTY'S
OUTSTANDING SPECIAL OBLIGATION REFUNDING REVENUE BONDS, SERIES
2013; APPROVING THE FORM OF A FORWARD NOTE PURCHASE AGREEMENT;
APPROVING THE FORM OF A LOAN AGREEMENT; AUTHORIZING THE
ISSUANCE OF THE COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION
REFUNDING REVENUE NOTE, SERIES 2022B, PURSUANT TO SUCH LOAN
AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$76,000,000 IN ORDER TO EVIDENCE SUCH LOAN; AUTHORIZING THE
REPAYMENT OF SUCH NOTE FROM A COVENANT TO BUDGET AND
APPROPRIATE LEGALLY AVAILABLE NON-AD VALOREM REVENUES;
DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN, THE COUNTY
MANAGER, AND OTHER OFFICERS OF THE COUNTY FOR THE
AUTHORIZATION, EXECUTION AND DELIVERY AND APPROVING THE FORM
OF THE FORWARD NOTE PURCHASE AGREEMENT, THE LOAN AGREEMENT,
THE SERIES 2022B NOTE AND VARIOUS OTHER DOCUMENTS WITH RESPECT
THERETO; AUTHORIZING THE EXECUTION AND DELIVERY AND APPROVING
THE FORM OF AN ESCROW DEPOSIT AGREEMENT AND THE APPOINTMENT
OF AN ESCROW AGENT THERETO;AND PROVIDING FOR AN EFFECTIVE DATE
FOR THIS RESOLUTION," adopted at a meeting of the Board of County Commissioners
of the County duly called and held on March 8, 2022, at which meeting a quorum was
present and acting throughout,which resolution has been compared by me with the original
thereof as recorded in the Minute Book of said County and that said resolution is a true,
complete and correct copy thereof and said resolution has been duly adopted and has not
been further modified, amended or repealed, and is in full force and effect on and as of the
date hereof in the form attached hereto.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the County as of this 15th day of March, 2022.
(SEAL)
Deputy Clerk of the Board of County
Commissioners of Collier County, Florida
RESOLUTION NO. 2022-44
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA ACCEPTING THE PROPOSAL OF
RAYMOND JAMES CAPITAL FUNDING, INC. TO PROVIDE THE
COUNTY WITH A TERM LOAN IN ORDER TO REFUND THE
COUNTY'S OUTSTANDING SPECIAL OBLIGATION REFUNDING
REVENUE BONDS, SERIES 2013; APPROVING THE FORM OF A
FORWARD NOTE PURCHASE AGREEMENT; APPROVING THE
FORM OF A LOAN AGREEMENT; AUTHORIZING THE ISSUANCE
OF THE COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION
REFUNDING REVENUE NOTE, SERIES 2022B, PURSUANT TO SUCH
LOAN AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF
NOT TO EXCEED $76,000,000 IN ORDER TO EVIDENCE SUCH
LOAN; AUTHORIZING THE REPAYMENT OF SUCH NOTE FROM A
COVENANT TO BUDGET AND APPROPRIATE LEGALLY
AVAILABLE NON-AD VALOREM REVENUES; DELEGATING
CERTAIN AUTHORITY TO THE CHAIRMAN, THE COUNTY
MANAGER, AND OTHER OFFICERS OF THE COUNTY FOR THE
AUTHORIZATION, EXECUTION AND DELIVERY AND APPROVING
THE FORM OF THE FORWARD NOTE PURCHASE AGREEMENT,
THE LOAN AGREEMENT, THE SERIES 2022B NOTE AND VARIOUS
OTHER DOCUMENTS WITH RESPECT THERETO; AUTHORIZING
THE EXECUTION AND DELIVERY AND APPROVING THE FORM OF
AN ESCROW DEPOSIT AGREEMENT AND THE APPOINTMENT OF
AN ESCROW AGENT THERETO; AND PROVIDING FOR AN
EFFECTIVE DATE FOR THIS RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
SECTION 1. DEFINITIONS. When used in this Resolution, capitalized
terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement
(as defined herein), unless the context clearly indicates a different meaning.
"Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and other
applicable provisions of law.
"Board" shall mean the Board of County Commissioners of Collier County,
Florida.
"Chairman" shall mean the Chairman of the Board or, in his or her absence or
unavailability, the Vice Chairman of the Board.
"Clerk" shall mean the Clerk of the Circuit Court and Comptroller of Collier
County, Florida and Ex-Officio Clerk to the Board of County Commissioners of Collier
County, Florida and such other person as may be duly authorized to act on her or his behalf,
including any Deputy Clerk.
"County" shall mean Collier County, Florida.
"County Manager" shall mean the County Manager of the County or, in his or her
absence or unavailability, any Deputy County Manager or a designee of the County
Manager.
"Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement to be
executed between the County and Hancock Whitney Bank, as Escrow Agent thereunder,
which shall be substantially in the form attached hereto as Exhibit D.
"Financial Advisor" means PFM Financial Advisors, LLC, and its successors and
assigns.
"Forward Note Purchase Agreement" shall mean the Forward Note Purchase
Agreement to be executed between the Noteholder and the County, which shall be
substantially in the form attached hereto as Exhibit B.
"Loan Agreement" shall mean the Loan Agreement to be executed between the
Noteholder and the County, which shall be substantially in the form attached hereto as
Exhibit C.
"Non-Ad Valorem Revenues" shall have the meaning assigned such term in the
Loan Agreement.
"Noteholder" or "Holder" or "holder" or any similar term, when used with
reference to a Note, shall mean Raymond James Capital Funding, Inc., and its successors
and assigns.
"Refunded Bonds" shall mean the outstanding Collier County, Florida Special
Obligation Refunding Revenue Bonds, Series 2013.
"Resolution" shall mean this Resolution, as the same may from time to time be
amended, modified or supplemented by a supplemental resolution.
"Series 2022B Note" shall mean Collier County, Florida Special Obligation
Refunding Revenue Note, Series 2022B, as such Series 2022B Note is more particularly
described in the Loan Agreement.
2
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of
adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption
of this Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the provisions of the Act. The County has ascertained and hereby
determined that adoption of this Resolution is necessary to carry out the powers, purposes
and duties expressly provided in the Act, that each and every matter and thing as to which
provision is made herein is necessary in order to carry out and effectuate the purposes of
the County in accordance with the Act and to carry out and effectuate the plan and purpose
of the Act, and that the powers of the County herein exercised are in each case exercised
in accordance with the provisions of the Act and in furtherance of the purposes of the
County.
SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of the Series 2022B Note by the Noteholder,
the provisions of this Resolution shall be a part of the contract of the County with the
Noteholder and shall be deemed to be and shall constitute a contract between the County
and the Noteholder. The provisions, covenants and agreements in this Resolution set forth
to be performed by or on behalf of the County shall be for the benefit, protection and
security of the Noteholder.
SECTION 4. FINDINGS. It is hereby ascertained, determined and declared
that:
(A) The County previously issued the Refunded Bonds to refund certain
indebtedness of the County.
(B) Because of the current low interest rate market for tax-exempt municipal
indebtedness, the County can achieve debt service savings by refunding the Refunded
Bonds through the issuance of additional tax-exempt indebtedness.
(C) Under current federal tax law, the Refunded Bonds cannot be refunded until
a date that is no more than 90 days prior to the first optional redemption date for the
Refunded Bonds, October 1, 2022.
(D) The County's Financial Advisor solicited proposals from various financial
institutions to provide a term loan to refund the Refunded Bonds.
3
(E) The Noteholder submitted its proposal to provide the County with a term
loan to refund the Refunded Bonds, which proposal was the most favorable proposal
received by the County and is attached hereto as Exhibit A.
(F) Because the Series 2022B Note cannot be issued to refund the Refunded
Bonds until July 5, 2022, the Noteholder's proposal requires the execution and delivery of
the Forward Note Purchase Agreement which contains various conditions to the issuance
of the Series 2022B Note,the form of which Forward Note Purchase Agreement is attached
hereto as Exhibit B.
(G) The Series 2022B Note shall evidence the term loan from the Noteholder and
shall be repaid solely from the Non-Ad Valorem Revenues in the manner and to the extent
set forth herein and in the Loan Agreement and the ad valorem taxing power of the County
will never be necessary or authorized to pay said amounts.
(H) Due to the potential volatility of the market for tax-exempt obligations such
as the Series 2022B Note and the complexity of the transactions relating to such Series
2022B Note, it is in the best interest of the County to issue the Series 2022B Note by a
negotiated sale to the Noteholder, allowing the County to sell and issue the Series 2022B
Note at the most advantageous time, rather than at a specified advertised date, thereby
permitting the County to obtain the best possible price, terms and interest rate for the Series
2022B Note.
SECTION 5. AUTHORIZATION OF THE REFUNDING OF THE
REFUNDED BONDS. The refunding of the Refunded Bonds in order to achieve debt
service savings is hereby authorized.
SECTION 6. ACCEPTANCE OF PROPOSAL. The County hereby
accepts the proposal of the Noteholder to provide the County with a term loan to refund
the Refunded Bonds, a copy of which proposal is attached hereto as Exhibit A. The County
Manager is hereby authorized to execute and deliver any documents required to formally
accept such proposal and the terms thereof. All actions taken by such officers or their
designees and the Financial Advisor and the County's Bond Counsel with respect to such
proposal prior to the date hereof are hereby authorized and ratified. To the extent of any
conflict between the provisions of this Resolution or the Loan Agreement and the proposal,
the provisions of this Resolution and the Loan Agreement shall prevail.
SECTION 7. APPROVAL OF FORM OF FORWARD NOTE
PURCHASE AGREEMENT. The terms and provisions of the Forward Note Purchase
Agreement in substantially the form attached hereto as Exhibit B are hereby approved, with
such changes, insertions and additions as the Chairman may approve. The County hereby
authorizes the Chairman to execute and deliver, and the Clerk to attest and affix the County
seal to, the Forward Note Purchase Agreement substantially in the form attached hereto as
4
Exhibit B, with such changes, insertions and additions as the Chairman may approve, his
execution thereof being conclusive evidence of such approval.
SECTION 8. APPROVAL OF FORM OF LOAN AGREEMENT AND
SERIES 2022B NOTE. The County hereby approves a term loan from the Noteholder in
the principal amount of not to exceed $76,000,000. The terms and provisions of the Loan
Agreement in substantially the form attached hereto as Exhibit C are hereby approved,with
such changes, insertions and additions as the Chairman may approve. The County hereby
authorizes the Chairman to execute and deliver, and the Clerk to attest and affix the County
seal to, the Loan Agreement substantially in the form attached hereto as Exhibit C, with
such changes, insertions and additions as the Chairman may approve, his execution thereof
being conclusive evidence of such approval. In order to evidence the loan under the Loan
Agreement, it is necessary to provide for the execution of the Series 2022B Note. The
Chairman and the Clerk are authorized to execute and deliver the Series 2022B Note
substantially in the form attached to the Loan Agreement as Exhibit A with such changes,
insertions and additions as they may approve, their execution thereof being evidence of
such approval.
SECTION 9. AUTHORIZATION OF ESCROW DEPOSIT
AGREEMENT. The terms and provisions of the Escrow Deposit Agreement in
substantially the form attached hereto as Exhibit D are hereby approved,with such changes,
insertions and additions as the Chairman may approve. The County hereby authorizes the
Chairman to execute and deliver, and the Clerk to attest and affix the County seal to, the
Escrow Deposit Agreement substantially in the form attached hereto as Exhibit D, with
such changes, insertions and additions as the Chairman may approve, his execution thereof
being conclusive evidence of such approval. Hancock Whitney Bank is hereby appointed
the initial Escrow Agent under the Escrow Deposit Agreement. The Clerk shall determine,
upon the advice of the Financial Advisor and the County's Bond Counsel, the amount of
proceeds of the Series 2022B Note to be deposited to the escrow deposit trust fund
established under the Escrow Deposit Agreement and the securities, if any, to be purchased
under the terms and provisions of the Escrow Deposit Agreement.
SECTION 10. LIMITED OBLIGATION. The obligation of the
County to repay the Series 2022B Note is a limited and special obligation payable from
Non-Ad Valorem Revenues solely in the manner and to the extent set forth in the Loan
Agreement and shall not be deemed a pledge of the faith and credit or taxing power of the
County and such obligation shall not create a lien on any property whatsoever of or in the
County. The Non-Ad Valorem Revenues shall consist of legally available Non-Ad
Valorem Revenues budgeted and appropriated by the Board to pay debt service on the
Series 2022B Note, all in the manner and to the extent described in the Loan Agreement.
SECTION 11. GENERAL AUTHORIZATION. The Chairman, the
County Manager and the Clerk are authorized to execute and deliver such documents,
instruments and contracts, whether or not expressly contemplated hereby, by the Forward
5
Note Purchase Agreement or by the Loan Agreement, and the County Attorney and other
employees or agents of the County are hereby authorized and directed to do all acts and
things required hereby or thereby as may be necessary or desirable for the full, punctual
and complete performance of all the terms, covenants, provisions and agreements herein
and therein contained, or as otherwise may be necessary or desirable to effectuate the
purpose and intent of this Resolution.
SECTION 12. REPEAL OF INCONSISTENT DOCUMENTS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
SECTION 13. EFFECTIVE DATE. This Resolution shall become effective
immediately upon its adoption.
DULY ADOPTED, this 8th day of March, 2022.
COLLI Y, FLORIDA
(SEAL)
W. tam L. McDanie , r.,
Chairman, Board of County Commi:sioners
ATTESTED:
Crystal K. Kinzel, Clerk of the Circuit
Court and Comptroller of Collier County,
Florida
Approve as t F rm and Legality:
Jeffrey A. la kow, County Attorney
6
EXHIBIT A
Raymond James Capital Funding, Inc. Proposal
[See Tab No. 51
RAYMOND JAMFS
January 26, 2022
Re: Collier County, FL—Special Obligation Refunding Revenue Note, Series 2022A&B
On behalf of Raymond James Capital Funding, Inc., we are pleased to submit the attached direct loan
proposal including the terms and conditions applicable to make a fixed rate term loan(s) to Collier
County pursuant to the Request for Quotes dated January 5th. Please note that this term sheet is for
discussion purposes only and does not represent a commitment to lend. If the County wishes to work
with the Lender on the proposed financing,the Lender will proceed with diligence to secure final credit
approval.
Transaction Overview
Borrower: Collier County, Florida (the "County")
Lender: Raymond James Capital Funding, Inc. — a subsidiary of Raymond James Bank
(the "Lender")
Facility/Purpose: The obligation will be in the form of a fixed rate loan(s) evidenced by the
County's Special Obligation Refunding Revenue Note, Series 2022A (the
"2022A Note") or Series 2022B (the "2022B Note") (collectively "the 2022
Notes").The proposed Series 2022A Note will be used to: (1) refund, on a tax-
exempt current basis, all or a portion of the County's Special Obligation
Refunding Revenue Bonds, Series 2011, and (2) to pay the cost of issuance.
The proposed Series 2022B Note will be used to: (1) refund, on a tax-exempt
forward delivery basis, the County's Special Obligation Refunding Revenue
Bonds, Series 2013, and (2)to pay the cost of issuance. The Series 2011 Bonds
were first callable on October 1, 2022, and the Series 2013 Bonds are first
callable on October 1, 2022.
Amount: Series 2022A-Approximately$34,000,000
Series 2022E-Approximately$76,000,000
Security: The principal of and interest on the Series 2022 Notes will be secured by a
covenant of the County to budget and appropriate sufficient Non-Ad Valorem
Revenues (the "Covenant Revenues"). The Series 2022 Notes shall not be or
constitute a general obligation or indebtedness of the County.
Closing Date: On or before March 15, 2022 (the "Closing Date")
Raymond James Capital Funding, Inc.
710 Carillon Parkway//St. Petersburg, FL 33716//727.567.8000//raymondjamesbank.com
Term/Maturity: The 2022A Note shall mature no later than October 1, 2029 and the 2022E
Note shall mature no later than October 1, 2035 as shown in the preliminary
amortization schedules below. Interest payments on the outstanding principal
balance of the 2022 Notes shall be calculated on a 30/360-day basis and paid
semiannually on April 1 and October 1, beginning October 1, 2022.
Collier County
Special Obligation Refunding Revenue Note,
Series 2022A
Maturity Date Principal
10/1/2022 $ 7,845,000
10/1/2023 8,305,000
10/1/2024 8,430,000
10/1/2025 1,645,000
10/1/2026 1,670,000
10/1/2027 1,690,000
10/1/2028 1,715,000
10/1/2029 1,740,000
Total $33,040,000
Collier County
Special Obligation Refunding Revenue Note,
Series 2022E
Maturity Date Principal
10/1/2022 $ 275,000
10/1/2023 555,000
10/1/2024 565,000
10/1/2025 8,280,000
10/1/2026 5,295,000
10/1/2027 5,400,000
10/1/2028 5,510,000
10/1/2029 5,625,000
10/1/2030 7,745,000
10/1/2031 7,905,000
10/1/2032 8,065,000
10/1/2033 8,225,000
10/1/2034 5,985,000
10/1/2035 6,105,000
Total $75,535,000
Raymond James Capital Funding, Inc.
710 Carillon Parkway// St. Petersburg, FL 33716//727.567.8000 I!raymondjamesbank.corn
2022A Note Structure: On or before the Closing Date, the County and the Lender will close a tax-
exempt loan to refund on a current basis, all or a portion of the County's
Special Obligation Refunding Revenue Bonds, Series 2011.
2022E Note Structure: On or before the Closing Date the County and the Lender shall enter into a
forward delivery agreement in form and substance satisfactory to Lender and
County to set the fixed interest rate on the 2022B Note with a funding date of
the loan on or about July 6, 2022 (the "Funding Date").
The Lender's obligation to fund the 2022B Note on the Funding Date shall be
subject to the receipt of(i) a certification of no defaults on any debt issued by
the County, and (ii) a tax-exempt opinion, together with a reliance letter
addressed to the Lender, from Bond Counsel acceptable to the Lender and
Lender Counsel, and other documents as bond counsel and counsel to the
Lender may reasonably request ("Funding Conditions"). All material
documentation and forms of opinions to be agreed to and final forms shall be
set forth in a forward delivery agreement.
If the County is unable to satisfy the Funding Conditions on the Funding Date,
the County shall pay Lender a fee equal to the present value of the difference
between (1) the amount that would have been realized by the Lender on the
amount of the 2022B Note for the term of the 2022B Note at the stated
Interest Rate and (2) the amount that would be realized by the Lender by
reinvesting such amount for the term of the 2022B Note, interpolated to the
nearest month, at the Replacement Rate + 0.25% in effect 5 Business Days
prior to the date of prepayment; both discounted at the Replacement Rate
(the "Breakage Fee"). Should the present value have no value or a negative
value, there will be no Breakage Fee.
Replacement Rate: For the purposes of the 2022E Note, "Replacement Rate" means the Standard
& Poor's Municipal Bond Yield Curve for AAA credits with a term closest to the
remaining term of the 2022E Note at the time of prepayment as such rate is
published in The Bond Buyer as of 5 Business Days prior to the date of
prepayment or if that index is not available such other comparable index
selected by the Lender.
Interest Rate: 2022A Note: The interest rate on the 2022A Note shall be fixed for the term
of the financing at a tax-exempt interest rate of 1.47%. This interest rate shall
be held until the Closing Date at no additional cost to the County and no rate
lock agreement shall be required. If the Closing Date occurs after March 15,
2022,the rate may be reset subject to market conditions at the time of closing.
Raymond James Capital Funding, Inc.
710 Carillon Parkway//St. Petersburg, FL 33716 II 727.567.8000//raymondjamesbank.corn
2022E Note: The interest rate on the 2022B Note shall be fixed for the term
of the financing at a tax-exempt interest rate of 1.85%.This interest rate shall
be locked until the Closing Date at no additional cost to the County and no
rate lock agreement shall be required. If the closing on the forward delivery
agreement occurs after March 15, 2022, the rate may be reset subject to
market conditions at the time of closing.
Original Issue
Discount: The Lender will make the loans at a discount of 0.25% of the par amount of
the 2022 Notes which discount shall be treated as original issue discount for
Federal income tax purposes.
Lender Counsel: The Lender shall be represented Michael Wiener with Holland & Knight LLP.
2022A Note: Lender Counsel's Responsibilities shall be limited to a review of
documents with fees capped at$9,500 to be paid by the County.
2022E Note: Lender Counsel's responsibilities shall be limited to a review of
documents and drafting the forward note purchase agreement with fees
capped at $23,500 to be paid by the County. Expenses of Bank Counsel of
$18,500 shall be due and payable by the County upon execution of forward
delivery agreement on the Closing Date, or failure to execute the forward
delivery agreement, with the remaining $5,000 due and payable upon the
Funding Date.The fees will be discounted by an aggregate of$2,000 if the loan
does not close and fund pursuant to the terms of the forward delivery
agreement.
Prepayment: Beginning October 1, 2023,the 2022 Notes may be prepaid in whole or in part
subject to a Prepayment Make-Whole Fee as described below. Partial
prepayments shall be applied in inverse order of maturity (treating sinking
fund installments as maturities) and shall be subject to a minimum amount of
$1,000,000 and increments of$5,000 in excess thereof.
2022A Note: Beginning October 1, 2027 the 2022A Note may be prepaid in
whole on any business day upon 30 days' prior written notice to the Lender at
100%of the then outstanding principal amount plus accrued interest.
2022E Note: Beginning October 1, 2031 the 2022E Note may be prepaid in
whole or in part on any business day upon 30 days' prior written notice to the
Lender at 100% of the then outstanding principal amount plus accrued
interest. Partial prepayments shall be applied in inverse order of maturity
(treating sinking fund installments as maturities) and shall be subject to a
minimum amount of$1,000,000 and increments of$5,000 in excess thereof.
Raymond James Capital Funding, Inc.
710 Carillon Parkway I/St. Petersburg, FL 33716 I/727.567.8000//raymondjamesbank.corn
Prepayment
Make-Whole Fee: The Prepayment Make-Whole Fee shall be equal to the present value of the
difference between (1) the amount that would have been realized by the
Registered Owner on the prepaid amount for the remaining term of the 2022B
Note at the stated Interest Rate or Default Rate as applicable and (2) the
amount that would be realized by the Registered Owner by reinvesting such
prepaid amounts for the remaining term of the 2022A Note, interpolated to
the nearest month, at the Replacement Rate+0.25% in effect 5 Business Days
prior to the date of prepayment; both discounted at the Replacement Rate.
Tax Treatment: Interest on the 2022 Notes shall be excludable from gross income for federal
income tax purposes. The County shall covenant to perform all actions,
functions or requirements in order to maintain the tax-exempt status on the
2022 Notes. The Lender shall be provided an opinion of Bond Counsel
satisfactory to the Lender and its counsel, which concludes that interest on
the 2022 Notes (including any original issue discount properly allocable to an
owner thereof) is excludable from gross income for federal income tax
purposes.
Taxability: The interest rate on the 2022 Notes shall be grossed-up for an event of
taxability caused by actions or inactions of the County. Upon an event of
taxability of the 2022 Notes, the interest rate shall increase to a taxable rate
as of the date of a determination of taxability including a payment reflecting
the difference between the tax-exempt and taxable rate from the
determination of taxability plus any penalties and interest paid or payable by
such Holder to the Internal Revenue Service by reason of such Determination
of Taxability.
The interest rate on the 2022 Notes shall not be adjusted due to changes in
the marginal corporate tax rate or capital requirements.
Conditions
Precedent: The Lender shall require an opinion from the County's Bond counsel that the
loans and loan documents are exempt from registration and qualification
under the Securities Act of 1933,as amended,and Trust Indenture Act of 1939,
as amended as well as standard validity and enforceability opinions. The
County and its agents shall deliver closing documents and make
representations customary in similar transactions and acceptable to the
Lender. So long as no other debt secured by Covenant Revenues is or will be
subject to acceleration, the 2022 Notes shall not be subject to acceleration.
While a preliminary review was performed prior to the issuance of this term
sheet, the final amount and terms shall be subject to credit approval as a
condition precedent to closing this transaction.
Raymond James Capital Funding, Inc.
710 Carillon Parkway// St. Petersburg, FL 33716 II 727.567.8000/!raymondjamesbank.com
Covenants: Covenants are anticipated to be consistent with those included in Article
IV of the Bond Resolution and shall include but not be limited to the Anti-
Dilution Test included therein, which covenants shall not be amended
without the consent of the Lender. The County shall provide the Lender
with annual audits within 210 days of the County's fiscal year-end and
budgets within 30 days of adoption. The County shall also provide such
other information as the Lender shall reasonably request.
Default Rate: Under any Event of Default, including but not limited to (i) a failure by the
County to timely pay any amount due under the 2022 Note documents on
the date on which such amount is due and payable under the terms of the
2022 Note documents, and (ii) the failure by the County to observe and
perform any term or covenant, condition or agreement on its part to be
observed or performed under the Note documents and such default shall
continue and not be cured for a period of 30 days from the earlier of
written notice of such default from the Lender or when the County had
knowledge of such default, and (iii) an event of default on any other debt
secured by Covenant Revenues, the interest rate on the 2022 Notes shall
accrue at the Default Rate.
The Default Rate shall be calculated at the greater of (a) the published
Federal Reserve Bank's Prime Rate +3%, (b) the Federal Funds Rate +5%,
or(c) 8%, per annum. Once the Event of Default is cured, the interest rate
will revert to the rate effective prior to the event of default.
Waiver of
Jury Trial: The County and the Lender shall waive, to the fullest extent permitted by law,
any right to have a jury participate in resolving any dispute in any way related
to the transactions contemplated hereby or any documents related thereto.
No Advisory or
Fiduciary Role: The County acknowledges and agrees that: (i) information contained in this
document regarding the 2022 Notes is for discussion purposes in anticipation
of engaging in arm's length commercial transactions with the County in which
the Lender would be acting solely as a principal to make a loan(s) to the
County, and not as a municipal advisor, financial advisor or fiduciary to the
County or any other person or entity regardless of whether the Lender or an
affiliate has or is currently acting as such on a separate transaction; (ii) the
Lender has not assumed any advisory or fiduciary responsibility to the County
with respect to the transaction contemplated hereby and the discussions,
undertakings and procedures leading thereto (irrespective of whether the
Lender or its affiliates have provided other services or are currently providing
other services to the County on other matters); (iii) the only obligations the
Lender has to the County with respect to the transaction contemplated hereby
expressly are set forth in this term sheet and the financing documents; and
(iv)the County has consulted its own legal,accounting,tax,financial and other
advisors, as applicable, to the extent it has deemed appropriate.
Raymond James Capital Funding, Inc.
710 Carillon Parkway// St. Petersburg, FL 33716!/727.567.8000/1 raymondjamesbank.com
Disclaimer: This term sheet includes information related to a direct purchase transaction
("Direct Purchase"). Please be advised that Direct Purchase is a product
offering of the Lender or a subsidiary thereof as lender/investor. Additionally,
the Lender has financial and other interests that differ from your interests. In
its capacity as lender/investor, Lender's sole role would be to enter into a loan
agreement to provide funds for the purpose stated above. Lender will not
have any duty or liability to any person or entity in connection with the
information provided herein. The information provided is not intended to be
and should not be construed as "advice" within the meaning of Section 15B of
the Securities Exchange Act of 1934.
Confidentiality: This term sheet is confidential and proprietary, and terms herein may not be
disclosed without our prior written consent, except to your professional
advisors in connection with the 2022 Notes who agree to be bound by such
confidentiality requirements, or as may be required by law. Notwithstanding
anything herein to the contrary, any party hereto may disclose to any and all
persons, without limitation of any kind, the tax treatment or tax structure of
this transaction. Furthermore, the parties to this transaction may disclose, as
required by federal or state laws, any information as required to comply with
such federal or state laws.
This term sheet will expire and the transaction must close on or before March 15,2022 unless extended
by Lender. Thank you for the opportunity to be of service to Collier County. Should you have any
questions, please contact me at the number below.
Sincerely,
„7. r-
Cord D. King
Tax-Exempt Lending Manager
Raymond James Capital Funding, Inc.
710 Carillon Parkway
St. Petersburg, FL 33716
(p) 727.567.2055
(c) 727.215.5226
cord.king@raymondiames.com
Raymond James Capital Funding, Inc.
710 Carillon Parkway// St. Petersburg, FL 33716!/727.567.8000//raymondjamesbank.com
EXHIBIT B
Form of Forward Note Purchase Agreement
[See Tab No. 2]
$75,560,000
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE NOTE
SERIES 2022B
FORWARD NOTE PURCHASE AGREEMENT
This Forward Note Purchase Agreement (this "Agreement") is dated March 15, 2022 and
is between Raymond James Capital Funding, Inc. (together with its successors and assigns, the
"Lender")and Collier County,Florida,a political subdivision of the State of Florida(the "Issuer").
1. Purchase and Sale. Upon the terms and conditions and in reliance upon the
representations, warranties, covenants and agreements set forth herein, the Lender hereby agrees
to make a fixed rate loan evidenced by a note described in the above heading (the "Note"). The
Lender shall purchase and the Issuer agrees to sell to the Lender, all (and not less than all) of the
principal amount of the Note; such purchase and sale shall occur on the Closing Date (as defined
in Paragraph 5 hereof). The purchase price of the Note will be $75,371,100, which represents the
principal amount of the Note of$75,560,000, less an original issue discount of 0.25%.
The Note shall be issued under and secured pursuant to the provisions of a Resolution
adopted by the Issuer on March 8, 2022 (the "Resolution"). Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Resolution. Capitalized terms referenced
to the Loan Agreement shall have such meanings as given in the form of the Loan Agreement
attached hereto as Exhibit "D"
The Note shall mature, bear interest and be subject to payment and have all other terms as
set forth in the Resolution, herein and in Exhibit "D" hereto. The information required by Section
218.385(2), (3) and (6), Florida Statutes, as amended, to be provided by the Lender is set forth in
Exhibit "A" attached hereto. The Note is being issued for the principal purpose of providing funds
for the refunding of the Issuer's outstanding Special Obligation Refunding Revenue Bonds, Series
2013 (the "Refunded Bonds").
2. Break Funding Event; Breakage Fee.
(a) The following events shall be "Break Funding Events" and a Break Funding Event
shall be deemed to have occurred, if:
(i) between the date hereof and the Closing Date, any default shall be made in
the payment of the principal of, sinking fund payment, redemption premium or interest on any
indebtedness of the Issuer in an original principal amount of$100,000 or greater;
(ii) between the date hereof and the Closing Date, there shall have occurred and
be continuing an event of default or a default, which with the passage of time or giving of notice
would become an event of default with regard to any indebtedness secured by a covenant to budget
and appropriate non-ad valorem revenues;
(iii) any representation or warranty made by the Issuer herein or in any statement
or certificate furnished to the Lender with respect to the Note or furnished by the Issuer pursuant
hereto shall prove untrue in any material respect as of the making thereof;
(iv) the Issuer shall (a) admit in writing its inability to pay its debts generally as
they become due or files a petition in bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of a receiver or trustee for itself; or (b) is adjudged
insolvent by a court of competent jurisdiction, or it is adjudged a bankrupt on a petition in
bankruptcy filed by the Issuer,or an order,judgment or decree is entered by any court of competent
jurisdiction appointing, without the consent of the Issuer, a receiver or trustee of the Issuer or of
the whole or any part of its property, and if the aforesaid adjudications, orders, judgments or
decrees shall not be vacated or set aside or stayed within sixty (60) days from the date of entry
thereof; or (c) files a petition or answer seeking reorganization or any arrangement under the
federal bankruptcy laws or any other applicable law or statute of the United States of America or
the State of Florida (the "State"), then a Break Funding Event shall be deemed to have occurred
immediately upon the occurrence of such event;
(v) the Issuer shall in writing claim,or repudiate its obligations under,or initiate
any legal proceedings to seek an adjudication that, any of the provisions of this Agreement or any
other indebtedness are not valid or binding on the Issuer;
(vi) on or before the Closing Date, the Issuer notifies the Lender in writing,
which notice shall be irrevocable, that the Issuer has determined that the Note shall not be issued,
acknowledging the same to be a "Break Funding Event" and specifying the effective date of such
Break Funding Event (which date shall not be later than the Closing Date, and which shall be
deemed to be the Closing Date if no earlier date is specified);
(vii) on the Closing Date,the Issuer shall not have satisfied the conditions of the
obligation of the Lender to purchase the Note as set forth in Paragraph 5 hereof.
Notwithstanding the foregoing clause (vii), if the Issuer provides the opinion and reliance
letter of Bond Counsel described in Paragraph 6(c)(i) hereof,with the exception that such opinion
does not include an opinion that the interest on the Note is excludable from the gross income of
the holder thereof for purposes of federal income taxation (the "Tax Exempt Opinion"), such
failure shall not in and of itself constitute a Break Funding Event if, and only if, the Issuer agrees
in writing on or prior to the Closing Date that the interest to be paid on the Note is not, as of the
Closing Date, excludable from gross income for federal income tax purposes, in which event the
interest rate borne by the Note shall be 2.52%.
As of and after the date of occurrence of any Break Funding Event, the Lender shall have
no obligation to purchase the Note. Notwithstanding the foregoing, the failure of the Issuer to
deliver the Note on the Closing Date or for Bond Counsel to deliver the Tax Exempt Opinion due
to a breach by the Lender of Section 6(d) of this Agreement shall not be a Break Funding Event.
(b) If a Break Funding Event occurs, then the Issuer shall pay the Lender a Breakage
Fee within five (5) Business Days of the Closing Date with regard to Section (2)(a)(vi) and (vii)
and immediately in all other events. If any Breakage Fee is not paid to the Lender when due, it
will accrue interest,payable on demand, at the Default Rate (as defined in the herein defined Loan
Agreement). The Breakage Fee will be calculated as if the Note had been issued on the date of the
Break Funding Event and then been immediately prepaid in full,based on the following formula:
The Issuer shall pay the Lender a fee equal to the present value of the difference between
(1)the amount that would have been realized by the Lender on the amount of the Note for the term
2
of the Note at the stated interest rate and (2) the amount that would be realized by the Lender by
reinvesting such amount for the term of the Note, interpolated to the nearest month, at the
Replacement Rate (as defined herein)plus 0.25%in effect five (5)Business Days prior to the date
of the breakage;both discounted at the Replacement Rate(the"Breakage Fee"). Should the present
value have no value or a negative value, there will be no Breakage Fee. For purposes of this
Agreement and the Note, "Replacement Rate" means the Standard&Poor's Municipal Bond Yield
Curve for AAA credits with a term closest to the remaining term of the Note at the time of the
breakage as such rate is published in The Bond Buyer as of five(5)Business Days prior to the date
of the breakage or if that index is not available such other comparable index selected by the Lender.
3. Representations, Warranties and Agreements.
(a) The Issuer represents and warrants to and agrees with the Lender that, as of
the date hereof(i) the purchase and sale of the Note pursuant to this Agreement is an arm's-length
commercial transaction between the Issuer and the Lender, (ii) in connection therewith and with
the discussions,undertakings and procedures leading up to the consummation of such transaction,
the Lender is not a fiduciary of the Issuer, (iii)the Lender has not assumed an advisory or fiduciary
responsibility in favor of the Issuer with respect to the transaction contemplated hereby or the
discussions, undertakings and procedures leading thereto and the Lender has no obligation to the
Issuer with respect to the transaction contemplated hereby except the obligations expressly set
forth in this Agreement and (iv) the Issuer has consulted with its own legal, financial and other
advisors to the extent it has deemed appropriate. The Lender has financial and other interests that
differ from those of the Issuer.
(b) The Issuer is a duly organized and validly existing political subdivision
under the Florida Constitution and other laws of the State and has, full legal right, power and
authority (i) to execute and deliver this Agreement, the Loan Agreement to be executed between
the Issuer and the Lender relating to the Note(the "Loan Agreement"),to adopt the Resolution and
all other agreements executed and delivered by the Issuer in connection with the Note(collectively,
the "2022 Loan Documents"), (ii) to adopt the Resolution, (iii) to sell, execute, issue and deliver
the Note to the Lender, (iv) to covenant to budget and appropriate Non-Ad Valorem Revenues to
the repayment of the Note and (v) to apply the proceeds of the Note in accordance with the 2022
Loan Documents. The Issuer has adopted the Resolution and the Resolution constitutes the legal,
binding and valid obligation of the Issuer, enforceable in accordance with its terms.
(c) The Issuer has complied with all of the provisions of the Constitution and
laws of the State,including the Act, and has full power and authority to enter into and consummate
all transactions contemplated by this Agreement or under the Note, and to perform all of its
obligations hereunder, and to the best knowledge of the Issuer, the transactions contemplated
hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree,
agreement, instrument or commitment to which the Issuer is a party or by which the Issuer is
bound.
(d) The Issuer is duly authorized and entitled to enter this Agreement and,when
executed and delivered, this Agreement will constitute a legal, valid and binding obligation of the
Issuer enforceable in accordance with its terms, subject as to enforceability to bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally,
or by the exercise of judicial discretion in accordance with general principles of equity.
3
(e) The Issuer is not, in material breach of or in material default under any
constitutional provision,applicable law or administrative rule or regulation of the State,the United
States,or of any department,division,agency or instrumentality of either thereof or any applicable
court or administrative decree or order, or any loan agreement, note, ordinance, resolution,
indenture, contract, agreement or other instrument to which the Issuer is subject or by which the
Issuer is bound, which in any material way, directly or indirectly, affects the issuance of the Note
or the validity thereof, the validity or adoption of the Resolution, or the execution and delivery of
the Note, this Agreement,the 2022 Loan Documents or the other instruments contemplated by the
issuance of the Note to which the Issuer is or will be a party, and compliance with the provisions
of each thereof, will not materially conflict with or constitute a material breach of or material
default under any constitutional provision, applicable law or administrative rule or regulation of
the State, the United States, or of any department, division, agency or instrumentality of either
thereof.
(f) Except as previously disclosed to Lender in writing, no controversy,
litigation or proceeding of any nature is now pending or, to the best of the Issuer's knowledge,
threatened in any court or before any governmental agency:
(i) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale,
execution or delivery of the Note or the execution, delivery and performance of this
Agreement or the 2022 Loan Documents; or
(ii) in any way contesting or affecting (a) the validity or enforceability of this
Agreement,the Loan Agreement or the Note,or (b) any proceedings of or on behalf of the
Issuer taken with respect to the issuance and sale of the Note, or (c) the adoption of the
Resolution, or (d) authority to covenant to budget and appropriate Non-Ad Valorem
Revenues, or(e)the title to office of the members of the Board of County Commissioners
of the Issuer; or (f) the status of the interest on the Note as excludable from gross income
for federal income tax purposes; or
(iii) in any manner questioning(a)the proceedings or authority for entering into
the Loan Agreement or the issuance of the Note, or (b) any provisions made or authorized
for the payment of the Note, or(c)the existence of the Issuer, or(d)the power of the Issuer
to enter into the Loan Agreement,to issue the Note or to adopt the Resolution or undertake
any other transactions contemplated by the 2022 Loan Documents; or
(iv) which would have a material adverse effect upon the operations or financial
condition of the Issuer or to the contemplated use of the proceeds of the Note or would
result in any material adverse change in the ability of the Issuer to pay debt service on the
Note.
(g) None of the Issuer's proceedings or authority for the issuance, sale,
execution and delivery by the Issuer of the Note, or the execution and delivery of this Agreement
and the Loan Agreement or the adoption of the Resolution,has been repealed,modified,amended,
revoked or rescinded.
(h) The Issuer will apply the proceeds of the Note in accordance with the
Resolution and the Loan Agreement.
4
(i) All approvals,consents, authorizations,elections and orders of,or filings or
registrations with, any governmental authority, legislative body, board, agency or commission
having jurisdiction which would constitute a condition precedent to,or the absence of which would
materially adversely affect: (i)the issuance and sale to the Lender of the Note; or(ii)the execution
and delivery by the Issuer of, or the performance by it of its obligations under the Note and Loan
Agreement, have been obtained and are in full force and effect.
(j) The financial statements of the Issuer for its fiscal year ending September
30, 2021 fairly present the financial position and results of operations of the Issuer as of the dates
for the periods therein set forth in accordance with generally accepted accounting principles
consistently applied, and since the date thereof, there has been no material adverse change in the
financial position and results of operations of the Issuer, and the Issuer has not incurred any
material liabilities other than in the ordinary course of business, except as set forth in writing to
the Lender.
4. Closing Conditions for this Agreement. The Lender is entering into this Agreement
in reliance upon the representations,warranties, covenants and agreements of the Issuer contained
herein and in reliance upon the representations, warranties, covenants and agreements to be
contained in the documents and instruments to be delivered on the date hereof and upon the
performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the
Closing Date. Accordingly, the Lender's obligation under this Agreement to purchase and to
accept delivery of the Note shall be conditioned upon the performance by the Issuer of its
obligations to be performed hereunder and under such documents and instruments to be delivered
on or before the date hereof and shall also be subject to the delivery of an opinion of the County
Attorney ("County Attorney"), addressed to at least the Lender, in substantially the form attached
hereto as Exhibit "E".
5. The Closing. At 1:00 p.m., local time, July 6, 2022 (such date herein called the
"Closing Date"), or at such later time or on such later date as may be mutually agreed upon by the
Issuer and the Lender,the Issuer shall, subject to the terms and conditions hereof, deliver the Note
to the Lender, duly executed, together with the other documents hereinafter mentioned, and,
subject to the terms and conditions hereof, the Lender shall accept such delivery and pay the
purchase price of the Note as set forth in Paragraph 1 hereof in Federal funds to the order of the
Issuer or as may otherwise be instructed in writing by the Issuer(such delivery of and payment for
the Note herein called the "Closing"). The Closing shall occur at the offices of the Issuer in Naples,
Florida,or such other place as shall have been mutually agreed upon by the Issuer and the Lender.
The Note shall be prepared and delivered as fully registered Note in the form attached hereto as
Exhibit "D."
6. Closing Conditions at the Closing. The Lender is entering into this Agreement in
reliance upon the representations, warranties and agreements of the Issuer contained herein, and
in reliance upon the representations, warranties and agreements to be contained in the documents
and instruments to be delivered at the Closing, and upon the performance of the covenants and
agreements herein, as of the date hereof and as of the date of the Closing. Accordingly, the
Lender's obligation under this Agreement to purchase,to accept delivery of and to pay for the Note
shall be conditioned upon the performance of the covenants and agreements to be performed
hereunder and under such other documents and instruments to be delivered at or prior to the
Closing, and shall also be subject to the following additional conditions:
5
(a) At the date of execution hereof and at the Closing (i) the Resolution shall
have been duly approved and adopted by the Issuer, shall be in full force and effect and (ii) the
Resolution shall not have been amended since its date of adoption except to the extent the Lender
shall have given its prior written consent. On the Closing Date,the Note and the Loan Agreement
will have been duly authorized, executed and delivered by the Issuer and will, upon execution and
delivery thereof constitute legal, valid and binding obligations of the Issuer enforceable against
the Issuer in accordance with their respective terms, except to the extent that the enforceability
thereof may be limited by bankruptcy or other laws affecting creditors'rights generally and except
that equitable remedies lie in the discretion of the court and may not be available.
(b) At the Closing, there will be no pending or, to the knowledge of the Issuer,
threatened litigation or proceeding of any nature seeking to restrain or enjoin the issuance, sale or
delivery of the Note, or challenging the authority of the Issuer to covenant to budget and
appropriate Non-Ad Valorem Revenues or in any way contesting or affecting the validity or
enforceability of the Note, the Resolution, the Loan Agreement (as defined herein) or this
Agreement or contesting in any way the proceedings of the Issuer taken with respect thereto, or
contesting in any way the due existence or powers of the Issuer or the title of any of the members
or officials of the Issuer, or that would materially adversely affect the operations or condition
(financial or otherwise)of the Issuer, and the Lender will receive the certificate of the Issuer to the
foregoing effect, or opinions of Counsel to the Issuer that any such litigation is without merit.
(c) At the Closing, the Lender shall receive all of the documents required to be
delivered by the Resolution and, in addition, the following documents, each dated as of the
Closing:
(i) The opinion of Nabors Giblin& Nickerson, P.A., Bond Counsel, dated the
Closing Date, in substantially the form attached hereto as Exhibit "B";
(ii) An opinion of Jeffrey A. Klatzkow, County Attorney, addressed to at least
the Lender, in substantially the form attached hereto as Exhibit "C;"
(iii) A certificate dated the Closing Date, signed by the Chairman and the Clerk
of the Issuer or other appropriate official satisfactory to the Lender, to the effect that, to the best
knowledge of such individual, (A) the representations of the Issuer herein are true and correct in
all material respects as of the Closing Date; (B) the Issuer has performed all obligations to be
performed and has satisfied all conditions on its part to be observed or satisfied under this
Agreement, the Resolution and the Loan Agreement, as of the Closing Date; (C)there is no event
of default and no event which, with the lapse of time or giving of notice, or both, would constitute
an event of default under the Loan Agreement and (D) there is no litigation pending or threatened
(1) to restrain or enjoin the issuance or delivery of any of the Note, (2) in any way contesting or
affecting any authority for the issuance of the Note or the validity of the Note, the Resolution, the
Loan Agreement or this Agreement, (3) in any way contesting the corporate existence or powers
of the Issuer,(4)challenging the authority of the Issuer to covenant to budget and appropriate Non-
Ad Valorem Revenues or the application thereof to make the payments on the Note, or (5) that
would materially adversely affect the operations or condition(financial or otherwise)of the Issuer;
and
(iv) A copy of the Resolution certified by the Clerk of the Issuer as being
complete and in full force and effect, the fully executed Note.
6
(v) A copy of the fully executed Loan Agreement between the Issuer and the
Lender, in substantially the form attached to the Resolution as Exhibit "C".
(vi) A copy of the fully executed Escrow Deposit Agreement between the Issuer
and the escrow agent thereunder, in substantially the form attached to the Resolution as
Exhibit "D".
(d) At the Closing the Lender shall assist the Issuer in establishing the issue
price of the Note and shall execute and deliver to the Issuer on the Closing Date an "issue price"
or similar certificate in such form as reasonably required by Bond Counsel to delivery its opinion
on the excludability of the interest from the gross income of the Lender for federal income tax
purposes.
All of the evidence, opinions, letters, certificates, instruments and other documents,
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof if, but only if, they are fully completed and executed by all required parties in
the form specified herein or are otherwise in form and substance satisfactory to the Lender and its
counsel.
If the conditions to the obligations of the Lender to purchase, to accept delivery of and to
pay for the Note contained in this Agreement are not satisfied, or if the obligations of the Lender
to purchase, to accept delivery of and to pay for the Note shall be terminated for any reason
permitted by this Agreement,this Agreement shall terminate and neither the Lender nor the Issuer
shall be under any further obligation hereunder, except that the respective obligations of the Issuer
and the Lender set forth in Paragraphs 2 and 7 hereof shall continue in full force and effect.
The Lender may terminate this Agreement by notification from the Lender to the Issuer, or
upon mutual consent of the parties modify the date of Closing, if at any time on or after the date
of this Agreement and at the time of or prior to the Closing:
(a) There shall be in force a general suspension of trading on the New York
Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in force,
or maximum ranges for prices for securities shall have been required and be in force on the New
York Stock Exchange whether by virtue of a determination by the New York Stock Exchange or
by order of the Securities and Exchange Commission or any other governmental authority having
jurisdiction; or
(b) a general banking moratorium shall have been declared by either federal,
Florida or New York authorities having jurisdiction and then in force or a major financial crisis or
a material disruption in commercial banking or securities settlement or clearance services shall
have occurred the effect of which in the opinion of the Lender which prevents or makes impractical
the purchase of the Note by the Lender.
7. Expenses. The Lender shall be under no obligation to pay, and the Issuer shall pay,
such expenses incident to the issuance of the Note and the performance of the Issuer's obligations
hereunder, including, but not limited to the following expenses: (i) the cost of preparing the
Resolution,the Loan Agreement and the Note; (ii)the fees and disbursements of the Bond Counsel
and Counsel to the Issuer; (iii) the fees and disbursements of the financial advisor to the Issuer;
and (iv) the fees and disbursements of any experts, accountants, consultants or advisors retained
7
by the Issuer or the Corporation. The Issuer shall pay the fee of counsel to the Lender in the
amount of$23,500, payable (i) in the amount of$18,500 on the date hereof and (ii) in the amount
of$5,000 on the earlier of the Closing Date or the date on which a Break Funding Event occurs.
8. Waiver of Jury Trial. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding
directly or indirectly arising out of or relating to this agreement or any other document executed
in connection herewith or the transactions contemplated hereby or thereby (whether based on
contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or
attorney of any other person has represented, expressly or otherwise,that such other person would
not, in the event of litigation, seek to enforce the foregoing waiver, (b) acknowledges that it and
the other parties hereto have been induced to enter into this agreement and the other documents
contemplated hereby by, among other things, the mutual waivers and certifications in this section
and(c) certifies that this waiver is knowingly, willingly and voluntarily made.
9. Counterparts. This Agreement may be executed in several counterparts, which
together shall constitute one and the same instrument.
10. Assignment. This Agreement cannot be assigned by either party hereto; provided,
however, that, notwithstanding anything herein contained to the contrary, the Lender may assign
this Agreement to any affiliate of the Lender, and any affiliate of the Lender may assign this
Agreement to the Lender or any other affiliate of the Lender; and provided further that any
company into which the Lender (or any affiliate of the Lender that may have been assigned this
Agreement as above provided) may be merged or with which it may be consolidated or any
company resulting from any merger, conversion or consolidation to which it shall be a party or
any company to which the Lender(or any affiliate of the Lender that may have been assigned this
Agreement as above provided) may sell or transfer all or substantially all of its lending business
shall be the successor to the Lender (or such affiliate of the Lender that may have been assigned
this Agreement as above provided) hereunder, without any further act, deed or conveyance and
notwithstanding any prohibitions or conditions contained herein with respect to assignability of
this Agreement by the Lender (or any affiliate of the Lender that may have been assigned this
Agreement as above provided).
11. Florida Law Governs. The validity, interpretation and performance of this
Agreement shall be governed by the laws of the State of Florida.
12. Notices. Any notice, demand, direction, request or other instrument authorized or
required by this Agreement to be given to the Issuer or the Lender shall be sent by United States
certified mail, first-class postage prepaid, return receipt requested, or by overnight common
courier, addressed as follows (unless changed as hereinafter provided):
To the Issuer:
Collier County, Florida
Collier County Government Complex
3299 East Tamiami Trail, Building F, Suite 202
Naples, Florida 34112
Attention: County Manager
8
To the Lender:
Raymond James Capital Funding, Inc.
710 Carillon Parkway
St. Petersburg, Florida 33716
Attention: Cord King, Senior Vice President
Email: Cord.King@RaymondJames.com
[Signature Page Follows]
9
Upon written notice to the respective parties mentioned above given in the manner
provided above, any of the above or subsequent addresses may be changed.
RAYMOND JAMES CAPITAL FUNDING,INC.
.
By:
Name: Cord King J
Title: Senior Vice President
COLLIER COUNTY, FLORIDA
By:
Name: William L. McDaniel. Jr.
Title: Chairman, Board of County
Commissioners
ATTESTED:
By:
Name: Derek M. Johnssen
Title: Deputy Clerk
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Jeffrey A. Klatzkow
Title: County Attorney
[SIGNATURE PAGE TO THE FORWARD NOTE PURCHASE AGREEMENT]
Upon written notice to the respective parties mentioned above given in the manner
provided above, any of the above or subsequent addresses may be changed.
RAYMOND JAMES CAPITAL FUNDING, INC.
By:
Name: Cord King
Title: Senior Vice President
COLLI C UN FLO
By:
Name: William L. McDaniel, Jr.
Title: Chairman, Board of County
Commissioners
ATTESTED:
By: __-----..
Nam : Derek M. Johnssen
Title: Deputy Clerk
APPROVED A T N&D bEGALITY:
By:
Name: Jeff y A Ka zkow
Title: Cou ty torney
[SIGNATURE PAGE TO THE FORWARD NOTE PURCK4SE AGREEMENT]
EXHIBIT "A"
FORM OF LENDER'S DISCLOSURE LETTER
RAYMOND JAMES CAPITAL FUNDING, INC.
DISCLOSURE LETTER
AND
TRUTH-IN-BONDING STATEMENT
March 15, 2022
Board of County Commissioners
of Collier County, Florida
St. Augustine, Florida
Ladies and Gentlemen:
In connection with the purchase of the $75,560,000 principal amount of the Collier
County, Florida Special Obligation Refunding Revenue Note, Series 2022B (the "Series
2022B Note") authorized to be issued pursuant to a resolution adopted by Collier County,
Florida (the "Issuer") on March 8, 2022, authorizing the execution and delivery of a Loan
Agreement to be dated as of July 6, 2022 (the "Loan Agreement"), between the Issuer and
Raymond James Capital Funding, Inc. (the "Noteholder"),the issuance of the Series 2022B
Note and the execution and delivery of a Forward Note Purchase Agreement, dated as of
March 15, 2022, between the Issuer and the Noteholder, the Noteholder hereby
acknowledges and represents that (1) the Noteholder is familiar with the Issuer as it relates
to the Loan Agreement and the Series 2022B Note; (2) the Noteholder has been furnished
certain business and financial information about the Issuer; (3) the Issuer has made
available to the Noteholder the opportunity to obtain additional information and to evaluate
the merits and risks of the purchase of the Series 2022B Note; and (4) the Noteholder has
had the opportunity to ask questions of and receive answers from representatives of the
Issuer concerning the terms and conditions of the purchase and the information supplied to
the Noteholder.
The Noteholder acknowledges that it has been advised that the Series 2022B Note
will not be registered under the Securities Act of 1933, as amended, in reliance upon the
exemption contained in Section 3(a)(2) thereof, and that the Issuer is not presently
registered under Section 12 of the Securities and Exchange Act of 1934, as amended. The
Noteholder, therefore, realizes that if and when the Noteholder wishes to resell the Series
2022B Note, there may not be available current business and financial information about
the Issuer. Further, no trading market now exists for the Series 2022B Note. Accordingly,
the Noteholder understands that it may need to bear the risks of this purchase for an
indefinite time, since any sale prior to the maturity of the Series 2022B Note may not be
possible or may be at a price below that which the Noteholder is paying for the Series
2022B Note.
Exhibit A - Page 1
The Noteholder acknowledges that the Series 2022B Note is being purchased as part
of a direct purchase of the Series 2022B Note negotiated directly between the Issuer and
the Noteholder and that no disclosure document has been prepared in connection with the
issuance of the Series 2022B Note.
The Noteholder is purchasing the Series 2022B Note for its own loan account and
not with a present view to any distribution of the Series 2022B Note or any interest therein
or portion thereof, provided that the Noteholder retains the right at any time to dispose of
the Series 2022B Note as it may determine to be in its best interests. In the event that the
Noteholder disposes of its interest in the Series 2022B Note in the future, the Noteholder
acknowledges the restrictions on transfer set forth in the Loan Agreement.
The Noteholder acknowledges and agrees that the Series 2022B Note shall be
secured solely as provided in the Resolution and the Loan Agreement, it being understood
that neither the Series 2022B Note nor the interest represented thereby shall be or constitute
a general obligation of the Issuer,the State of Florida, or any political subdivision or agency
thereof, or a pledge of the faith and credit of the Issuer, the State of Florida, or any political
subdivision or agency thereof, or a lien upon any property of or located within the
boundaries of the Issuer, but shall be secured by a covenant of the Issuer to budget and
appropriate Non-Ad Valorem Revenues (as defined in the Loan Agreement) in the manner
provided in the Loan Agreement.
Pursuant to the provisions of Section 218.385, Florida Statutes, as amended, the
Noteholder is providing the following information with respect to the purchase of the Series
2022B Note. The Noteholder represents to you as follows:
(a) The nature and estimated amounts of expenses to be incurred by the
Noteholder in connection with the issuance and sale of the Series 2022B Note are:
Noteholder Counsel Fee and Expenses
(to be paid by the Issuer) $23,500
(b) There are no "finders," as defined in Section 218.386,Florida Statutes,
as amended, in connection with the issuance of the Series 2022B Note.
(c) No underwriter's discount or commitment fee is expected to be
realized by the Noteholder in connection with the issuance of the Series 2022B
Note; provided, however, the Noteholder is purchasing the Series 2022B Note at an
original issue discount of$188,900.00.
(d) No management fee will be charged by the Noteholder in connection
with the issuance of the Series 2022B Note.
(e) No other fee, bonus or other compensation will be paid by the
Noteholder in connection with the issuance of the Series 2022B Note to any person
Exhibit A - Page 2
not regularly employed or retained by the Noteholder (including a "finder" as
defined in Section 218.386, Florida Statutes).
(f) The name and address of the Noteholder is:
Raymond James Capital Funding, Inc.
710 Carillon Parkway,
St. Petersburg, Florida 33716
(g) The Issuer is proposing to issue the Series 2022B Note for the
principal purpose of refunding the Issuer's outstanding Special Obligation
Refunding Revenue Bonds, Series 2013. The Series 2022B Note is expected to be
repaid over a period of approximately 13.25 years. At an interest rate of 1.85%,
total interest paid over the life of the Series 2022B Note will be $11,358,177.78.
The expected source of repayment for the Series 2022B Note is the Non-Ad
Valorem Revenues budgeted and appropriated in accordance with the Loan
Agreement. Authorizing the Series 2022B Note will result in an average of
$6,566,745.86 (annual average debt service) of such revenues not being available
for other purposes of the Issuer for each of the next 13.25 years.
This statement is provided for the sole purpose of complying with Section
218.385, Florida Statutes, and does not change the terms of and is not evidence of
terms of the Series 2022B Note. It is our understanding that the Issuer has not
requested any further disclosure from the Noteholder.
Very truly yours,
RAYMOND JAMES CAPITAL
FUNDING, INC.
By: Cord D. King
Title: Tax-Exempt Lending Manager
and Senior Vice President
Exhibit A- Page 3
EXHIBIT "B"
FORM OF BOND COUNSEL OPINION
July 6, 2022
Board of County Commissioners
of Collier County
Naples, Florida
Commissioners:
We have examined a record of proceedings relating to the issuance of the
$75,560,000 Collier County, Florida Special Obligation Refunding Revenue Note, Series
2022B (the "Series 2022B Note")pursuant to the Loan Agreement dated as of July 6, 2022,
between Collier County, Florida(the "County") and Raymond James Capital Funding, Inc.
(the "Agreement"). The Series 2022B Note is issued under the authority of and pursuant
to the Laws of the State of Florida, including particularly, Chapter 125, Florida Statutes,
and Resolution No. 2022- duly adopted by the Board of County Commissioners of the
County on March 8, 2022 (the "Resolution").
The Series 2022B Note is dated July 6, 2022. The Series 2022B Note has a final
maturity of October 1, 2035. The Series 2022B Note shall bear interest at the rate described
in the Agreement. The Series 2022B Note is subject to prepayment prior to maturity in
accordance with the terms of the Agreement. The Series 2022B Note is in the form of one
fully registered note.
The Series 2022B Note is being issued for the principal purpose of providing
moneys to current refund the County's outstanding Special Obligation Refunding Revenue
Bonds, Series 2013 (the "Refunded Bonds"). Certain proceeds of the Series 2022B Note
shall be deposited into an escrow deposit trust fund (the "Escrow Fund") established
pursuant to the Escrow Deposit Agreement, dated as of the date hereof, between the County
and Hancock Whitney Bank, as escrow agent, and invested in direct obligations of the
United States of America(the "Escrow Securities"), such that the maturing principal of and
interest on said obligations, together with any uninvested cash, shall be sufficient to pay
the principal of and interest on the Refunded Bonds as the same become due or are
redeemed prior to maturity.
As to questions of fact material to our opinion, we have relied upon the
representations of the County contained in the Resolution and the Agreement and in the
certified proceedings related thereto and to the issuance of the Series 2022B Note and other
certifications of public officials furnished to us in connection therewith without
undertaking to verify the same by independent investigation. Furthermore, we have
assumed continuing compliance with the covenants and agreements contained in the
Resolution and the Agreement. We have not undertaken an independent audit,
Exhibit B - Page 1
examination, investigation or inspection of the matters described or contained in any
agreements, documents, certificates, representations and opinions relating to the Series
2022B Note, and have relied solely on the facts, estimates and circumstances described and
set forth therein. In our examination of the foregoing, we have assumed the genuineness
of signatures on all documents and instruments, the authenticity of documents submitted
as originals and the conformity to originals of documents submitted as copies.
Based on the foregoing, under existing law, we are of the opinion that:
1. The County is a duly created and validly existing political subdivision under
the laws of the State of Florida.
2. The County has the right and power under the Constitution and Laws of the
State of Florida to adopt the Resolution and execute and deliver the Agreement; the
Resolution has been duly and lawfully adopted by the County; the Agreement has been
duly and lawfully executed and delivered by the County; assuming the Agreement has been
duly and lawfully executed and delivered by Raymond James Capital Funding, Inc., each
is in full force and effect in accordance with its respective terms and is valid and binding
upon the County and enforceable in accordance with its respective terms, and no other
authorization for the Resolution or the Agreement is required.
3. The County is duly authorized and entitled to issue the Series 2022B Note,
and the Series 2022B Note has been duly and validly authorized and issued by the County
in accordance with the Constitution and Laws of the State of Florida, the Resolution and
the Agreement. The Series 2022B Note constitutes a valid and binding obligation of the
County as provided in the Resolution and the Agreement, is enforceable in accordance with
its terms and the terms of the Resolution and the Agreement, and is entitled to the benefits
of the Resolution, the Agreement, and the laws pursuant to which it is issued. The
Series 2022B Note does not constitute a general indebtedness of the County or the State of
Florida or any agency, department or political subdivision thereof, or a pledge of the faith
and credit of such entities, but is payable from Non-Ad Valorem Revenues (as defined in
the Agreement) in the manner and to the extent provided in the Resolution and the
Agreement. No holder of the Series 2022B Note shall ever have the right to compel the
exercise of any ad valorem taxing power of the County or the State of Florida or any
political subdivision, agency or department thereof to pay the Series 2022B Note.
4. The County has covenanted and agreed in the Agreement that during such
time as the series 2022B Note is outstanding under the Agreement or any amounts due
under the Agreement or with respect to the Series 2022B Note remain unpaid or
outstanding, to appropriate in its annual budget, by amendment, if necessary, from Non-
Ad Valorem Revenues amounts sufficient to pay principal of and interest on the
Series 2022B Note when due. Such covenant and agreement on the part of the County to
budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative
to the extent not paid, and shall continue until such Non-Ad Valorem Revenues or other
legally available funds in amounts sufficient to make all such required payments shall have
Exhibit B - Page 2
been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant
of the County, the County does not covenant to maintain any services or programs, now
provided or maintained by the County, which generate Non-Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of
such Non-Ad Valorem Revenues, nor, subject to the provisions of the Agreement, does it
preclude the County from pledging in the future its Non-Ad Valorem Revenues, nor does
it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor
does it give any holder of the Series 2022B Note a prior claim on the Non-Ad Valorem
Revenues as opposed to claims of general creditors of the County. Such covenant to
appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of
obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter
entered into (including the payment of debt service on bonds and other debt instruments).
However, the covenant to budget and appropriate for the purposes and in the manner stated
in the Agreement shall have the effect of making available for the payment of the
Series 2022B Note, in the manner described in the Agreement, Non-Ad Valorem Revenues
and placing on the County a positive duty to appropriate and budget, by amendment, if
necessary, amounts sufficient to meet its obligations under the Agreement; subject,
however, in all respects to the restrictions of Section 129.07, Florida Statutes, which
generally provide that the governing body of each county may only make appropriations
for each fiscal year which, in any one year, shall not exceed the amount to be received from
taxation or other revenue sources; and subject, further, to the payment of services and
programs which are for essential public purposes affecting the health, safety and welfare
of the inhabitants of the County or which are legally mandated by applicable law.
5. Under existing statutes, regulations, rulings and court decisions, the interest
on the Series 2022B Note (including any original issue discount properly allocable to an
owner thereof) (a) is excluded from gross income for federal income tax purposes and (b)
is not an item of tax preference for purposes of the federal alternative minimum tax. The
opinions set forth in this paragraph are subject to the condition that the County comply
with all requirements of the Internal Revenue Code of 1986, as amended, that must be
satisfied subsequent to the issuance of the Series 2022B Note in order that interest thereon
be (or continues to be) excluded from gross income for federal income tax purposes.
Failure to comply with certain of such requirements could cause the interest on the
Series 2022B Note to be so included in gross income retroactive to the date of issuance of
the Series 2022B Note. The County has covenanted in the Agreement to comply with all
such requirements. Ownership of the Series 2022B Note may result in collateral federal
tax consequences to certain taxpayers. We express no opinion regarding such federal tax
consequences arising with respect to the Series 2022B Note.
We have not been engaged or undertaken to review the (1) accuracy, sufficiency or
completeness of any offering or disclosure material relating to the Series 2022B Note and
we express no opinion relating thereto, or(2) compliance with any federal or state law with
regard to the sale of the Series 2022B Note and we express no opinion relating thereto.
Exhibit B - Page 3
The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that
the enforceability of the Resolution, the Agreement and the Series 2022B Note may be
limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in
accordance with general principles of equity.
The opinions set forth herein are expressly limited to, and we opine only with
respect to, the laws of the State of Florida and the federal income tax laws of the United
States of America. The only opinions rendered hereby shall be those expressly stated as
such herein, and no opinion shall be implied or inferred as a result of anything contained
herein or omitted herefrom.
This opinion is given as of the date hereof and we assume no obligation to update,
revise or supplement this opinion to reflect any facts or circumstances that may hereafter
come to our attention or any changes in law that may hereafter occur.
We have examined the form of the Series 2022B Note and, in our opinion, the form
of the Series 2022B Note is regular and proper.
Respectfully submitted,
Exhibit B- Page 4
July 6, 2022
Raymond James Capital Funding, Inc.
St. Petersburg, Florida
Dear Sir or Madam:
We have acted as Bond Counsel to Collier County, Florida (the "County") in
connection with the issuance by the County of its $75,560,000 Collier County, Florida
Special Obligation Refunding Revenue Note, Series 2022B (the "Series 2022B Note")
pursuant to the authority of Resolution No. 2022- adopted by the Board of County
Commissioners of the County on March 8, 2022 (the "Resolution"), and we have
participated in various proceedings relating thereto.
Of even date herewith, we have delivered to the County our approving opinion as
Bond Counsel with respect to the Series 2022B Note. This letter will confirm that you may
rely on such opinion as if it were addressed to you; provided, however, no attorney-client
relationship has existed or exists between our firm and yours in connection with the Series
2022B Note and by virtue of this letter or our approving opinion. This letter is delivered
to you solely for your benefit as the initial purchaser of the Series 2022B Note and may not
be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or
by any other person, other than an owner of the Series 2022B Note, subject to the
limitations set forth in our approving opinion.
We are further of the opinion that the Series 2022B Note is exempt from registration
under the Securities Act of 1933, as amended, and that the Resolution need not be qualified
pursuant to the Trust Indenture Act of 1939, as amended.
This letter is furnished by us in our capacity as Bond Counsel for the County and
not as counsel to any other person.
Very truly yours,
Exhibit B - Page 5
EXHIBIT "C"
FORM OF COUNTY ATTORNEY OPINION
[LETTERHEAD OF COUNTY ATTORNEY]
July 6, 2022
Board of County Commissioners
of Collier County, Florida
Naples, Florida
Raymond James Capital Funding, Inc.
St. Petersburg, Florida
Re: $75,560,000 Collier County, Florida Special Obligation Refunding Revenue
Note, Series 2022B
Ladies and Gentlemen:
This letter shall serve as the opinion of the County Attorney of Collier County,
Florida (the "County"). I have participated in various proceedings in connection with the
issuance by the County of its Collier County, Florida Special Obligation Refunding
Revenue Note, Series 2022B (the "Series 2022B Note") pursuant to Resolution No. 2022-
adopted by the Board of County Commissioners of the County on March 8, 2022 (the
"Resolution") and the Loan Agreement dated as of July 6, 2022, between the County and
Raymond James Capital Funding, Inc. (the "Agreement"). Terms not otherwise defined
herein shall have the meanings ascribed thereto in the Agreement.
I am of the opinion that:
1. The County is a political subdivision of the State of Florida (the "State"),
duly organized and validly existing and had and has good right and lawful authority under
the Constitution and laws of the State to adopt the Resolution, to execute and deliver the
Agreement and to authorize and issue the Series 2022B Note; the Resolution has been duly
adopted by the County; and the Agreement and the Series 2022B Note have been duly
executed and delivered by the County and, assuming the due authorization, execution and
delivery of the Agreement by Raymond James Capital Funding, Inc., each is in full force
and effect and constitutes the valid, legal and binding obligation of the County enforceable
in accordance with its respective terms.
2. The adoption of the Resolution, the execution and delivery of the Loan
Agreement and the issuance of the Series 2022B Note, and compliance with the provisions
thereof, will not conflict with or constitute a material breach of or default under any existing
Exhibit C - Page 1
law, administrative regulation, court decree, resolution or agreement to which the County
is subject.
3. The County has the power and authority under the laws of the State to
covenant to budget and appropriate Non-Ad Valorem Revenues in accordance with the
Agreement for the repayment of the Series 2022B Note and to pay the Series 2022B Note
and interest thereon in accordance with the terms thereof and of the Agreement.
4. No litigation or other proceedings are pending or, to the best of my
knowledge, threatened in any court or other tribunal of competent jurisdiction, State or
Federal, in any way(a) restraining or enjoining the issuance or delivery of the Series 2022B
Note, or (b) questioning or affecting the validity of the Series 2022B Note, the Resolution,
the Agreement or the covenant to budget and appropriate Non-Ad Valorem Revenues in
accordance with the Agreement, or (c) questioning or affecting the validity of any of the
proceedings for the authorization, sale, execution, registration, issuance or delivery of the
Series 2022B Note and the security therefor, or (d) questioning or affecting the
organization or existence of the County or the Board of County Commissioners or the title
to office of the officers thereof.
5. All approvals, consents, authorizations and orders of any governmental
authority or agency having jurisdiction in any matter which would constitute a condition
precedent to the performance by the County of its obligations under the Resolution, the
Agreement and the Series 2022B Note have been obtained and are in full force and effect.
The validity, binding effect and enforceability of the Resolution, the Series 2022B
Note and the Agreement may be limited or otherwise affected by (a) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar statutes,
rules, regulations or other laws affecting the enforcement of creditors' rights and remedies
generally, and (b)the unavailability of, or limitation on the availability of, a particular right
or remedy (whether in a proceeding in equity or at law) because of an equitable principle
or a requirement as to commercial reasonableness, conscionability or good faith.
Respectfully submitted,
Exhibit C - Page 2
EXHIBIT "D"
FORM OF LOAN AGREEMENT
Exhibit D- Page 1
EXHIBIT C
Form of Loan Agreement
LOAN AGREEMENT
BETWEEN
COLLIER COUNTY, FLORIDA
AND
RAYMOND JAMES CAPITAL FUNDING, INC.
DATED JULY 6, 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 7
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR
SERIES 2022B NOTE
SECTION 2.01. REPRESENTATIONS BY THE COUNTY 7
SECTION 2.02. GENERAL AND COVENANT OF THE NOTEHOLDER 8
SECTION 2.03. SERIES 2022B NOTE SHALL NOT BE INDEBTEDNESS OF
THE COUNTY OR STATE 8
SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON-AD
VALOREM REVENUES 8
SECTION 2.05. PAYMENT COVENANT 9
SECTION 2.06. ANTI-DILUTION 9
SECTION 2.07. TAX COVENANT 10
SECTION 2.08. OTHER COVENANTS. 10
ARTICLE III
DESCRIPTION OF SERIES 2022B NOTE; PAYMENT TERMS; OPTIONAL
PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2022B NOTE. 11
SECTION 3.02. OPTIONAL PREPAYMENT. 12
SECTION 3.03. ADJUSTMENT TO INTEREST RATE 12
SECTION 3.04. TRANSFER AND ASSIGNMENT. 13
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
SECTION 4.01. EVENTS OF DEFAULT 14
SECTION 4.02. REMEDIES 15
ARTICLE V
MISCELLANEOUS
SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS
AGREEMENT 15
SECTION 5.02. COUNTERPARTS 15
SECTION 5.03. SEVERABILITY 15
SECTION 5.04. TERM OF AGREEMENT 16
SECTION 5.05. NOTICE OF CHANGES IN FACT 16
SECTION 5.06. NOTICES 16
SECTION 5.07. NO THIRD-PARTY BENEFICIARIES 16
SECTION 5.08. APPLICABLE LAW; VENUE 16
SECTION 5.09. WAIVER OF JURY TRIAL 16
SECTION 5.10. INCORPORATION BY REFERENCE 17
EXHIBIT A - FORM OF SERIES 2022B NOTE
ii
This LOAN AGREEMENT(this "Agreement")is made and entered into as of July
6, 2022, by and between COLLIER COUNTY,FLORIDA, a political subdivision under
the laws of the State of Florida (the "County"), and RAYMOND JAMES CAPITAL
FUNDING, INC., a for-profit corporation duly organized and existing under the laws of
the State of Florida, and its successors and assigns (the "Noteholder");
WITNESETH:
WHEREAS, the County is authorized by provisions of the Florida Constitution,
Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the
"Act") to, among other things, acquire, construct, equip, own, sell, lease, operate and
maintain various capital improvements and public facilities to promote the health, welfare
and economic prosperity of the residents of the County and to borrow money to finance
and refinance the acquisition, construction, equipping and maintenance of such capital
improvements and public facilities; and
WHEREAS, the County previously issued its Special Obligation Refunding
Revenue Bonds, Series 2013 (the "Refunded Bonds")to refund certain indebtedness of the
County; and
WHEREAS, because of the current low interest rate market for tax-exempt
municipal indebtedness, the County can achieve debt service savings by refunding the
Refunded Bonds through the issuance of additional tax-exempt indebtedness; and
WHEREAS, the financial advisor for the County, PFM Financial Advisors, LLC,
solicited bids on behalf of the County from various financial institutions to provide a term
loan to the County to refund the Refunded Bonds; and
WHEREAS, the proposal submitted by Raymond James Capital Funding, Inc.
(including any successors or assigns, the "Noteholder") was the most favorable proposal
received by the County; and
WHEREAS, the Noteholder is willing to make a term loan to the County, and the
County is willing to incur such term loan, pursuant to the terms and provisions of this
Agreement in an aggregate principal amount of$ to refund the Refunded
Bonds.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
That the parties hereto, intending to be legally bound hereby and in consideration of
the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for
all purposes of this Agreement, have the meanings in this Article I specified, unless the
context clearly otherwise requires.
"Act" shall mean the Florida Constitution, Chapter 125, Florida Statutes, and other
applicable provisions of law.
"Agreement" shall mean this Loan Agreement, dated July 6, 2022, between the
County and the Noteholder and any and all modifications, alterations, amendments and
supplements hereto made in accordance with the provisions hereof.
"Board" shall mean the Board of County Commissioners of Collier County,
Florida.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A., Tampa, Florida or
any other attorney at law or firm of attorneys, of nationally recognized standing in matters
pertaining to the federal tax exemption of interest on obligations issued by states and
political subdivisions, and duly admitted to practice law before the highest court of any
state of the United States of America.
"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which the Noteholder is authorized or required to be closed.
"Capital Projects Funds" shall mean the "Capital Projects Funds" of the County
as described and identified in the County's annual audit.
"Chairman" shall mean the Chairman of the Board or, in his or her absence or
unavailability, the Vice Chairman of the Board.
"Clerk" shall mean the Clerk of the Circuit Court and Comptroller of Collier
County, Florida and Ex-Officio Clerk to the Board of County Commissioners of Collier
County,Florida and such other person as may be duly authorized to act on her or his behalf,
including any Deputy Clerk.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable
rules and regulations.
"Counterparty" shall mean the entity entering into a Hedge Agreement with the
County. Counterparty would also include any guarantor of such entity's obligations under
such Hedge Agreement.
2
"County" shall mean Collier County, Florida.
"County Manager" shall mean the County Manager of the County or, in his or her
absence or unavailability, any Deputy County Manager or a designee of the County
Manager.
"Debt" means at any date (without duplication) all of the following to the extent
that they are secured by or payable in whole or in part from any Non-Ad Valorem Revenues
(a) all obligations of the County for borrowed money or evidenced by bonds, debentures,
notes or other similar instruments; (b) all obligations of the County to pay the deferred
purchase price of property or services, except trade accounts payable under normal trade
terms and which arise in the ordinary course of business; (c) all obligations of the County
as lessee under capitalized leases; and (d) all indebtedness of other Persons to the extent
guaranteed by, or secured by, Non-Ad Valorem Revenues of the County; provided,
however, if with respect to any obligation contemplated in(a),(b),or(c)above, the County
has covenanted to budget and appropriate sufficient Non-Ad Valorem Revenues as a
secondary source of funds to satisfy such obligation but has not secured such obligation
with a lien on or pledge of any Non-Ad Valorem Revenues then, and with respect to any
obligation contemplated in (d) above, such obligation shall not be considered "Debt" for
purposes of this Agreement unless the County has actually used Non-Ad Valorem
Revenues to satisfy such obligation during the immediately preceding Fiscal Year or
reasonably expects to use Non-Ad Valorem Revenues to satisfy such obligation in the
current or immediately succeeding Fiscal Year. After an obligation is considered "Debt"
as a result of the proviso set forth in the immediately preceding sentence, it shall continue
to be considered "Debt" until the County has not used any Non-Ad Valorem Revenues to
satisfy such obligation for two consecutive Fiscal Years.
"Default Rate" shall mean the greater of (i) the sum of the published Federal
Reserve Bank Prime Rate plus three percent (3%), (ii) the sum of the Federal Funds Rate
plus five percent (5%), or (iii) eight percent (8%), per annum; provided, however, in no
event shall the Default Rate ever be greater than the highest rate of interest allowed by
applicable law.
"Determination of Taxability" shall mean a final decree or judgment of any
Federal court or a final action of the Internal Revenue Service determining that interest
paid or payable on the Series 2022B Note is or was includable in the gross income of the
Noteholder for Federal income tax purposes as a result of action or inaction of the County;
provided, no Determination of Taxability shall be deemed to occur unless the County has
been given written notice of such occurrence and, to the extent permitted by law, an
opportunity to participate in and seek, at the County's own expense, a final administrative
determination by the Internal Revenue Service or determination by a court of competent
jurisdiction (from which no further right of appeal exists) as to the occurrence of such
Determination of Taxability.
3
"Escrow Agent" shall mean Hancock Whitney Bank, a Mississippi banking
corporation, or any successors or assigns.
"Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement to be
dated the date hereof and executed between the County and Hancock Whitney Bank, as
Escrow Agent, relating to the refunding of the Refunded Bonds.
"Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as most recently
published by the Federal Reserve Bank of New York. If for any reason such rate is no
longer published, the Noteholder shall select a comparable publication.
"Federal Reserve Bank Prime Rate" means, for any day, the "Bank Prime Loan"
rate as most recently reported by Federal Reserve Statistical Release H.15 Selected Interest
Rates of the Board of Governors of the Federal Reserve System, or any successor
publication. If for any reason Release H.15 is no longer published, the Noteholder shall
select a comparable publication to determine the Federal Reserve Bank Prime Rate.
"Fiscal Year" shall mean the 12-month period commencing on October 1 of any
year and ending on September 30 of the immediately succeeding year.
"Fitch" shall mean Fitch Ratings, and any successors or assigns thereto.
"General Fund" shall mean the "General Fund" of the County as described and
identified in the County's annual audit.
"General Fund Revenues" shall mean total revenues of the County derived from
any source whatsoever and that are allocated to and accounted for in the General Fund as
shown in the County's annual audit.
"Hedge Agreement" shall mean an agreement in writing between the County and
a Counterparty pursuant to which (a) the County agrees to pay to the Counterparty an
amount,either at one time or periodically,which may, but is not required to, be determined
by reference to the amount of interest(which may be at a fixed or variable rate)payable on
debt(or a notional amount) specified in such agreement during the period specified in such
agreement and (b) the Counterparty agrees to pay to the County an amount, either at one
time or periodically, which may, but is not required to, be determined by reference to the
amount of interest(which may be at a fixed or variable rate)payable on debt(or a notional
amount) specified in such agreement during the period specified in such agreement.
"Hedge Payments" shall mean any amounts payable by the County on the debt or
the related notional amount under a Qualified Hedge Agreement; excluding, however, any
payments due as a penalty or by virtue of termination of a Qualified Hedge Agreement or
any obligation of the County to provide collateral.
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"Impact Fee Proceeds" shall mean the proceeds of all impact fees levied by the
County that are allocated to and accounted for in the Capital Projects Funds as shown in
the County's annual audit.
"Interest Rate" shall mean a fixed interest rate equal to 1.85% per annum. The
Interest Rate is subject to adjustment pursuant to Section 3.03 and Section 4.02 hereof.
"Maturity Date" shall mean October 1, 2035.
"Maximum Annual Debt Service" shall mean the largest aggregate amount of the
annual debt service coming due on the Series 2022B Note in any Fiscal Year.
"Moody's" shall mean Moody's Investors Service, and any successor or assigns
thereto.
"MSTD Revenues" shall mean all revenues of the County derived from any source
whatsoever and that are allocated to and accounted for in the Unincorporated Area
Municipal Services Taxing District Fund as shown in the County's annual audit.
"Non-Ad Valorem Revenues" shall mean all General Fund Revenues and MSTD
Revenues, other than revenues generated from ad valorem taxation on real or personal
property, and all Impact Fee Proceeds, but only to the extent they are legally available to
make the payments required herein.
"Noteholder" or "Holder" or "holder" or any similar term, when used with
reference to a Note, shall mean Raymond James Capital Funding, Inc., and any successors
or assigns thereto.
"Notice Date" means the date of receipt by the Noteholder of written notice of
optional prepayment of the Series 2022B Note by the Issuer, specifying the amount of such
prepayment, which date shall be at least thirty (30) days prior to such prepayment date.
"Person" shall mean an individual, a corporation, a partnership, an association, a
joint stock company,a trust,any unincorporated organization,governmental entity or other
legal entity.
"Prepayment Make-Whole Fee" shall mean the present value of the difference
between (a) the amount that would have been realized by the Noteholder on the prepaid
amount for the remaining term of the Series 2022B Note at the Interest Rate and (b) the
amount that would be realized by the Noteholder by reinvesting such prepaid amounts for
the remaining term of the Series 2022B Note, interpolated to the nearest month, at the
Replacement Rate plus 0.25%; that was in effect on the Notice Date; both discounted at
the Replacement Rate.
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"Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to
which the County has received written notice from at least two of the Rating Agencies that
the rating of the Counterparty is not less than "A."
"Rating Agencies" shall mean Fitch, Moody's and Standard and Poor's.
"Refunded Bonds" shall mean the County's outstanding Collier County, Florida
Special Obligation Refunding Revenue Bonds, Series 2013.
"Replacement Rate" means the Standard & Poor's Municipal Bond Yield Curve
for AAA rated credits with a term closest to the remaining term of the Series 2022B Note
at the time of prepayment as such rate is published in The Bond Buyer as of five Business
Days prior to the date of prepayment or,if that index is not available,such other comparable
index selected by the Noteholder.
"Resolution" shall mean Resolution No. adopted by the County on
March 8, 2022, which, among other things, authorized the execution and delivery of this
Loan Agreement and the issuance of the Series 2022B Note.
"Series 2022B Note" shall mean the Collier County, Florida Special Obligation
Refunding Revenue Note, Series 2022B, authorized to be issued by the Resolution and
more particularly described in Article III hereof
"Standard and Poor's" shall mean S & P Global Ratings, a business of Standard
& Poor's Financial Services Inc., and any successors and assigns thereto.
"State" shall mean the State of Florida.
"Tax Certificate" shall mean the Certificate as to Arbitrage and certain Other Tax
Matters to be executed by the County in connection with the issuance of the Series 2022B
Note, as such certificate may be amended from time to time.
"Taxable Rate" shall mean 2.52% per annum.
"Unincorporated Area Municipal Services Taxing District Fund" shall mean
the "Unincorporated Area Municipal Services Taxing District Fund" of the "Special
Revenue Funds" of the County as such Funds are described and identified in the County's
annual audit.
SECTION 1.02. INTERPRETATION. Unless the context clearly requires
otherwise, words of masculine gender shall be construed to include correlative words of
the feminine and neuter genders and vice versa, and words of the singular number shall be
construed to include correlative words of the plural number and vice versa. Any capitalized
term used in this Agreement not herein defined shall have the meaning ascribed to such
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term in the Resolution. This Agreement and all the terms and provisions hereof shall be
construed to effectuate the purpose set forth herein and to sustain the validity hereof.
SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the
articles and sections of this Agreement, which have been inserted for convenience of
reference only and are not to be considered a part hereof, shall not in any way modify or
restrict any of the terms and provisions hereof, and shall not be considered or given any
effect in construing this Agreement or any provision hereof or in ascertaining intent, if any
question of intent should arise.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS;
SECURITY FOR SERIES 2022B NOTE
SECTION 2.01. REPRESENTATIONS BY THE COUNTY. The County
represents, warrants and covenants that:
(a) The County is a duly organized and validly existing political subdivision
under the Florida Constitution and other laws of the State. Pursuant to the Resolution, the
County has duly authorized the execution and delivery of this Agreement, the Escrow
Deposit Agreement, the performance by the County of all of its obligations hereunder, and
the issuance of the Series 2022B Note in the principal amount of$
(b) The County has complied with all of the provisions of the Constitution and
laws of the State, including the Act, and has full power and authority to enter into and
consummate all transactions contemplated by this Agreement, the Escrow Deposit
Agreement or under the Series 2022B Note, and to perform all of its obligations hereunder
and under the Series 2022B Note, and to the best knowledge of the County,the transactions
contemplated hereby do not conflict with the terms of any statute, order, rule, regulation,
judgment, decree, agreement, instrument or commitment to which the County is a party or
by which the County is bound.
(c) The County is duly authorized and entitled to issue the Series 2022B Note
and enter this Agreement and the Escrow Deposit Agreement and, when executed and
delivered, the Series 2022B Note and this Agreement will each constitute a legal, valid and
binding obligation of the County enforceable in accordance with its respective terms,
subject as to enforceability to bankruptcy, insolvency, moratorium,reorganization or other
similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in
accordance with general principles of equity.
(d) There are no actions, suits or proceedings pending or, to the best knowledge
of the County, threatened against or affecting the County, at law or in equity, or before or
by any governmental authority, that, if adversely determined, would materially impair the
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ability of the County to perform the County's obligations under the Resolution, this
Agreement, the Escrow Deposit Agreement or under the Series 2022B Note, in any way
questioning or affecting the organization or existence of the County or the right of any of
its officers to their respective offices, in any way questioning or affecting the covenant to
budget and appropriate the Non-Ad Valorem Revenues, or which would have a materially
adverse effect on the County (financial or otherwise).
SECTION 2.02. GENERAL AND COVENANT OF THE NOTEHOLDER.
Pursuant to the terms and provisions of this Agreement, the Noteholder agrees to provide
a term loan to the County as evidenced hereby and by the Series 2022B Note for the
purpose of refunding the Refunded Bonds and paying costs relating to the issuance of the
Series 2022B Note.
SECTION 2.03. SERIES 2022B NOTE SHALL NOT BE INDEBTEDNESS
OF THE COUNTY OR STATE. The Series 2022B Note, when delivered by the County
pursuant to the terms of this Agreement, shall not be or constitute an indebtedness of the
County, the State of Florida or any political subdivision or agency thereof, within the
meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be
payable solely as herein provided. The Noteholder shall never have the right to compel the
exercise of the ad valorem taxing power of the County, or taxation in any form on any
property therein to pay the Series 2022B Note or the interest thereon. The Series 2022B
Note is a special and limited obligation secured by and payable as to principal and interest
from the Non-Ad Valorem Revenues, to the extent and in the manner provided herein.
SECTION 2.04. COVENANT TO BUDGET AND APPROPRIATE NON-
AD VALOREM REVENUES. During such time as the Series 2022B Note is outstanding
hereunder or any amounts due hereunder or with respect to the Series 2022B Note remain
unpaid or outstanding,the County covenants and agrees to appropriate in its annual budget,
by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to pay
principal of and interest on the Series 2022B Note when due. Such covenant and agreement
on the part of the County to budget and appropriate such amounts of Non-Ad Valorem
Revenues shall be cumulative to the extent not paid and shall continue until such Non-Ad
Valorem Revenues or other legally available funds in amounts sufficient to make all such
required payments shall have been budgeted, appropriated and actually paid.
Notwithstanding the foregoing covenant of the County, the County does not covenant to
maintain any services or programs, now provided or maintained by the County, which
generate Non-Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of
such Non-Ad Valorem Revenues, nor does it preclude the County from pledging in the
future its Non-Ad Valorem Revenues, nor does it require the County to levy and collect
any particular Non-Ad Valorem Revenues, nor does it give the Noteholder a prior claim
on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County.
Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the
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payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore
or hereafter entered into (including the payment of debt service on bonds and other debt
instruments). However,the covenant to budget and appropriate for the purposes and in the
manner stated herein shall have the effect of making available for the payment of the Series
2022B Note, in the manner described herein, Non-Ad Valorem Revenues and placing on
the County a positive duty to appropriate and budget,by amendment, if necessary,amounts
sufficient to meet its obligations hereunder; subject, however, in all respects to the
restrictions of Section 129.07,Florida Statutes,which generally provide that the governing
body of each county may only make appropriations for each fiscal year which, in any one
year, shall not exceed the amount to be received from taxation or other revenue sources;
and subject,further,to the payment of services and programs which are for essential public
purposes affecting the health, safety and welfare of the inhabitants of the County or which
are legally mandated by applicable law.
SECTION 2.05. PAYMENT COVENANT. The County covenants that it
shall duly and punctually pay from the Non-Ad Valorem Revenues in accordance with
Section 2.04 hereof, the principal of and interest on the Series 2022B Note at the dates and
place and in the manner provided herein and in the Series 2022B Note according to the true
intent and meaning thereof and all other amounts due under this Agreement.
SECTION 2.06. ANTI-DILUTION. During such time as the Series 2022B
Note is outstanding hereunder or any amounts due hereunder or with respect to the Series
2022B Note remain unpaid or outstanding, the County agrees and covenants with the
Noteholder that upon the issuance of any subsequent Debt (1)Non-Ad Valorem Revenues
shall cover projected Maximum Annual Debt Service on the Series 2022B Note and
maximum annual debt service on Debt by at least 1.5x;and(2) projected Maximum Annual
Debt Service on the Series 2022B Note and maximum annual debt service for all Debt will
not exceed 20% of the aggregate of General Fund Revenues, MSTD Revenues and Impact
Fee Proceeds exclusive of(a)ad valorem tax revenues restricted to payment of debt service
on any Debt and (b) any proceeds of the Series 2022B Note or Debt. The calculations
required by clauses (1)and(2) above shall be determined using the average of actual Non-
Ad Valorem Revenues, General Fund Revenues, MSTD Revenues and Impact Fee
Proceeds for the prior two Fiscal Years based on the County's annual audited financial
statements. For purposes of the calculations required by clauses (1) and (2) above,
Maximum Annual Debt Service on the Series 2022B Note and maximum annual debt
service on Debt shall be determined on an aggregate basis whereby the annual debt service
for each is combined and the overall maximum is determined.
For the purposes of the covenants contained in this Section 2.06, maximum annual
debt service on Debt means, with respect to Debt that bears interest at a fixed interest rate,
the actual maximum annual debt service, and, with respect to Debt which bears interest at
a variable interest rate, maximum annual debt service on such Debt shall be determined
assuming that interest accrues on such Debt at the current "Bond Buyer Revenue Bond
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Index" as published in The Bond Buyer no more than two weeks prior to any such
calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable
interest rate, constitutes Balloon Indebtedness, as defined in the immediately following
sentence, maximum annual debt service on such Debt shall be determined assuming such
Debt is amortized over 20 years from its original date of issuance on an approximately
level debt service basis. For purposes of the foregoing sentence, "Balloon Indebtedness"
means Debt, 25% or more of the original principal of which matures during any one Fiscal
Year. In addition, with respect to debt service on any Debt which is subject to a Qualified
Hedge Agreement, interest on such Debt during the term of such Qualified Hedge
Agreement shall be deemed to be the Hedge Payments coming due during such period of
time but only up to the notional amount of the Qualified Hedge Agreement. With respect
to debt service on any Debt with respect to which the County elects to receive or is
otherwise entitled to receive direct subsidy payments from the United States Department
of Treasury,when determining the interest on such Debt for any particular interest payment
date the amount of the corresponding subsidy payment shall be deducted from the amount
of interest which is due and payable with respect to such Debt on the interest payment date
and shall not be included in the determination of Non-Ad Valorem Revenues for purposes
of this Section 2.06, but only to the extent that the County reasonably believes that it will
be in receipt of such subsidy payment on or prior to such interest payment date.
SECTION 2.07. TAX COVENANT. (a) In order to maintain the exclusion
from gross income for purposes of federal income taxation of interest on the Series 2022B
Note, the County shall comply with each requirement of the Code applicable to the Series
2022B Note. In furtherance of the covenant contained in the preceding sentence, the
County agrees to continually comply with the provisions of the Tax Certificate, which is
incorporated fully by reference herein, as a source of guidance for achieving compliance
with the Code.
(b) The County shall make any and all rebate payments required to be made to
the United States Department of the Treasury in connection with the Series 2022B Note
pursuant to Section 148(f) of the Code.
(c) So long as necessary in order to maintain the exclusion from gross income
of interest on the Series 2022B Note for federal income tax purposes, the covenants
contained in this Section shall survive the payment of the Series 2022B Note and the
interest thereon, including any payment or defeasance thereof.
(d) The County shall not take or permit any action or fail to take any action which
would cause the Series 2022B Note to be an"arbitrage bond"within the meaning of Section
148(a) of the Code.
SECTION 2.08. OTHER COVENANTS. The County will furnish to the
Noteholder within 210 days after the close of each Fiscal Year a copy of the annual audited
financial statements of the County,audited by a certified public accountants,together with
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the report of such accountants to the effect that such audit has been conducted in
accordance with generally accepted auditing standards and stating whether such financial
statements present fairly in all material respects the financial position of the County and
the results of operations and cash flows for the periods covered by the audit report, all in
conformity with generally accepted accounting principles applied on a consistent basis.
The County shall provide the Noteholder with a copy of the annual budget of the County
each year within 30 days of the final adoption of such budget. With reasonable promptness
the County shall provide such other information as may be reasonably requested by the
Noteholder from time to time.
ARTICLE III
DESCRIPTION OF SERIES 2022B NOTE; PAYMENT TERMS;
OPTIONAL PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2022B NOTE. (a) The
County hereby authorizes the issuance and delivery of the Series 2022B Note to the
Noteholder which Series 2022B Note shall be in an amount equal to
AND 00/100 DOLLARS ($ ) and shall be
designated as the "Collier County, Florida Special Obligation Refunding Revenue Note,
Series 2022B." The text of the Series 2022B Note shall be substantially in the form
attached hereto as Exhibit A, with such omissions, insertions and variations as may be
necessary and desirable to reflect the particular terms of the Series 2022B Note. The
provisions of the form of the Series 2022B Note are hereby incorporated in this Agreement.
(b) The Series 2022B Note shall be dated the date of its delivery. The Series
2022B Note shall be issued as one note and the authorized denomination of the Series
2022B Note shall be its outstanding principal amount. The Series 2022B Note shall be
executed in the name of the County by the manual signature of the Chairman and the
official seal of the County shall be affixed thereto and attested by the manual signature of
the Clerk. In case any one or more of the officers, who shall have signed or sealed the
Series 2022B Note, shall cease to be such officer of the County before the Series 2022B
Note so signed and sealed shall have been actually delivered, such Series 2022B Note may
nevertheless be delivered as herein provided and may be issued as if the person who signed
or sealed such Series 2022B Note had not ceased to hold such office.
(c) The Series 2022B Note shall bear interest from its date of issuance at the
Interest Rate(calculated on a 30/360 day count basis)as the same may be adjusted pursuant
to Section 3.03 and Section 4.02 hereof. Interest on the Series 2022B Note shall be payable
semi-annually on October 1 and April 1 of each year, commencing October 1, 2022 (each
an "Interest Payment Date") so long as any amount under the Series 2022B Note remains
outstanding. Principal of the Series 2022B Note shall be payable annually on October 1 of
each year, commencing October 1, 2022 (each a "Principal Payment Date"), through and
including the Maturity Date. The annual principal payments shall be set forth in the Series
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2022B Note. The Series 2022B Note shall be purchased by the Noteholder from the County
at a purchase price equal to 99.75% of the principal amount thereof.
(d) All payments of principal of and interest on the Series 2022B Note shall be
payable in any coin or currency of the United States which, at the time of payment, is legal
tender for the payment of public and private debts and shall be made to the Noteholder in
whose name the Series 2022B Note shall be registered on the registration books maintained
by the County as of the close of business on the fifteenth day (whether or not a Business
Day) of the calendar month next preceding an Interest Payment Date or Principal Payment
Date in immediately available funds or by bank wire transfer or in such other manner as is
agreed to in writing between the County and the Noteholder. Notwithstanding the
foregoing, the Noteholder shall be required to present and surrender a Series 2022B Note
to the County only for the final payment of the principal of such Series 2022B Note or shall
otherwise provide evidence that such Series 2022B Note has been fully paid and cancelled.
If any Interest Payment Date or Principal Payment Date is not a Business Day, the
corresponding payment shall be due on the next succeeding Business Day. The County
shall maintain books and records with respect to the identity of the holder of the Series
2022B Note, including a complete and accurate record of any assignment of this
Agreement and the Series 2022B Note as provided in Section 3.04.
(e) Except as otherwise provided herein, the Noteholder shall pay for all of its
costs relating to servicing the Series 2022B Note. The County shall pay the fees of the
Noteholder's legal counsel in the amount of$23,500, $18,500 of which was paid prior to
the execution of this Agreement.
SECTION 3.02. OPTIONAL PREPAYMENT. The Series 2022B Note may
not be optionally prepaid prior to October 1, 2023. Commencing October 1, 2023, and
prior to October 1, 2031,the Series 2022B Note may be prepaid in whole or in part on any
Business Day, upon thirty(30) days prior written notice to the Noteholder, at a price of the
principal amount to be prepaid plus accrued interest to the date of prepayment plus the
Prepayment Make-Whole Fee.
On or after October 1, 2031, the Series 2022B Note may be prepaid in whole or in
part on any Business Day, upon thirty (30) days prior written notice to the Noteholder, at
a price of the principal amount to be prepaid plus accrued interest thereon to the date of
prepayment, without any prepayment penalty or premium.
Any partial prepayment of the Series 2022B Note shall be made in the minimum
principal amount of$1,000,000 and increments of$5,000 in excess thereof and shall be
applied in inverse order of the remaining principal payments.
SECTION 3.03. ADJUSTMENT TO INTEREST RATE. While the Series
2022B Note remains outstanding,upon the occurrence of a Determination of Taxability the
Interest Rate on the Series 2022B Note immediately shall be increased to the Taxable Rate;
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provided, however, such Taxable Rate shall never exceed the maximum rate allowable by
law. Immediately upon a Determination of Taxability, the County also agrees to pay to the
Noteholder, the Additional Amount. "Additional Amount" means (a) the difference
between (i) interest on the Series 2022B Note for the period commencing on the date on
which the interest on the Series 2022B Note (or portion thereof) is deemed to have lost its
tax-exempt status (which may be as early as the date of issuance of the Series 2022B Note)
and ending on the effective date of the adjustment of the Interest Rate to the Taxable Rate
(the "Prior Taxable Period") at a rate per annum equal to the Taxable Rate and (ii) the
aggregate amount of interest paid on the Series 2022B Note during the Prior Taxable Period
at the Interest Rate applicable to the Series 2022B Note prior to the adjustment to the
Taxable Rate, plus (b) any penalties, fines, fees, costs and interest paid or payable by the
Noteholder to the Internal Revenue Service by reason of such Determination of Taxability.
The obligation to pay such additional interest and such other costs, expenses, penalties,
attorney's fees and other losses shall survive the payment of the principal of the Series
2022B Note but shall be payable solely from the Non-Ad Valorem Revenues in the manner
and to the extent described herein.
SECTION 3.04. TRANSFER AND ASSIGNMENT. The Noteholder's right,
title and interest in and to the Series 2022B Note and any amounts payable by the County
thereunder may be assigned and reassigned in whole only (not in part) by the Noteholder,
without the necessity of obtaining the consent of the County; provided, that any such
assignment, transfer or conveyance shall be made only to (a) a "Qualified Institutional
Buyer" as defined under Rule 144A promulgated by the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, or an "Accredited
Investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933, (b) a bank, savings institution or insurance company (whether acting in a trustee or
custodial capacity for any Accredited Investor or Qualified Institutional Buyer or on its
own behalf), (c) a trust or custodial arrangement each of the beneficial owners of which is
an Accredited Investor or Qualified Institutional Buyer, or (d) an affiliate of the
Noteholder.
No assignment, transfer or conveyance permitted by this Section 3.04 shall be
effective until the County shall have received a written notice of assignment that discloses
the name and address of each such assignee. If the Noteholder notifies the County of its
intent to assign and sell its right,title and interest in and to the Series 2022B Note as herein
provided,the County agrees that,if so requested, it shall execute and deliver to the assignee
Noteholder, a Series 2022B Note in the principal amount so assigned, registered in the
name of the assignee Noteholder,executed and delivered by the County in the same manner
as provided herein, in exchange for the transferred Series 2022B Note.
Nothing contained in this Section 3.04 shall be interpreted to prohibit the Noteholder
from selling participations in the Series 2022B Note to any investor meeting the conditions
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set forth in the immediately preceding paragraph; provided the Noteholder remains the sole
holder of the Series 2022B Note.
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
SECTION 4.01. EVENTS OF DEFAULT. An "Event of Default" shall be
deemed to have occurred under this Agreement if:
(a) The County shall fail to make timely payment of principal or interest or other
amounts due hereunder when due with respect to the Series 2022B Note;
(b) Any representation or warranty of the County contained in Article II of this
Agreement or any certificate provided to the Noteholder in connection with the transactions
contemplated hereunder shall prove to be untrue in any material respect when made;
(c) Any covenant of the County contained in this Agreement shall be breached
or violated for a period of thirty (30) days from the earlier of(i) when the County receives
notice from the Noteholder of such breach or violation or(ii)when the County was required
herein to notify the Noteholder pursuant to Section 5.05 hereof,unless the Noteholder shall
agree in writing, in its sole discretion, to an extension of such time prior to its expiration;
(d) There shall occur the dissolution or liquidation of the County, or the filing
by the County of a voluntary petition in bankruptcy, or the commission by the County of
any act of bankruptcy, or adjudication of the County as a bankrupt, or assignment by the
County for the benefit of its creditors, or appointment of a receiver for the County, or the
entry by the County into an agreement of composition with its creditors, or the approval
by a court of competent jurisdiction of a petition applicable to the County in any proceeding
for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as
amended, or under any similar act in any jurisdiction which may now be in effect or
hereafter amended;
(e) The County admits in writing its inability to pay its debts generally as they
become due or is adjudged insolvent by a court of competent jurisdiction, or it is adjudged
bankrupt on a petition in bankruptcy filed by or against the County or an order,judgment
or decree is entered by any court of competent jurisdiction appointing, without the consent
of the County,a receiver or trustee of the County or of the whole or any part of its property,
and if the aforesaid adjudications, orders,judgements or decrees shall not be vacated or set
aside or stayed within ninety (90) days from the date of entry thereof;
(f) An event of default on any other Debt secured by Non-Ad Valorem
Revenues.
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SECTION 4.02. REMEDIES. If any Event of Default shall have occurred and
be continuing, the Noteholder or any trustee or receiver acting for the Noteholder may
either at law or in equity, by suit, action, mandamus or other proceedings in any court of
competent jurisdiction, protect and enforce any and all rights under the laws of the State of
Florida, or granted and contained in this Agreement, and may enforce and compel the
performance of all duties required by this Agreement or by any applicable statutes to be
performed by the County or by any officer thereof, including, but not limited to, specific
performance. No remedy herein conferred upon or reserved to the Noteholder is intended
to be exclusive of any other remedy or remedies, and each and every such remedy shall be
cumulative, and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute. Notwithstanding any other provision
hereof, no Noteholder, trustee or receiver shall have the right to declare the Series 2022B
Note immediately due and payable. Upon the occurrence and during the continuation of
any Event of Default, the Interest Rate shall be adjusted to the Default Rate. Once the
Event of Default is cured or waived by the Noteholder, the Interest Rate will revert back to
the rate effective immediately prior to the Event of Default. If any other holder of Debt
payable from Non-Ad Valorem Revenues in a manner similar to the covenant contained in
Section 2.04 hereof shall have a right of acceleration in the event of a default with respect
to such Debt, the Noteholder shall have the same right.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. ENTIRE AGREEMENT; AMENDMENTS TO THIS
AGREEMENT. (a) This Agreement constitutes the entire agreement between the
Noteholder and the County, and all negotiations and oral understandings between the
parties are merged herein. The terms and conditions set forth in this Agreement supersede
any and all previous agreements, promises, negotiations or representations. Any other
agreements, promises, negotiations or representations not expressly set forth or
incorporated into this Agreement are of no force and effect.
(b) Neither the Series 2022B Note, this Agreement nor the Resolution shall be
amended, changed or modified without the prior written consent of the Noteholder and the
County.
SECTION 5.02. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which, when so executed and delivered, shall be an
original; but such counterparts shall together constitute but one and the same Agreement,
and, in making proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart.
SECTION 5.03. SEVERABILITY. If any clause, provision or section of this
Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or
15
sections shall not affect any other provisions or sections hereof, and this Agreement shall
be construed and enforced to the end that the transactions contemplated hereby be effected
and the obligations contemplated hereby be enforced, as if such illegal or invalid clause,
provision or section had not been contained herein.
SECTION 5.04. TERM OF AGREEMENT. This Agreement shall be in full
force and effect from the date hereof and shall continue in effect as long as the Series
2022B Note is outstanding.
SECTION 5.05. NOTICE OF CHANGES IN FACT. Promptly after the
County becomes aware of the same, the County will notify the Noteholder of (a) any
change in any material fact or circumstance represented or warranted by the County in this
Agreement or in connection with the issuance of the Series 2022B Note,and(b)any default
or event which, with notice or lapse of time or both, could become a default or an Event of
Default under this Agreement, specifying in each case the nature thereof and what action
the County has taken, is taking and/or proposed to take with respect thereto.
SECTION 5.06. NOTICES. Any notices or other communications required or
permitted hereunder shall be sufficiently given if delivered personally or sent registered or
certified mail, postage prepaid, to Collier County, Florida, 3299 East Tamiami Trail,
Building F, Suite 202, Naples, Florida 34112, Attention: County Manager, and to the
Noteholder, Raymond James Capital Funding, Inc., 710 Carillon Parkway, St. Petersburg,
Florida 33716, Attention: Tax-Exempt Lending Manager, or at such other address as shall
be furnished in writing by any such party to the other, and shall be deemed to have been
given as of the date so delivered or deposited in the United States mail.
SECTION 5.07. NO THIRD-PARTY BENEFICIARIES. This Agreement is
for the benefit of the County and the Noteholder and their respective successors and
assigns, and there shall be no third-party beneficiary with respect thereto.
SECTION 5.08. APPLICABLE LAW; VENUE. The substantive laws of the
State of Florida shall govern this Agreement. The substantive laws of the State of Florida
shall govern this Agreement, the Series 2022B Note or any agreement contemplated to be
executed in connection therewith. The County and the Noteholder each submits to the
jurisdiction of Florida courts and federal courts and agrees that venue for any suit
concerning this Agreement or the Series 2022B Note shall be in Collier County, Florida
and the Middle District of Florida.
SECTION 5.09. WAIVER OF JURY TRIAL. The County and the
Noteholder each waives, to the fullest extent permitted by applicable law, any right it may
have to a trial by jury in respect of any proceedings relating to this Agreement of the Series
2022B Note.
16
SECTION 5.10. INCORPORATION BY REFERENCE. All of the terms
and obligations of the Resolution are hereby incorporated herein by reference as if said
Resolution was fully set forth in this Agreement and the Series 2022B Note.
17
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be
duly executed as of the date first set forth herein.
(SEAL) COLLIER COUNTY, FLORIDA
Chairman, Board of County Commissioners
ATTEST:
Deputy Clerk
Approved as to Form and Legality:
County Attorney
RAYMOND JAMES CAPITAL
FUNDING, INC.
By: Cord D. King
Title: Tax-Exempt Lending Manager and
Senior Vice President
18
EXHIBIT A
$75,560,000.00
UNITED STATES OF AMERICA
STATE OF FLORIDA
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE NOTE,
SERIES 2022B
Interest Rate Date of Issuance Final Maturity Date
1.85% July 6, 2022 October 1, 2035
(subject to adjustment as
set forth herein)
KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida (the
"County"), for value received, hereby promises to pay, solely from the Non-Ad Valorem
Revenues described in the within mentioned Agreement, to the order of Raymond James
Capital Funding, Inc., or its successors or assigns (the "Noteholder"), the principal sum
of SEVENTY-FIVE MILLION FIVE HUNDRED SIXTY THOUSAND AND 00/100
DOLLARS ($75,560,000.00)pursuant to that certain Loan Agreement by and between the
Noteholder and the County, dated as of July 6, 2022 (the "Agreement"), and to pay interest
on such the outstanding principal amount hereof from the Date of Issuance set forth above,
or from the most recent date to which interest has been paid, at the Interest Rate per annum
(calculated on a 30/360 day count basis)identified above(subject to adjustment as provided
in the Agreement) on October 1 and April 1 of each year, commencing on October 1, 2022
(each an "Interest Payment Date"), so long as any amount under this Note remains
outstanding. Principal of this Note shall be payable on October 1 of each year,
commencing on October 1, 2022, through and including the Final Maturity Date identified
above. The principal repayment schedule for this Note is set forth in definitive form on
Appendix I attached hereto. The principal and interest on this Note is payable in any coin
or currency of the United States of America which, at the time of payment, is legal tender
for the payment of public and private debts. No presentment shall be required for this Note
except upon final maturity.
This Note is issued under the authority of and in full compliance with the
Constitution and statutes of the State of Florida, including, particularly, Chapter 125,
Florida Statutes, and other applicable provisions of law, and Resolution No. 2022-44 duly
adopted by the County on March 8, 2022 (the "Resolution"), as such Resolution may be
amended and supplemented from time to time, and is subject to all terms and conditions of
A-1
the Resolution and the Agreement. Any capitalized term used in this Note and not
otherwise defined shall have the meaning ascribed to such term in the Agreement.
This Note is being issued to refund certain outstanding indebtedness of the County
to achieve debt service savings. This Note is payable from the County's covenant to budget
and appropriate legally available Non-Ad Valorem Revenues in the manner and to the
extent provided and described in the Agreement.
This Note shall bear interest at the Interest Rate identified above on a 30/360 day
count basis. Such Interest Rate is subject to adjustment as provided in Section 3.03 and
Section 4.02 of the Agreement. The Noteholder shall provide to the County upon request
such documentation to evidence the amount of interest due with respect to the Series 2022B
Note upon any such adjustment.
Notwithstanding any provision in this Note to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Note (including any
other costs or considerations that constitute interest under the laws of the State of Florida
which are contracted for,charged or received)exceed the maximum rate of interest allowed
under the State of Florida as presently in effect.
All payments made by the County hereon shall apply first to fees, costs, late charges
and accrued interest, and then to the principal amount then due on this Note.
This Note may not be optionally prepaid prior to October 1, 2023. Commencing
October 1, 2023, and prior to October 1, 2031,this Note may be prepaid in whole or in part
on any Business Day,upon thirty(30)days prior written notice to the Noteholder, at a price
of the principal amount to be prepaid plus accrued interest to the date of prepayment plus
the Prepayment Make-Whole Fee.
On or after October 1, 2031, this Note may be prepaid in whole or in part on any
Business Day,upon thirty(30)days prior written notice to the Noteholder, at a price of the
principal amount to be prepaid plus accrued interest thereon to the date of prepayment,
without any prepayment penalty or premium.
Any partial prepayment of this Note shall be made in the minimum principal amount
of$1,000,000 and increments of$5,000 in excess thereof shall be applied in inverse order
of the remaining principal payments.
This Note, when delivered by the County pursuant to the terms of the Agreement
and the Resolution, shall not be or constitute an indebtedness of the County or of the State
of Florida, within the meaning of any constitutional, statutory or charter limitations of
indebtedness, but shall be payable from the Non-Ad Valorem Revenues, in the manner and
to the extent provided in the Agreement and the Resolution. The Noteholder shall never
A-2
have the right to compel the exercise of the ad valorem taxing power of the County or the
State,or taxation in any form of any property therein to pay the Note or the interest thereon.
So long as any of this Note shall remain outstanding, the County shall maintain and
keep books for the registration and transfer of this Note.
The Noteholder's right,title and interest in and to this Note and any amounts payable
by the County hereunder may be assigned and reassigned in accordance with and subject
to the restrictions in the Agreement.
IN WITNESS WHEREOF, the County caused this Note to be signed by the
manual signature of the Chairman and the seal of the County to be affixed hereto or
imprinted or reproduced hereon, and attested by the manual signature of the Clerk, and this
Note to be dated the Date of Issuance set forth above.
COLLIER COUNTY, FLORIDA
(SEAL)
By:
William L. McDaniel, Jr.,
Chairman, Board of County Commissioners
ATTEST:
Crystal K. Kinzel, Clerk of the Circuit
Court and Comptroller of Collier
County, Florida
Approved as to Form and Legality:
Jeffrey A. Klatzkow, County Attorney
A-3
Appendix I
Principal Repayment Schedule for the
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE NOTE,
SERIES 2022B
Payment
Date Principal
Oct. 1, 2022 $880,000
Oct. 1, 2023 570,000
Oct. 1, 2024 580,000
Oct. 1, 2025 8,295,000
Oct. 1, 2026 5,295,000
Oct. 1, 2027 5,385,000
Oct. 1, 2028 5,485,000
Oct. 1, 2029 5,585,000
Oct. 1, 2030 7,700,000
Oct. 1, 2031 7,840,000
Oct. 1, 2032 7,980,000
Oct. 1, 2033 8,125,000
Oct. 1, 2034 5,865,000
Oct. 1, 2035 5,975,000
EXHIBIT "E"
FORM OF COUNTY ATTORNEY OPINION TO BE DELIVERED
ON DATE OF FORWARD NOTE PURCHASE AGREEMENT
[LETTERHEAD OF COUNTY ATTORNEY]
March 15, 2022
Board of County Commissioners
of Collier County, Florida
Naples, Florida
Raymond James Capital Funding, Inc.
St. Petersburg, Florida
Re: Forward Note Purchase Agreement between Collier County, Florida and
Raymond James Capital Funding, Inc.
Ladies and Gentlemen:
This letter shall serve as the opinion of the County Attorney of Collier County,
Florida (the "County"). I have participated in various proceedings in connection with the
execution and delivery of the Forward Note Purchase Agreement, dated March 15, 2022
(the "Purchase Agreement") between the County and Raymond James Capital Funding,
Inc., as it relates to the potential issuance by the County of its Collier County, Florida
Special Obligation Refunding Revenue Note, Series 2022B (the "Note"). Terms not
otherwise defined herein shall have the meanings ascribed thereto in the Purchase
Agreement.
I have examined, among other things, the Resolution and the Purchase Agreement
and the proceedings of the County with respect to the authorization and execution of the
Purchase Agreement, and certificates and other documents relating to the County, the
Resolution and the Purchase Agreement, and have made such other examination of
applicable Florida law as I have deemed necessary in giving this opinion. Based on the
foregoing, under existing law, I am of the opinion that:
(A) The County is a political subdivision of the State of Florida (the "State"),
duly organized and validly existing and has full legal right, power and authority under the
Constitution and laws of the State to adopt the Resolution, execute and deliver the Purchase
Agreement; the Resolution has been duly adopted by the County, is in full force and effect
and constitutes the valid, legal and binding obligation of the County enforceable in
accordance with its terms.
Exhibit E- Page 1
(B) The Purchase Agreement has been duly authorized, executed and delivered
by the County and, assuming the due authorization, execution and delivery of the Purchase
Agreement by Raymond James Capital Funding, Inc., constitutes a legal,valid and binding
agreement of the County enforceable in accordance with its terms.
(C) As of the date hereof, the County has duly performed all obligations to be
performed by it pursuant to the Resolution and the Purchase Agreement.
(D) The adoption of the Resolution and the execution and delivery of the
Purchase Agreement, and compliance with the provisions thereof, will not conflict with or
constitute a material breach of or default under any existing law, administrative regulation,
court decree, resolution or agreement to which the County is subject.
(E) No litigation or other proceedings are pending or, to the best of my
knowledge, threatened in any court or other tribunal of competent jurisdiction, State or
Federal, in any way (1) restraining or enjoining the adoption of the Resolution or issuance,
sale or delivery of the Purchase Agreement, or (2) questioning or affecting the validity of
the Purchase Agreement or the Resolution; or (3) questioning or affecting the validity of
any of the proceedings for the authorization, sale, execution, registration, issuance or
delivery of the Purchase Agreement; or (4) questioning or affecting (a) the organization or
existence of the County or the Board of County Commissioners or the title to office of the
officers thereof, or (b) the power or authority of the County to receive Non-Ad Valorem
Revenues; or (5) which could materially adversely affect the operations of the County or
the financial condition of the County.
(F) All approvals, consents, authorizations and orders of any governmental
authority or agency having jurisdiction in any matter which would constitute a condition
precedent to the performance by the County of its obligations under the Resolution, the
Purchase Agreement and the other documents relating to the Note have been obtained and
are in full force and effect.
All of the above opinions as to enforceability of the legal obligations of the County
may be subject to and limited by bankruptcy, insolvency, reorganization, moratorium and
similar laws, in each case relating to or affecting the enforcement of creditors rights
generally, and other general principles of equity.
The letter is addressed to you and your successors and assigns and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without, in each case, my
express written consent.
Respectfully submitted,
4154729067_v8 138779.00021
Exhibit E- Page 2