Resolution 2013-128/CWS 2013-01RESOLUTION 201 3 -1 2A /CWS RESOLUTION 9013 -01
A RESOLUTION OF THE GOVERNING BODY OF THE
COLLIER COUNTY WATER -SEWER DISTRICT
ACCEPTING THE PROPOSAL OF PNC BANK,
NATIONAL ASSOCIATION, TO PROVIDE THE
DISTRICT WITH A TERM LOAN IN ORDER TO
REFUND ALL OF THE DISTRICT'S OUTSTANDING
WATER AND SEWER REFUNDING REVENUE BONDS,
SERIES 200313; AUTHORIZING THE EXECUTION AND
DELIVERY OF A FORWARD FIXED RATE LOCK
LETTER IN ORDER TO ESTABLISH AND FIX THE
INTEREST RATE FOR SUCH LOAN; AND PROVIDING
FOR AN EFFECTIVE DATE FOR THIS RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA, ACTING AS THE EX- OFFICIO GOVERNING
BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This
Resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Part II
of Chapter 153, Florida Statutes, Chapter 78 -489, Laws of Florida, Special Acts of 1978,
as amended and supplemented, the Florida Constitution, and other applicable provisions
of law.
SECTION 2. FINDINGS. It is hereby ascertained, determined and
declared that:
(A) The District previously issued its Collier County Water -Sewer District
Water and Sewer Refunding Revenue Bonds, Series 2003B (the "Series 2003B Bonds ")
in order to refund certain outstanding bonds of the District.
(B) The District has been informed by its financial advisor, Public Financial
Management, Inc. (the "Financial Advisor "), that it could achieve significant debt service
savings by issuing refunding bonds to refund all of the outstanding Series 2003B Bonds.
(C) The Financial Advisor, on behalf of the District, solicited proposals from
various qualified financial institutions to provide the District with a fixed interest rate
term loan in order to effect the refunding of the Series 20038 Bonds.
(D) The Financial Advisor has advised the District that the most beneficial
proposal was submitted by PNC Bank, National Association (the "Bank "), which
proposal is attached hereto as Exhibit A (the "Proposal ").
(E) It is in the best interests of the District to accept the Proposal of the Bank to
provide the District with a term loan in order to refund the Series 2003B Bonds and
achieve debt service savings for the District.
SECTION 5. ACCEPTANCE OF PROPOSAL. The District hereby
accepts the proposal of the Bank to provide the District with a term loan in the form
attached hereto as Exhibit A. All of the terms and provisions of the Proposal are hereby
approved and the Chairwoman is hereby authorized and directed to execute and deliver
the Proposal to the Bank.
SECTION 6. APPROVAL OF FORWARD FIXED RATE LOCK
LETTER. In order to establish and fix the interest rate at 1.47% per annum through June
30, 2013, it is necessary and desirable to execute a Forward Fixed Rate Lock Letter (the
"Rate Lock Letter "). The terms and provisions of the Rate Lock Letter attached hereto
as Exhibit B are hereby approved. The County Manager is hereby authorized and
directed to execute and deliver the Rate Lock Letter to the Bank.
SECTION 7. GENERAL AUTHORIZATION. The Chairwoman, the
County Manager, and other appropriate officers and staff of the District and the County
are authorized to execute and deliver such documents, instruments and contracts, whether
or not expressly contemplated hereby, and the County Attorney, bond counsel to the
District, the Financial Advisor and other employees or agents of the District and the
County are hereby authorized and directed to do all acts and things required hereby or
thereby as may be necessary for the full, punctual and complete performance of all the
terms, covenants, provisions and agreements herein and therein contained, or as
otherwise may be necessary or desirable to effectuate the purpose and intent of this
Resolution.
SECTION 8. 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 9. EFFECTIVE DATE. This Resolution shall become
effective immediately upon its adoption.
2
THIS RESOLUTION ADOPTED after motion, second and majority vote on this
the 11th day of June, 2013.
ATTES,,Tu
DWWHT- !�:#qCK, Clerk
By: ..4 ,
` put Clerk
Attest` fo C#ta�rm ''�
signature`gil
form and legality:
BOARD OF COUNTY COMM IONERS ,
COLLIER COUNTY, FLORH'); .ACTING'. "
AS THE EX OFFICIO 2 q ERI�TING
BOARD OF COLLi1I2 BOUNTY
WAT DISTRICT
Gt61GfA A. HILLER, ESQ. " \
CHAIRWOMAN
EXHIBIT A
PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION
4
L
P>7 0
May 23, 2013
Collier County Government, Purchasing Department
Mr. Adam Northrup
Mr. Joseph Beilone ,
3327 Tamiami Trail E
Naples, FL 34112
Re: Solicitation: 13 -6091 — Public Utilities Term Bank Loan
Dear Mr. Northrup and Mr. Beilone,
Attached you will find our response in reference to the above - mentioned Request For Proposal (RFP) for
Collier County, Florida regarding the tax exempt bank loan refunding for up to $19,000,000 non -bank
qualified. PNC Bank, NA is excited for the opportunity to assist The County in the completion of this
transaction.
PNC brings a team - oriented approach to each financing, offering deep industry experience and sound
technical expertise. Furthermore, PNC believes in developing full relationships with its clients. We work
hard to comprehensively understand our clients' unique financial needs, and leverage the complete
capabilities of the bank to respond with thorough, thoughtful solutions.
Once again, PNC is pleased be able to support Collier County, Florida in this credit financing solution and
aims to get the transaction completed in a timely fashion. If you have any questions or need any
additional information, please do not hesitate to contact me.
Regards,
/V
Nick Ayotte
Vice President, Public Finance
The PNC Financial Services Group
This Summary of Terms and Conditions is not a commitment or an offer to lend and does
not create any obligation on the part of the Bank. The Bank will not be deemed to extend
any commitment to the Borrower unless and until a formal commitment letter is issued.
This outline is only a brief description of the principal terms of the suggested loan and is
Intended for discussion purposes only.
COLLIER COUNTY, FLORIDA
SUMMARY OF TERMS AND CONDITIONS
May 23, 2013
Borrower Collier County, Florida ( "County", "District or the "Borrower)
Note The "District" refers to Collier County Water -Sewer District
Bank PNC Bank, National Association (the "Bank")
Amount Subject to credit approval and documentation, PNC proposes to
provide a Non -Bank Qualified Tax Exempt Fixed Rate Bank Loan for
up to $19,000,000.00 (the "Loan" or "Facility ")
Purpose To provide a fixed rate non -bank qualified tax exempt bank loan to
the County to (1) refund the Districts outstanding Water and Sewer
Refunding Revenue Bonds, Series 20038 and (2) to pay the
associated cost of issuance. This offering is for a private placement
on the Bank's balance sheet (no CUSIP number).
Collateral The Facility will be secured by a senior lien with the Prior District
Bonds by a pledge of an lien upon (1) the Net Revenues of the
District's Water and Sewer System and (2) certain charges imposed
by the District on Persons (as defined in the Resolution).
Amortization, Interest &
Maturity Interest will be payable semi- annually every January 1 and July 1
with the first payment on July 1, 2013. Principal will be paid annually
every July 1 with the first payment on July 1, 2014. Interest day
count method will be 30/360.
Interest Rates NBQ Rate: Tax - Exempt Fixed Rate *. 1.47%
(Rate held until June 5, 2013 — see below)
NBQ Rate: Tax- Exempt Fixed Rate ": 1.52%
(Rate held until June 12, 2013 — see below)
Collier County, Florida — Solicitation 13 -6091— Public Utilities Term Bank Loan
Summary of Terms and Conditions
'Rate will be held until June 5. 2013, at which point the County will
have executed a forward rate lock letter (assuming the Loan has not
closed). Should the loan not close or the Rate Lock Letter not be
executed within these time parameters, the Bank reserves the right
to adjust these rates or not offer the financings at all. Please also
note the executed Rate Lock Letter must be accompanied by a
formal authorization or Board approval to execute (i.e. an
enforceability opinion, stated in the Resolution, etc.)
"Rate will be held until June 12.2013, at which point the County will
have executed a forward rate lock letter (assuming the Loan has not
closed). Should the loan not close or the Rate Lock Letter not be
executed within these time parameters, the Bank reserves the right
to adjust these rates or not offer the financings at all. Please also
note the executed Rate Lock Letter must be accompanied by a
formal authorization or Board approval to execute (i.e. an
enforceability opinion, stated in the Resolution, etc.)
Default Rate Prime + 3.00% or maximum allowable by law, whichever is less.
Prepayment Prepayment at anytime within the guidelines of the Bank's Standard
Make Whole provisions.
Yield Protection If for any reason an event of taxability shall occur, the interest rate
charged on the outstanding principal balance of the Certificate shall,
effective as of and after the date of the occurrence of such event of
taxability, be increased to, calculated and recalculated at the taxable
equivalent rate.
Covenants Affirmative and negative covenants will be specified by the Bank for
inclusion in the Agreement including but not limited to the following:
1. Rate Covenant: As outlined in the Series 2003B Series Bonds
and all senior parity debt.
2. Ad Bonds Test: As outlined In the Series 2003B Series Bonds
and all senior parity debt.
Expenses All expenses incurred by the Bank shall be paid by the Borrowers.
These include, but are not limited to, fees and expenses of legal
counsel (inside and outside) and any other expenses in connection
with documenting, closing, monitoring or enforcing the Loans and
shall be payable at closing or otherwise on demand. Payment by
Borrowers of expenses described above shall not be contingent
upon the closing of the Loan. Legal fees will be for the account of
the Borrowers after documentation of the transaction has started,
regardless of whether the transaction closes. Mr. Mike Williams of
Akerman Senterfitt will serve as bank counsel and review -only (i.e.
no opinion) fees will be no greater than $5,500.
Collier County, Florida — Solicitation 13 -6091— Public Utilities Term Bank Loan
Summary of Terms and Conditions
Representations
And Warranties The Borrower shall make representations and warranties standard
for this type of transaction, in form and substance satisfactory to the
Bank.
Conditions Precedent Including, but not limited to, the following all of which shall be in form
and substance satisfactory to the Bank:
1) All documentation relating to the Loan in form and substance
satisfactory to the Bank.
2) The completion of an Additional Bonds Compliance Certificate, if
applicable, along with Rate Covenant compliance as continuing
disclosure.
3) Satisfactory review of other agreements relating to the Loan.
4) Evidence that Loan is on parity with all other senior debt
obligations.
5) Evidence that Borrower is authorized to enter into this
transaction.
6) No material adverse change in the condition, financial or
otherwise, operations, properties, assets or prospects of the
Borrower.
7) No material threatened or pending litigation against the borrower
or additional material contingent obligations of the Borrower.
8) Delivery of opinions of counsel.
9) Payment of all legal fees.
Reporting
Requirements Annual audited financial statements for the borrower within 180 days
of the Borrower's fiscal year end.
Continuing disclosure as it relates to the Rate Covenant and Ad
Bonds Test, if applicable.
Budgets, forecasts and other items as may be reasonably requested
by the Bank which are prepared by the Borrower and submitted to
the Bank no later than the first day of each Fiscal Year.
Events of Default 1) Payment default.
2) Breach of Representations or Warranties.
3) Violation of covenant(s).
Collier County, Florida — Solicitation 13 -6091— Public Utilities Term Bank Loan
Summary of Terms and Conditions
4) Bankruptcy, insolvency.
5) Cross Default to other indebtedness or any condition which
results in the acceleration of other indebtedness of the Borrower.
6) Loan documents unenforceable.
7) Adverse judgments.
8) Change of control.
9) Cessation of business.
10) Default under governing bond documents.
Other Events of Default as appropriate
Documentation Resolution and other loan documents in form and substance
satisfactory to the Bank must be executed and delivered containing
representations , warranties, covenants, indemnities, conditions to
lending, events of default and other provisions as are appropriate in
the Bank's opinion and specified by the Bank.
Governing Law State of Florida. Consent to Florida Jurisdiction. Waiver of jury trial.
Indemnification Standard indemnification of the Bank by the Borrower will apply.
Underwriting Should PNC be appointed the winner of this RFP, the Bank requires
a minimum of 3 weeks for the formal underwriting process from the
appointed date.
Expiration This proposal expires June 30, 2013 and the Facility must close no
later than this date unless otherwise extended by the Bank in writing.
The Rate Lock Letter provisions will also apply.
y�yrty Email: adamnorthrup @colliergov.net
Telephone: (239) 252 -6098
AdministraM Services Division FAX: (239) 252 -6302
Purc hasim
ADDENDUM #1
Memorandum
Date: May, 15 2013
From: Adam Northrup, Procurement Strategist
To: Interested Bidders
Subject: Addendum # 1
13 -6091 — Public Utilities Term Bank Loan
The following additional information is issued as an addendum as a result of questions
asked by interested parties. This addendum includes files 1 — 4 of 7.
1. Updated debt schedule with P &I broken down for all W &S debt and Combined
Water and Sewer Debt. See attached spreadsheet. Please note that this schedule
has not been updated for P and I payments made between 10/01/2012 and
5/13/2013.
2. Rate Studies — Attached are the latest rate studies for Water and Sewer User
Rates, IQ Water, Wholesale Water and Goodland Water District. Goodland Water
District is now part of the CCWSD.
3. Engineers Reports — Attached are compliance inspections from FDEP.
If you require additional information please post a question on the Online Bidding site or
contact me using the above contact information.
c: Laura Zautcke
Please sign below a d return a copy of this Addendum with your submittal for the above referenced
solicitation.
- , J //5/13
s
(Signature) F Da
(Name of Firm)
13 -6091
Pubflc Utilitles Tenn Bank Loan
1
A
. �tO>ity Email: adamnorthrup @colliergov.net
Telephone: (239) 252 -6098
Administra im SServviioes Division FAX: (239) 252 -6302
Pumha
ADDENDUM #2
Memorandum
Date: May, 17 2013
From: Adam Northrup, Procurement Strategist
To: Interested Bidders
Subject: Addendum # 2 ,
13 -6091 — Public Utilities Term Bank Loan
The following additional information is issued as an addendum as a result of questions
asked by interested parties. This addendum includes 3 additional files.
1. Age of water /waste water plants:
Water Plants:North: Nano - filtration —1993
Reverse Osmosis expansion —1999
South: Water Lime Softening Plant — Mid 1980's and expanded in 1988
Reverse Osmosis Treatment Plant 2004 and expanded in 2007
Wastewater: South WW Plant —1989 and expansions in 1996, 1998 and 2004
North WW Plant — Built in mid 1970's with expansions in 1999 and 2005
2. Neighboring community retail rate comparisons for W &S rates assuming 5,000 gallons
See attached document 2012 Rate Survey
2. Provide YTD operating results with comparisons to same date for previous year and
comparison to budget
See attached spreadsheet
If you require additional information please post a question on the Online Bidding site or
contact me using the above contact information.
c: Laura Zautcke
Please sign below and r turn a copy of this Addendum with your submittal for the above referenced
solicitation. 17
1;)Xle
(Name of Firm)
Date
13 -8091
Public Utilities Term Bank Loan
1
So ,er County
Administrelve Services Division
Purchasing
Memorandum
Date: May, 20 2013
Email: adamnorthrup @colliergov.net
Telephone: (239) 252 -6098
FAX: (239) 252 -6302
ADDENDUM #3
From: Adam Northrup, Procurement Strategist
To: Interested Bidders
Subject: Addendum # 3
13 -6091 — Public Utilities Term Bank Loan
The following additional information is issued as an addendum as a result of questions
asked by interested parties. This addendum includes 1 additional file.
Reconciliation of Non - Operating revenues (2010, 2011 and 2012) reported in Table
2 of the Annual Debt Report to the Statement of Revenues, Expenses and Fund Net
Assets. See attached spreadsheet, file 3.1
If you require additional information please post a question on the Online Bidding site or
contact me using the above contact information.
c: Laura Zautcke
Please sign below and
solicitation.
a copy of this Addendum with your submittal for the above referenced
IPAJd- &t_ ��
(Name of Firm)
S Z< t
Dat
13 -6091
Pubtic Ulillpes Term Bank Loan
1
Memorandum
Date: May, 20 2013
Email: adamnorthrup@colliergov.net
Telephone: (239) 252 -6098
FAX: (239) 252 -6302
ADDENDUM #4
From: Adam Northrup, Procurement Strategist
To: Interested Bidders
Subject: Addendum # 4
13 -6091 — Public Utilities Term Bank Loan
In order to give all vendors sufficient time to review the new information provided, the ending date
for this solicitation is now as follows:
Thursday May 23, 2013, 3:OOPM
If you require additional information please post a question on the Online Bidding site or
contact me using the above contact information.
c: Laura Zautcke
Please sign below and turn a copy of this Addendum with your submittal for the above referenced
solicitation.
(Signature) Datek
Lwe- &'e- AIX
(Name of Firm)
13 -6091
Public Utilities Term Bank Loan
1
r
Cofffer C014"ity
AdrdnMaWe Sere m Wsion
PurchasN
Attachment 2: Vendor's Check List
IMPORTANT: THIS SHEET MUST BE SIGNED BY VENDOR. Please read carefully, sign in the
spaces indicated and return with bid.
Vendor should check off each of the following items as the necessary action is completed:
1. The Bid has been signed.
2. The Bid prices offered have been reviewed.
3. The price extensions and totals have been checked.
4. The payment terms have been indicated.
5. Any required drawings, descriptive literature, etc. have been Included.
6. Any delivery information required is included.
7. If required, the amount of bid bond has been checked, and the bid bond or cashiers check has
been included.
8. Addendum have been signed and included, if applicable.
9. Affidavit for Claiming Status as a Local Business, if applicable.
10. Immigration Affidavit and company's E- Verify profile page or memorandum of understanding.
11. Copies of licenses, equipment lists, subcontractors or any other information as noted in this
ITB.
12. The mailing envelope must be addressed to:
Purchasing Director
Collier County Government
Purchasing Department
3327 Tamiami Trail E
Naples FL 34112
The mailing envelope must be sealed and marked with:
• Solicitation: 13 -6091 — Public Utilities Term Bank Loan
• Opening Date: 05/21/2013
13. The bid will be mailed or delivered In time to be received no later than the specified opening date
and time. (Otherwise bid cannot be considered.)
ALL COURIER DELIVERED BIDS MUST HAVE THE BID NUMBER AND TITLE ON THE OUTSIDE
OF THE COURIER PACKET.
Compan Nagle
Signature Ijg
Date
13.6091 17
PublicUti lUes Term Bank Loan
Co �e1� Country
Adrriinistnative Setvioes Division
Purcfwsing
Attachment 3: Vendor Submittal - Bid Response Form
FROM: U�1 & � N, A
Board of County Commissioners
Collier County Government Center
Naples, Florida 34112
RE: Solicitation: 13 -6091 — Public Utilities Term Bank Loan
Dear Commissioners:
The undersigned, as Vendor, hereby declares that the specifications have been fully examined and
the Vendor is fully informed in regard to all conditions pertaining to the work to be performed for as
per the scope of work. The Vendor further declares that the only persons, company or parties
interested in this Bid or the Contract to be entered into as principals are named herein; that this Bid is
made without connection with any other person, company or companies submitting a Bid; and it is all
respects fair and in good faith, without collusion or fraud.
The Vendor proposes and agrees if this Bid is accepted, to contract, either by a County issued
purchase order or formal contract, to comply with the requirements in full in accordance with the
terms, conditions and specifications denoted herein, according to the following unit pri � s:
SSE I /Zo s Arlo
* * * SEE FOLLOWIN�PAGE�Sll * CDitlDJT104S 4
Any discounts or terms must be shown on the Bid Response Form. Such discounts, if any, will be
considered and computed in the tabulation of the bids. In no instance should terms for less than
fifteen (15) days payment be offered.
Prompt Payment Terms: % Days; Net_,_, Days
Please submit a paper ORIGINAL and THREE exact copies on Campact Disk (CD). The
undersigned do agree that should this Bid be accepted, to execute a formal contract, if required, and
present the formal contract to the County Purchasing Director for approval within fifteen (15) days
after being notified of an award.
13 -6091 18
Public Utilities Term Bank Loan
IN WITNESS WHEREOF WE have hereunto subscribed our names on this day of
201 � in the County of
11-:E- . in the State of p
Firm's Complete Legal Name pw,
&944 9A
Address ow, pl
1ptt� 11. i r44-
City, State, Zip r!
PA is
Florida Certificate of Authority
Document Number
Federal Tax Identification
Number
CCR # or CAGE Code
Telephone Number
FAX Number
Signature / Title
Type Name of Signature A)(0
Date &IIZI
3
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Additional Contact Information
Send Payments To: (REQUIRED ONLY if different from above)
Firm's Complete Legal. Name
Address
City, State, Zip
Contact Name
Telephone Number
FAX Number
Email Address
ww�
Notary Public, State of Florida
My Commission Expires Aug. 9, 2018
My Commission 0 EE 120422
Bonded through National Notary As )n.
13 -6091 19
Public Utilities Term Bank Loan
co& county
Adm nWmtive Services Division
PUMbaing
Attachment 4: Vendor Submittal — Local Vendor Preference Affidavit
Solicitation: 13 -6091— Public Utilities Term Bank Loan (Check Appropriate Boxes Below)
State of F rida (Select County if Vendor is described as a Local Business
Collier County
Lee County
Vendor affirms that it is a local business as defined by the Purchasing Policy of the Collier County Board of
County Commissioners and the Regulations Thereto. As defined in Section XI of the Collier County Purchasing
Policy;
A "local business" is defined as a business that has a valid occupational license issued by either Collier or Lee
County for a minimum of one (1) year prior to a Collier County bid or proposal submission that authorizes the
business to provide the commodities or services to be purchased, and a physical business address located
within the limits of Collier or Lee Counties from which the vendor operates or performs business. Post Office
Boxes are not verifiable and shall not be used for the purpose of establishing said physical address. In addition
to the foregoing, a vendor shall not be considered a "local business" unless It contributes to the economic
development and well -being of either Collier or Lee County in a verifiable and measurable way. This may
include, but not be limited to, the retention and expansion of employment opportunities, the support and
Increase to either Collier or Lee County's tax base, and residency of employees and principals of the business
within Collier or Lee County. Vendors shall affirm in writing their compliance with the foregoing at the time of
submitting their bid or proposal to be eligible for consideration as a "local business" under this section.
Vendor must complete the following information:
Year Business Established In [%Collier County or ❑ Lee County: j // --��
Number of Employees (Including Owner(s) or Corporate Officers). D rQlfL : ST
Number of Employees Living In ❑ Collier County or ❑ Lee (Including Owner(s) or Corporate Officers):
If requested by the County, vendor will be required to provide documentation substantiating the information
given in this affidavit. Failure to do so will result in vendor's submission being deeme not pplicable.
Vendor Name: �Ne &K 4 N4 Date: S
Address in Collier or Ley Coynty:
Signature:
STATE OF FLORIDA
El. COLLIER COUNTY RILEE COUNTY
Title: V �"
Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day
of i'i g l 20
/W*-
Notary Public
......«.....�
JACQUELINE RUSHER
My Commission Expires: 6- 1. 01615
Notary Public, State of Florida
( AFFIX OFFICIAL SEAL)
My Commission Expires Aug. 9, 2015
My Commission # EE 120422
Bonded through National Notary Asin.
13.6001
20
Public Utilities Term Bank Loan
Collier County
A*&*b A-8 Savices oMOM
pwdwft
Attachment 5: Vendor Submittal - Immigration Affidavit
Solicitation: 13 -8091- Public Utilities Term Hank Loan
This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal
Invitations to Bid (ITB's) and Request for Proposals (RFP) submittals. Further, Vendors / Bidders are required to enrol,
in the E- Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of ti
vendor's /bidder's proposal. Acceptable evidence consists of a copy of the properly completed E- Verify Compa
Profile page or a copy of the fully executed E- Verify Memorandum of Understanding for the company. , ailure
Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien
workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section 274A(e) of
the Immigration and Nationality Act ("INA ").
Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A (e) of the
} INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A (e) of the INA shall be
grounds for unilateral termination of the contract by Collier County.
Vendor attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration Act
and subsequent Amendment(s)) and agrees to comply with the provisions of the Memorandum of Understanding with E-
Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E- Verify), operated by the
Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the
Vendor's / Bidder's proposal.
Company Name Pte+✓ &1= AZA
Print Name
Title V P
Signature
Date
State of FI-O t2 t pk
County of LEE-
The foregoing I strument was signed and acknowledged before me this `i_day ofy . 20 by
A) l cm A`f 077- who has produced fit. D L. i4_?00 6 3 b73ogr3bas identification.
(P int ype Name) (Type of Identification and Number)
o )6ry P bile Signature
v /, �e� �P.� try PW1 NE RUSHER
Note PuWtc, Slate of Florida
Printed Na a of Notary Public My Commission Expires Aug. 9, 2018
My Commission N EE 120422
E45 /a ova a , AblG . 20 /rf Bonded through National Notary As?n.
Notary Commission umber /Expiration
The signee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein, the truth and accuracy of
this affidavit to interrogatories hereinafter made.
13 -6091 2
Public Utilities Term Bank Loan
E -Veri
Company ID Number: 19959
Client Company ID Number: 837667
THE E- VERIFY PROGRAM FOR EMPL0YMIENT VERIFICATION! MEMORANDUM OF
UNDERSTANDING FOR EMPLOYERS USING A E- VERIFY EMPLOYER AGENT-
ARTICLE I
PURPOSE AND AUTHORITY
This Memorandum of Understariding (MOU) sets forth the points of agreement between the
Department of Homeland Security (DHS), PNC Bank, N.A. (Employer), and TALX Cornoratiol
.(E- Verify Employer Agent) regarding the Employer's and E -Verify Employer Agent's participation
in the Employment Eligibility Verification Program (E- Verify). This MOU explains certain
features of the E:Verify program and enumerates specific responsibilities of DHS, the Social
Security Administration (SSA), the Employer, and the E -Verify Employer Agent.. References to
the Employer include the E- Verify Employer Agent when acting. on behalf of the Employer. E-
Verify is a program that electronically confirms an employee's eligibility to work in the United
States after completion of the Employment Eligibility Verification Form (Form 1 -9). For covered
government contractors, E- Verify is used to verify the employment eligibility of all newly hired
employees and all existing employees assigned to Federal contracts or to verify the entire
workforce if the contractor so chooses.
Authority for the E- Verify program is found in Title IV, Subtitle A, of the Illegal immigration
Reform and Immigrant Responsibility Act of 1996 (IIRIRA), Pub. L. 104 -208, 110 Stat. 3009, as
amended '(8 U.S.C. § 1324a note). Authority for use of the E -Verify program by Federal
contractors and subcontractors covered by the terms of Subpart 22.18, "Employment Eligibility
Verification ", of the Federal Acquisition Regulation (FAR) (hereinafter referred to in this MOU as
a "Federal contractor with the FAR E -Verify clause ") to verify the employment eligibility of
certain employees working'on Federal contracts is also found in Subpart 22.18 and in Executive
Order 12989, as amended.
ARTICLE Il
FUNCTIONS TO BE PERFORMED
A. RESPONSIBILITIES OF SSA
1. SSA agrees to provide the Employer (through the E- Verify Employer Agent) with
available information that will allow the Employer to confirm the accuracy of Social Security
Numbers provided by all employees verified under this MOU and the employment
authorization of U.S. citizens.
2. SSA agrees to provide the Employer and E -Verify Employer Agent appropriate
assistance with operational problems that may arise during the Employer's participation in
E- Verify. SSA agrees to provide the E- Verify Employer Agent with names, titles, addresses,
-and telephone numbers of SSA representatives to be contacted during the E -Verify
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process.
3. SSA agrees to safeguard the information provided by the Employer through the E- Verify
program procedures, and to limit access to such information, as is appropriate by law, to
individuals responsible for the verification of Social Security Numbers and for evaluation of
E- Verify or such other persons or entities who may be authorized by SSA as governed by
the Privacy Act (5 U.S.C. § 552a), the Social Security Act (42 U.S.C. 1306(a)),- and SSA
regulations (20 CFR Part 401).
4. SSA agrees to provide a means of automated verification that is designed (in conjunction
with DHS's automated system if necessary)• to provide confirmation or tentative
nonconfirmation of U.S. citizens' employment eligibility within 3 Federal Government work
days of the initial inquiry.
5. SSA agrees to provide a means of secondary verification (including updating SSA
records as may be necessary) for employees who contest SSA tentative nonconfirmations
that is designed to provide final confirmation or nonconffrmation of U.S. citizens'
employment eligibility and accuracy of SSA records for both citizens and non- citizens within
10 Federal Government work days of the date of referral to SSA, unless SSA determines
that more than 10 days may be necessary. In such cases, SSA will provide additional
verification instructions.
B. RESPONSIBILITIES OP DHS
1. After SSA verifies the accuracy of SSA records for employees through E- Verify, DHS
agrees to provide the Employer (through the E- Verify Employer Agent) access to
selected data from DHS's database to enable the Employer (through, the E- Verify
Employer Agent) to conduct, to the extent authorized by this MOU:
• Automated verification checks on employees by electronic means, and
• Photo verification checks (when available) on employees.
2. DHS agrees to provide to the Employer and E -Verify Employer Agent appropriate
assistance with operational problems that may arise during the Employer's participation
In E- Verify. DHS agrees to provide the E- Verify Employer Agent names, titles,
addresses, and telephone numbers of DHS representatives to be contacted during the
E- Verify process.
3. DHS agrees to ,make available to the Employer (through the E- Verify Employer Agent),
at the E- Verify Web site and on the E- Verify Web browser, instructional materials on E-
Verify policies, procedures and requirements for both SSA and DHS, including
restrictions on the use of E- Verify. DHS agrees to provide training materials on E- Verify.
4. QHS agrees to provide to the Employer (through the 8-Verify Employer Agent) a notice,
which indicates the Employer's participation In the E -Verify program. DHS also agrees to
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T.- Al:_��
provide to the Employer (through the E- Verify Employer Agent) anti - discrimination
notices issued by the Office of Special Counsel for Immigration- Related Unfair
Employment Practices (OSC), Civil Rights Division, U.S. Department of Justice.
5. DHS_ agrees to issue the E -Verify Employer Agent a user identification number and
password that will be used exclusively by the E- Verify Employer Agent, on behalf of the
Employer, to verify information provided by employees with DHS's databases.
6. DHS agrees to safeguard the information provided to DHS by the Employer (through the
E- Verify Employer Agent), and to limit access to such information to individuals
responsible for the verification of employees' employment eligibility and for evaluation of
the E Verify program, or to such other persons or entities as may be authorized by
applicable law. Information will be used only to verify the accuracy of Social Security
Numbers and employment eligibility, to enforce the Immigration and Nationality Act (INA)
and Federal criminal,laws, and to administer Federal contracting requirements.
7. DHS agrees to provide a means of automated verification that is designed (in
conjunction with SSA . verification procedures) to provide confirmation or tentative
nonconfirmation of employees' employment eligibility within 3 Federal Government
workdays of the initial inquiry.
8. DHS agrees to provide a means of secondary verification (including updating DHS
records as may be necessary) for employees who contest DHS tentative
nonconfirmations and photo non -match tentative nonconfirmations that is designed to
provide final confirmation or nonconfirmation of the employees' employment eligibility
within 10_ Federal Government work days of the date of referral to DHS, unless DHS
determines that more than 10 days may be necessary. In such cases, DHS will provide
additional verification instructions.
C. RESPONSIBILITIES OF THE EMPLOYER
1. The Employer agrees to display the notices supplied by DHS (through the E- Verify
Employer Agent) in a prominent place that is clearly visible to prospective employees
and all employees who are to be verified through the system.
2. The Employer agrees to provide to the SSA and DHS the names, titles, addresses, and
telephone numbers of the Employer representatives to be contacted regarding E- Verify.
3. The Employer agrees to become familiar with and comply with the most recent version
of the E- Verify User Manual. The Employer will obtain the E -Verify User Manual from the
15-Verity Employer Agent.
4. The Employer agrees to comply with current Form 1 -9 procedures, with two exceptions:
• If an employee presents •a "List B" •identity document, the Employer agrees to only
accept "List B" documents that contain a photo. (List S documents identified in 8
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C.F.R. § 274a.2(b)(1)(s)) can be presented during the Form 1 -9 process to establish
identity.) If an employee objects to the photo requirement for religious reasons, the
Employer should contact E- Verify at 1- 888 - 464- 4218..
o If an employee presents a DHS Form 1-651 (Permanent Resident Card) or Form 1-
786 (Employment Authorization Document) to complete the. Form 1 -9, the Employer
agrees to make a photocopy of the document and to retain the photocopy with the
employee's Form 1 -9. The photocopy must be of sufficient quality to allow for
verification of the photo and written Information. The employer will use the
photocopy to verify the photo and to assist DHS with its review of photo non - matches
that are contested by employees. Note that employees retain the right to present
any List A, or List B and List C, documentation to complete the Form 1 -9. DHS may
in the future designate other documents that activate the photo screening tool.
S. The Employer understands that participation in E- Verify does not exempt the Employer
from the responsibility to complete, retain, and' make available for inspection Forms 1 -9
that relate to its employees, or from other requirements of applicable regulations or laws,
including the obligation to comply, with the antidiscrimination requirements of section
274B'of the INA with respect to Form 1 -9 procedures, except for the following modified
requirements applicable by reason of the Employer's participation in E- Verify: (1) Identity
documents must have photos, as described in paragraph 4 above; (2) a rebuttable
presumption Is established that the Employer has not violated section 274A(a)(1)(A) of
the immigration and Nationality Act (INA) with respect to the hiring of any individual If it
obtains confirmation of the identity and employment eligibility of the individual in good
faith. compliance with the terms and conditions of E- Verify; (3) the Employer must notify
DHS if it continues to employ any employee after receiving a finai'nonconffrmation, and
is subject to a civil money penalty between $650 and $1,100 for each failure to notify
DHS of continued employment following a final nonconfirmation; .(4) the Employer is
subject to a .rebuttable presumption that it has knowingly employed an unauthorized
alien in violation of section 274A(a)(1)(A) if the Employer continues to employ an
employee after receiving a final nonconfbmation; and (5) no person or entity participating
In E- Verify Is civilly or criminally liable under• any law for any action taken in good faith
based on Information provided through the confirmation system. DHS reserves the tight
to conduct Form 1 -9 and E Verify system compliance inspections during the course of E-
Verify, as well as to conduct any other enforcement activity authorized by law.
6. The Employer agrees to initiate E- Verify verificatior procedures (through the E- Verify
Employer Agent), for new employees within 3 Employer business days after each
employee has been hired (but after both sections 1 and 2 of the Form 1 -9 have been
completed), and to complete as many (but only as many) steps of the E- Verify process
as are necessary according to the E- Verify User Manual, or in the case of Federal
contractors with the 'FAR E- Verify clause, the E Verify User Manual for Federal
Contractors. The Employer is prohibited from initiating verification procedures before the
employee has been hired and the Form 1 -9 completed. If the automated system to be
.queried is temporarily unavailable, the 3 -day time period is extended until it is again
operational in order to accommodate the Employer's attempting, in good faith, to make
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inquiries during the period of unavailability. Employers may initiate verification, through
the •E- Verify Employer .Agent, by notating the Form 1 -9 In circumstances where the
employee has applied for a Social Security Number (SSN) from the SSA and is waiting
to receive the SSN, provided that the Employer (through the E -Verify Employer Agent)
performs an E- Verify employment verification query using the employee's SSN as soon
as the SSN becomes available.
7. The Employer agrees not to use E- Verify procedures for pre - employment screening of
Job applicants, in support of any unlawful employment practice, or for any other use not
authorized by this MOU. Employers must use E -Verify (through its E -Verify Employer
Agent) for.all new employees, unless an Employer Is a Federal contractor -that qualifies
for the exceptions described in Article II.D.1.c. Except as provided in Article II.D, the
Employer will not verify selectively and will not -verify employees hired . before the
effective date of this MOU. The Employer understands that if the Employer uses the E-
Verify system for any purpose other than as authorized by this MOU, the Employer may
be subject to appropriate legal action and termination of its aocess to SSA and OHS
Information pursuant to this MOU.
8. The Employer (through its E:Verify Employer Agent) agrees to follow appropriate
procedures (see Article Ill. below) regarding tentative nonconfirmations, including
notifying employees in private of the finding and providing them written notice of the
findings, providing written referral instructions to employees, allowing employees to
contest the finding, and not taking adverse action against employees. If they choose to
contest the finding. Further, when employees contest a tentative nonconfirmation based
upon a photo non - match,. the Employer is required to take affirmative steps (see Article
111.13. below) to contact OHS with information necessary to resolve the challenge.
9. The Employer agrees not to take any adverse action. against an employee based upon
the employee's perceived employment eligibility status while SSA or OHS is processing
the verification request unless the Employer obtains knowledge (as defined in 8 C.F.R. §
274a.1 {I)) that the employee is not work authorized. The Employer understands that an
initial inability of the SSA or OHS automated verification system to verify work
authorization, a tentative nonconfirmation, a case in continuance (indicating the need for
additional time for the government to resolve a case), or the .finding 'of a photo non -
match, does not establish, and should not be interpreted as evidence, that the employee
Is not work authorized. In any of the cases listed above, the employee must be provided
a full and fair opportunity to contest the finding, and if he or. she does so, the employee
may not be terminated or suffer any adverse employment consequences-based upon the
employee's perceived employment eligibility status (including denying, reducing, or
extending work hours, delaying or preventing training, requiring an employee to work In
poorer conditions, refusing to assign the employee to a Federal contract or other
assignment, or otherwise subjecting an employee'to any assumption that he or she is
unauthorized to work, or otherwise mistreating an employee) until and unless secondary
verification by SSA or DHS has been completed and a final nonconfirmation has been
issued. if the employee does not choose to contest a tentative nonconfirmation or a
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photo non -match or if a secondary verification is completed and a final nonconfirmation
is issued, then the Employer can find.the employee is not work authorized and terminate
the employee's employment. Employers or employees with questions about a final
nonconfirmation may call E- Verify at 1- 888 -464 -4218 or OSC at 1- 800 - 255 -8155 or 1-
800- 237 -2515 (TDD).
10. The Employer agrees to comply with Title VII of the Civil Rights Act of 1964 and section
2748 of the INA, as applicable, by not discriminating unlawfully against any Individual in
hiring, firing, or recruitment or referral practices because of his or her national origin or,
In the case of a protected individual as defined in section 274B(a)(3) of the INA, because
of his or her citizenship. status. The Employer understands that such illegal practices
can include selective verification or use of E- Verify except as. provided in part D below,
or discharging or refusing to hire employees because they appear or sound "foreign" or
have received tentative nonconfirmations: The Employer further understands that any
violation of the unfair Immigration- related employment practices provisions in section
27413. of the INA could subject the Employer to civil penalties, back pay awards, and
other sanctions, and violations of Title VII could subject the Employer to back pay
awards, -compensatory and punitive damages. Violations of either section 2748 of the
INA or Title VII may also lead to the termination of its participation in E- Verify. if the
Employer has any questions relating to the anti - discrimination provision, it should
contact OSC at 1- 800 -255 -8155 or 1-800-237-2515 (TDD). * .
11. The Employer agrees to record the case verification number on the employee's Form 1 -9
or to print' the screen containing the case verification number and attach it to the
employee's Fonn 1 -9.
12. The Employer agrees that it will use the information it receives from SSA or DHS
(through the E -Verify Employer Agent) pursuant to E -Verify and this MOU only to confirm
the employment eligibility of employees - as authorized by this MOU. The Employer
agrees that it will safeguard this information, and means of access to it (such as PiNS
and passwords) to ensure that it is not used for any other purpose and as necessary to
protect its confidentiality, including ensuring that it is not disseminated to any person
other than employees of the Employer who are authorized to perform the Employer's
responsibilities under this MOU, except for such dissemination as may be authorized in
advance by SSA or DHS for legitimate purposes.
13. The Employer acknowledges that the information which it receives through the E- Verify
Employer Agent from SSA is governed by the Privacy Act (5 U.S.C. § 552a(i)(1) and (3))
and the Social Security Act (42 U.S.C. 1306(a)), and that any person who obtains this
information under false pretenses or uses it for any purpose other than as provided for in
this MOU may be subject to criminal penalties.
14. The Employer agrees to cooperate with DHS and SSA In their compliance monitoring
and evaluation -of. E- Verify, including by permitting DHS and SSA, upon reasonable
notice, to review Forms 1 -9 and other employment records and to Interview it and its
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employees regarding the Employer's use of E- Verify, and to respond in a timely and
accurate manner to DHS requests for information relating to their participation in E-
Verify.
D. RESPONSIBILITIES OF FEDERAL CONTRACTORS WITH THE FAR E- VERIFY CLAUSE
I. The Employer understands that if It Is a Federal contractor subject to.the employment
verification terms In Subpart. 22.18 of the FAR it must verify the employment eligibility of
any existing employee assigned to the contract and all new hires, as discussed in the
Supplemental Guide for Federal Contractors. Once an employee has been verified
through E -Verify by the Employer, the Employer may not reverify the employee through
E- Verify.
a. Federal contractors with the FAR E- Verify clause agree to become familiar with
and comply with the most recent versions of - the E Verify User Manual for
Federal Contractors* and the E- Verify Supplemental Guide for Federal
Contractors.
b. Federal contractors with the FAR E -Verify clause agree to complete a tutorial for
Federal contractors with the FAR E- Verify clause. .
c. Federal contractors with the FAR E- Verify clause riot enrolled ,at the time of
contract award: An Employer that is not enrolled in E- Verify as a Federal
contractor at the time of a contract award must enroll as a Federal contractor with
the FAR E -Verify clause In E- Verify within 30 calendar days of contract award
and, within 90 days of enrollment; begin to use E- Verify to Initiate verification of
employment eligibility of new hires of the Employer who are working in the United
States, whether or not assigned to the -contract. Once the Employer begins
verifying new hires, such verification of new hires must be initiated within 3
business days after the date of hire. Once enrolled in - E- Verify 'as a Federal
contractor with the FAR E- Verify clause, the Employer must initiate verification of
employees assigned to the contract within 90 calendar days from the time of
enrollment In the system and then selecting which employees will be verified in
E- Verify or within 30 days of an employee's assignment to the contract,
whichever date is later.
d. Employer that are already enrolled In E- Verify at the time of a contract award but
are not enrolled in• the system as a Federal contractor with the FAR E- Verify
clause: Employers enrolled in E- Verify as a Federal contractor for 90 days or
moire at the time of a contract award must use E -Verify to initiate verification of
employment eligibility for new hires of the Employer who are working in the
United States, whether or not assigned to the contract, within 3 business days
after the date of hire. Employers enrolled in E- Verify as other than a Federal
contractor with the FAR E- Verify clause, must update E- Verify to Indicate that
they are a Federal contractor with the FARE Verify claiase.within 30 days after
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assignment to the contract. If the Employer is enrolled in E -Verify for 90 calendar
days or less at the time of contract award, the. Employer must, within 90 days of
enrollment,, begin to use E- Verify to initiate verification of new hires of the
contractor who are working in the United States, whether or not assigned to the
contract. Such verification of new hires must be initiated within 3 business days.
after the date of hire. An Employer enrolled as a Federal contractor with the FAR
E -Verify clause in E -Verify must initiate verification of each employee assigned to
the contract within 90 calendar days after date of contract award or within 30
days after assignment to the contract, whichever is later.
e. institutions of higher education, State, local and tribal governments and sureties:
Federal contractors with the FAR E- Verify clause that are institutions of higher
education (as defined at 20 U.S.C. 1001(a)), State or local governments,
governments of Federally recognized Indian tribes, or sureties performing under
a takeover agreement entered into with a Federal agency pursuant to. a
performance bond may choose to only verify new and. existing employees
assigned to the Federal contract. Such Federal contractors with the FAR E-
Verify clause may, however, elect to verify all new hires, and/or all' existing
employees. Hired after November 6, 1986. The provisions of Article 11, part D,
paragraphs 1.a and 1.b of this MOU providing 'timeframes for initiating
employment verification of, employees assigned to. a contract apply to such
institutions of higher education, State, local ,tribal governments, and sureties.
Verification of all employees:- Upon enrollment, Employers who are Federal
contractors with the FAR E- Verify clause may elect to verify employment
eligibility of all existing employees working in the -United States who were hired
after November 6, 1886, instead of verifying only new employees and. those
existing employees assigned to a covered Federal contract. After enrollment,
Employers must elect to do so only in the manner designated by DHS and initiate
E Verify verification of all existing employees within 180 days after the election.
g. Form 1 -9 procedures for existing employees of Federal contractors with the FAR-
E-Verify clause: Federal contractors with the FAR E- Verify clause (through their
E- Verify Employer Agent) may choose to complete new Forms I -9 for all existing
employees other than those that are completely exempt from this process.
Federal contractors with the FAR E- Verify clause may also update previously
completed Forms 1 -9 to initiate E -Verify verification of existing employees who
are not completely exempt as .long as that Form 1 -9 is complete (including the
SSN), complies with Article II.C.4, the employee's work authorization has not
expired, and the Employer has reviewed the information reflected in the Form 1 -9
either in person or in communications with the employee to ensure that the
employee's stated basis in section 1 of the Form 1 -9 for work authorization has
not changed (including, but not limited to, a lawful permanent resident• alien
having become a naturalized U.S. citizen). If the Employer is unable to
determine that the Form 1-9 complies with Article II.C.4, if the employee's basis
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for work authorization as attested in section 1 has expired or changed, or if the
Form 1 -9 contains no SSN or is otherwise incomplete, the Employer shall
complete a new 1 -9 consistent with Article II.C.4, or update the previous 1 -9 to
provide the necessary Information. If section 1 of the Form 1 -9 is otherwise valid
and up-to -date and the form otherwise complies with Article II.C.4, but reflects
documentation (such as a U.S. passport or Form 1 -551) that expired subsequent
to completion of the Form 1-9, the Employer shall not require the production of
additional documentation, or use the photo screening tool described In Article
iI.C.4, subject to any additional or superseding instructions that may be provided
on this subject in the Supplemental Guide for Federal. Contractors. Nothing in
this section shall be construed to require a second verification using E Verify of
any assigned employee who has previously been verified as a newly hired
employee under this MOU, or to'authorize verification of any existing employee
by any Employer that Is not a Federal contractor with the FAR E -Verify clause.
2. The Employer understands that if it is a Federal contractor with the FAR E- Verify clause,
Its compliance with this MOU is a performance requirement under the terms of the
Federal contract or subcontract; and the Employer consents to the'release of information
relating to compliance with its verification responsibilities under this MOU to contracting
officers or other officials authorized to'review the Employer's compliance with Federal
contracting requirements.
E. RESPONSIBILITIES OF THEE VERIFY EMPLOYER AGENT
1. The E- Verify Employer Agent agrees to provide to the SSA and OHS the names, titles,
addresses, and telephone•numbers of the E- Verify Employer Agent representatives who
will be accessing Information under E- Verify.
2. The E- Verify Employer Agent agrees to become familiar with and comply with the E-
Verify User Manual and provide a copy of the manual to the Employer so that the
Employer can become familiar with and comply with E- Verify policy and procedures.
3. The E-Verify Employer Agent agrees that any E- Verify Employer Agent Representative
who will perform. employment verification queries will complete the E- Verify Tutorial
before that individual initiates any queries,
a. The E- Verify Employer Agent agrees that all E-Verify Employer Agent
representatives will take the refresher tutorials initiated by the E -Verify program
as a condition of continued use -of E- Verify, including any 'tutorials for Federal
contractors if the Employer is a Federal contractor.
b. Failure to complete a refresher tutorial will prevent the E- Verify Employer Agent
and Employer from continued use of the program.
4, The E- Verify Employer Agent agrees to obtain the necessary equipment to utilize E-
Verify.
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5. The E- Verify Employer Agent agrees to provide the Employer with the notices described
in Article II.B.4 above.
6. The E- Verify Employer Agent agrees to initiate E- Verify procedures on behalf of the
Employer In accordance with the E- Verify Manual and E Verify Web -Based Tutorial.
The E Verify Employer Agent will query the automated system using information
provided by the Employer and will Immediately communicate the response back to the
Employer. If the automated system to be queried is temporarily unavailable, the 3 -day
time period is extended until it Is again operational In order to accommodate the E -Verify
Employer Agents attempting, in good faith, to make inquiries on behalf of the Employer
during the period of unavailability. In all cases, the E -Verify Employer Agent will use the
SSA verification procedures first, and will use DHS verification procedures only as
directed by the SSA verification response.
7. The E -Verify Employer Agent agrees to cooperate with DHS and SSA in their
compliance monitoring and evaluation of E- Verify, including by permitting DHS and SSA,
upon reasonable notice, to review Forms 1 -9 and other employment records and to
Interview it and its employees regarding the use of E- Verify, and to respond in a timely
and accurate manner to DHS requests for information relating to their participation in E-
Verify.
ABJICLE 11 .
RUERRAL OF INDIVIDUALS TO SSA AND DHS
A. REFERRAL TO SSA
I. if the Employer receives.a tentative nonconfirmation issued by SSA, the Employer must
print the tentative nonconfirmatlon notice as directed• by the automated system and
provide it to the employee so that the employee may determine whether he or she will
contest the tentative nonconfirmation.
2. The Employer .will refer employees to SSA field offices only as directed- by the
automated system based on .a tentative nonconfirmation, and only after the Employer
records the case verification number, reviews the Inptit to detect any transaction errors,
and determines that the employee contests the tentative nonconfirmation. The Employer
(through the E -Verify Employer Agent), will transmit the Social Security Number to SSA
for verification again If this review indicates a need to do so. The Employer will
determine whether the employee contests the tentative nonconfirmation as soon as
possible after the Employer receives it.
3. If the employee contests an SSA tentative nonconfirmation, the Employer will provide
the employee with a system - generated referral letter and Instruct the employee to visit
an SSA office within 8 Federal Government work days. SSA will electronically transmit
the result of the referral to the Employer (through the E- Verify Employer Agent) within 10
Federal Government work days of the referrai.unless it determines that more than 10
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days is necessary. The Employer agrees to check the E- Verify system regularly for case
updates.
4. The Employer agrees not to ask the employee to obtain a printout from the Social
Security Number database (the Numident) or other written verification of the Social
Security Number from the SSA.
B. REFERRAL TO DHS
1.•, if the Employer receives a tentative nonconfirmation issued by DHS, the Employer. must
print the tentative nonconfirmation notice as directed by the automated system and
provide it to the employee so that the employee may determine whether he or she will
contest the tentative nonconfinriation.
2. If "the; Employer finds a photo non -match for an employee who provides a document for
which the automated system has transmitted a photo, the employer must print the photo
non -match tentative nonconfirination notice as directed by the automated system and
provide It to the employee so that the employee may determine whether he or she will
contest the finding.
3. The Employer agrees to refer Individuals to DHS only when the employee chooses to
contest a tentative nonconfirmation received from DHS automated verification process or
-when. the Employer issues a tentative nonconfirmafion based upon a photo non - match.
The Employer will determine whether the employee contests the tentative
nonconfirmatlon as soon as possible after the Employer receives it.
4. If the employee contests a tentative nonconfirmation issued by DHS, the Employer will
provide the employee with a referral letter and instruct'the employee to * contact DHS
through its toll -free hotline (as found on the referral letter) within 8 Federal Government
work days.
5. If the employee contests a tentative nonconfirmation based upon a photo non - match, the
Employer will provide the employee with a referral letter to DHS. DHS will electronically
transmit the result of the referral to the Employer within 10 Federal Government work
days of the referral unless it determines that more than 10 days Is necessary. The
Employer agrees to check the E- Verify system regularly for case updates.
6. The Employer agrees that if an employee contests a tentative nonconfirmation based
upon a photo non - match, the Employer (or the E- Verify Employer Agent) will send a
copy of the employee's Form 1 -551 or Form 1 -766 to DHS•for review by:
e Scanning and uploading the document, or.
o Sending a photocopy of the document by and express mail account (pain for
at employer expense).
7. If the Employer (through the E- Verify Employer Agent) determines that there is a photo
Page 11 of U I E- Varify MOU for Employer (Clant) using a E-Verify Employer Agent I Revision Date 09/01/09
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Company iD Number: 19959
Client Company iD Number: 637667
non -match when comparing the photocopied List B document described in Article II.C.4
with the image generated in E- Verify, the Employer (through the E -Verify Employer
Agent) must forward the employee's documentation to DHS using one of the means
described in the preceding paragraph, and allow DHS to resolve the case.
ARTICLE V
SERVICE PROVISIONS
The SSA and DHS will not charge the Employer or the E -Verify Employer Agent for verification
services performed under this MOU. DHS is not responsible for providing the equipment needed
to make inquiries. A personal computer with Internet access is needed to access the E- Verify
System.
A TiR CLE V
PARTIES
A. This MOU is effective upon the signature of all parties, and .shall continue In effect for as
long as the SSA and DHS conduct the-E-Verify program unless modified in writing by the
mutual consent of all parties, or terminated by any party upon 30 days prior written notice to
the others. Any and all system enhancements to the E- Verify. program by DHS or SSA,
including but not limited to the E- Verify checking against additional data sources and
instituting new verification procedures, will be covered under this MOU and will. not cause
the need for a supplemental MOU that outlines these changes. DHS agrees to. train
employers on all changes made to E- Verity through the use 'of mandatory refresher tutorials
and updates to the E -Verify User Manual, the.E -Verify User Manual for Federal Contractors,
or the E- Verify Supplemental Guide for Federal 'Contractors. Even without changes .to E-
Verify, DHS reserves the right to require employers to take mandatory refresher tutorials.
An Employer that is a* Federal contractor with the FARE- Verify clause may terminate this
MOU when the Federal contract that requires its participation in E- Verify is terminated or
completed. In such a circumstance, the Federal contractor with the FAR E- Verify clause
must provide written notice to DHS. If an Employer that is a Federal contractor with the FAR
E -Verify clause fails to provide such notice, that Employer will remain a participant in the E-
Verify program, will remain bound by the terms of this MOU that apply to participants that
are not Federal contractors with the FAR E- Verify clause, and will be required to use the E-
Verify procedures to verify'the employment eligibility of all newly hired employees.
B. Notwithstanding Article V, part A of this MOU, DHS may terminate access to E -Verify if it is
deemed necessary because of the requirements of law or policy, or upon a determination by
SSA or DHS that there has been a breach of system integrity or security by the E- Verify
Employer Agent or the Employer, or a failure on the part of either to comply with established
procedures or legal 'requirements. The Employer understands that if it Is a Federal
contractor with the FAR E -Verify clause, termination of this MOU by. any party for any reason
may negatively affect the Employer's performance of its contractual responsibilities.
Page 12 of 151 E -Verily MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09101/08
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:S
V owl k r lif V I
Company ID Number: 19969
Client Company ID Number: 537667
C. Some or all SSA and DHS responsibilities under this MOU may. be performed by
contractor(s), and SSA and DHS may adjust verification responsibilities between each other
as they may determine necessary. By separate agreement with DHS, SSA has agreed to
perform its responsibilities as described in this MOU.
D. Nothing in this MOU Is intended, or should be construed, to create any right or benefit,
substantive or procedural, enforceable at law by any third party against the United States, its
agencies, officers, or employees, or against the E- Verify Employer Agent, the Employer, or
their agents, officers, or employees.
E. Each party shall be solely responsible for defending any claim or action against it arising out
of or related to E- Verify or this MOU, whether civil or criminal, and for any liability
wherefrom, including (but not limited to) any dispute between the E- Verify Employer.Agent
or the Employer and any other person or entity regarding.the applicability of Section 403(d)
of IIRIRA to any action taken or allegedly- taken, by the E- Verify Employer Agent or the
Employer.
F. Participation in E- Verify is not confidential information and may be disclosed as authorized
or required by law and DHS or SSA policy, including but not-, limited to, Corigfessional
oversight, E- Verify publicity and media inquiries; •determinations of compliance with Federal
contractual requirements, and responses to inquiries under.the Freedom of Information Act
(FOIA).
G. The foregoing constitutes the full agreempt on this subject between DHS, the Employer
and the E Verify Employer Agent.
JV-
PNC Bank, N.A. (Employer) hereby designates and appoints TALX Coraoratlo►t (E- Verify
Employer Agent), including its officers and employees, as the E- Verify Employer Agent for the
purpose of carrying out PNC Bank. N.A, (Employer) responsibilities under the MOU between
the Employer, the E- Verify Employer Agent, and DHS. .
Page 13 of M I E -Verify MOU for Employer (Client) using a E -Verify Employer Agent I Revision Date 09/01/09
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nry
MAW
• � �MF�t.. p.til•X
Company ID Number: 19959
Client Company ID Number: 537667
The individuals whose signatures appear below represent that they are authorized to enter into
this MOU on behalf of the Employer, the E- Verify Employer Agent and DHS respectively.
If you have any questions, contact E- Verify at 1- 888 -464 -4218.
Approved by:
Employer PNC Bank, N.A.
N e ( aso Type or rinl) Title
31g ature Date
E- Verify Employer Agent TALX Corporation
Jerald Jackson
Name (Please Type or Pi nq
Electronically Signed
Signature
Department of Homeland Security — Verification Division
Title
04/04/2012
Date
Name (Please Type or Print)• Title
Signature Date
Information Required
For the E- Verify E- Verify Employer Agent Program
Information relating to your Company:
Page 14 of 15 I E- Verify MOU for Employer (Client) using a E -Verify Employer Agent I Revision Date 09/01/09
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Company ID Number: 19959
Client Company ID Number: 837667
- - -- Company Matr*:PNO Ear.l:, R.A.
Company Facility Address:620 Liberty Avenue .
Pittsburgh, PA 16222 -
County or parish: ALLEGHENY
Employer Identifieatlon
Number:221146430
North American Industry
Classification Systems
Code: 522
Administrator:
Number of Employees: 10,000 and over
Page 18 of 16 I E•Vedfy MOU ror Employer (Client) using a E•Verity EmployerAgeni l Revision Date 09/01/09
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CIO 76-r Co�snty
Admt�isbgG+le SeMces Oh6;sion
1�eidq;Fq
Attachment 6: Vendor Substitute W – 9
Request for Taxpayer Identification Number and Certification
In accordance with the Internal Revenue Service regulations, Collier County Is required to collect the following
Information for tax reporting purposes from Individuals and companies who do business with the County (Including
social security numbers if used by the individual' or company for tax reporting purposes). Florida Statute
119.071(5) require that the county notify you in writing of the reason for collecting this Information, which will be
used for no other purpose than herein stated. Please complete all information that applies to your business and
return with your quote or proposal.
1. General Information (provide all information)
Taxpayer Name PNC Bank National Association
(as shown on Income tax return)
Business Name PNC Bank National Association
(if different from taxpayer name)
Address One PNC Plaza, 249 Filth Avenue City Pittsburgh
State PA Zi 15222
Telephone 412 - 782 -831 FAX Email thomas.scanlondlianc com
Order information I Remit / Payment Information
Address Same Address Same
City State Zip City
FAX
FAX
Email Email
2. Company Status (oheok only one)
State Zip
_Individual / Sole Proprietor
X_Corporation
—Partnership
Tax Exempt (Federal income tax- exempt entity
Limited Liability Company
under Internal Revenue Service guidelines IRC
601 (c) 3)
Enter the tax classification
D = Disre arded EnNt C - Co ration P = Padnershl
3. Taxpayer Identification Number (for lax reporting purposes onlyo
Federal Tax ldentlitcatlon Number (TIN) 22. 1148430
(Vendors who do not have a TIN, vAll be required to provide a social security number prior to an award of the contract.)
4. Sign and Date f=orm
Certification: Underpenaltlesof
1 cedify that the information shown on this form Is cofreot to my knowledge.
Signature V Date /3 L4V i
13.8091 22
Public Utilities Term Bank Loan
EXHIBIT B
FORM OF RATE LOCK LETTER
a�%; 0
>M
June 12, 2013
Collier County, Florida
3299 Tamiami Trail East
Naples, FL 34112
Re: Forward Fixed Rate Lock Letter
Collier County, Florida (the `Borrower") has requested that PNC Bank, National
Association (the "Bank ") provide the Borrower with a forward rate commitment (the "Forward
Rate's for the Collier County Public Utilities Term Bank Loan, Series 2013 (the "Facility ')
described in the Summary of Terms and Conditions dated May 23, 2013 (the "Terms and
Conditions'J. The Forward Rate is offered at a fixed rate of 1.47% per annum for a closing date
on or before June 30, 2013 (the "Rate Lock Expiration Date'). Principal under the Facility
shall be repaid as provided in Schedule A (or similar to) in Exhibit I, Section 3, Subsection D
("Scope of Work, Specifications and Response Format'l of the RFP dated May 8, 2013,
The Bank is willing to commit to the Forward Rate upon the terms and conditions
specified herein, subject to execution and delivery of the definitive documentation for the
Facility in form and content satisfactory to the Bank and satisfaction of the other terms and
conditions as are set forth in the Terms and Conditions. The documentation must be executed
and delivered and funding of the Facility must occur by a date (the "Closing Date') which is no
later than the Rate Lock Expiration Date.
By accepting this letter, the Borrower agrees that in the event that for any reason, other
than the Bank's inability to complete credit approval within the parameters of the Terms and
Conditions or close on the Facility, the Closing Date does not occur on or before the Rate Lock
Expiration Date, or any of the provisions of the Forward Rate set forth above (rate, principal
amount, Rate Lock Expiration Date or payment schedule set forth in Schedule A or Exhibit I of
the RFP dated May 8, 2013) is changed, the Bank shall not be obligated to provide the Forward
Rate and the Borrower shall pay to the Bank the amount of any loss or expense which the Bank
may sustain or incur as a result of the Borrower's failure to close the Facility by such date or any
such change in the Forward Rate provisions, including but not limited to any loss of margin, loss
or expense incurred in liquidating or employing deposits from third parties and any loss or
expense incurred in connection with funds acquired by the Bank to fund borrowings subject to
the Forward Rate. Such payment shall be due two (2) business days after the Bank gives notice
to the Borrower of the amount thereof, setting forth in reasonable detail the basis for the
calculation thereof. A certificate by the Bank as to such amount shall be conclusive if made in
Form 6K— Multistate Rev. 1/02
O:IWEIIMCWixed Rate Agrnffor►n for Pub FinTorward Fixed Rate Lock Letter (Pub Fin) 6k- m -w.doc
Collier County, Florida
June 12, 2013
Page 2
good faith. The Borrower acknowledges and agrees that such amount represents reasonable
compensation for loss of bargain and is not a penalty.
This letter is governed by the laws of the State of Florida. No modification or waiver of
any of the terms of this letter will be valid unless agreed to in writing by the Bank. When
accepted, this letter will constitute the entire agreement between the Bank and the Borrower
concerning the Forward Rate, and shall supersede all prior and contemporaneous understandings
and agreements (written or oral) relating thereto.
To accept this letter, please sign the enclosed copy where indicated below and return it to
the Bank no later than 3:00 PM EST on June 12, 2013. If this letter is not accepted by said date,
this letter will automatically terminate without liability or further obligation of the Bank.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
Nick Ayotte
Vice President
Form 6K —Multistate Rev. 1/02
0AWE"NOFixed Rate AgmAForm for Pub FinTorward Fixed Rate Lock Letter (Pub Fin) 6k- m -w.doc
i
_7
Collier County, Florida
June 12, 2013
Page 3
ACCEPTANCE
The Borrower hereby agrees to the above provisions, intending to be legally bound
hereby. The Borrower understands that the above provisions may obligate the Borrower to make
a significant payment to the Bank in the event the Closing Date does not occur by the Rate Lock
Expiration Date or any of the provisions of the Forward Rate set forth above (rate, principal
amount, Rate Lock Expiration Date or payment schedule set forth Exhibit I of the RFP dated
May 8, 2013) is changed, and the amount of any such payment cannot be predicted in advance of
such event. The Borrower is fully informed of and is capable of evaluating, and has evaluated,
the potential financial risks and benefits and the appropriateness in light of its individual
circumstances, of this letter. The Borrower is entering into this letter in reliance only upon its
own judgment, and is not relying upon any representations, warranty, views or advice of the
Bank.
Concurrently with the execution and delivery of this Forward . Fixed Rate Lock Letter to the
Bank, the Borrower shall provide to the Bank a copy of a certified resolution (or Board- approved
documentation), in form and substance satisfactory to the Bank, authorizing the Borrower to
enter into the Facility and this Forward Fixed Rate Lock Letter.
Collier County, Florida
M
Name:
Title:
6k -m -w.doc
Form 6K— Multistate Rev. 1/02
OAWEIIJIPNCTIxed Rate AgmtWorm for Pub FinTorward Fixed Rate Lock Letter (Pub Fin) 6k- m -w.doc
SCHEDULE A
TO
FORWARD FIXED RATE LOCK AGREEMENT
Principal Payment Schedule
Date
Principal Pavments
7/1/2014
$4,257,488
7/1/2015
$4,325,558
7/1/2016
$2,188,517
7/1/2017
$1,391,659
7/1/2018
$1,413,425
7/1/2019
$1,437,040
7/1/2020
$1,457,282
7/1/2021
$1,474,099
Total $17,945,068