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Agenda 06/12/2012 Item #14B16/12/20 2- 1terr . EXECUTIVE SUMMARY Recommendation that the Board of County Commissioners acting as the Bayshore Gateway Triangle Community Redevelopment Agency reject the lone bid received from Fifth Third Bank under Invitation to Bid (ITB) 12 -5877 which was issued in an attempt to refinance and restructure the current Bayshore /Gateway Triangle CRA Series 2009 Term loan under more favorable financing terms and at the lowest overall financing cost. OBJECTIVE: Reject the Fifth Third Bank response to ITB 12 -5877. BACKGROUND: The Board of County Commissioners charged the Finance Committee with reviewing the CRA financial landscape in light of the strategic land holdings and the existing bank note due and payable in full on September 1, 2014. The Collier County Redevelopment Plan adopted in 2000 envisioned land acquisition and the development of catalyst projects as a primary means of achieving revitalization within the Bayshore Gateway Triangle CRA. In furtherance of that goal, certain commercial and residential properties were acquired between 2006 and 2011. These properties were primarily purchased through bank financing though some properties were acquired with CRA cash on hand. On February 28, 2012, the Board received the following recommended plan of action: Recommended Plan of Action Executed Simultaneously • Immediately Issue Invitation to Bid for Refinancing ■ Continue negotiations with existing lender • Immediately eliminate discretionary Bayshore CRA Programs, expenditures and contracts • Focus resources on financial problem • Hiring Freeze • Re- Evaluate in 90 days Immediately issue a Request for Proposal for the development phase of the Revitalization/Catalyst Program. • Gateway Triangle Mixed Use Development • Bayshore Mixed Use Development • Bayshore Residential Infill • Return with a 90 day Status Report Packet Page -879- 6/12/2012 Item t Based upon this plan, staff was directed to issue an invitation to bid soliciting various financial institutions attempting to restructure and refinance the Series 2009 term loan. CONSIDERATIONS: Invitation to Bid (ITB) 12 -5877 term loan for the Bayshore Gateway Triangle CRA was issued on April 6, 2012 with approximately 217 notices sent to vendors. Thirty Four (34) vendors downloaded the specifications and one (1) bid was received from Fifth Third Bank — the current loan sponsor. Three (3) no quotes were documented. Principal terms of the current 2009 CRA Bank loan are as follows: • No covenant to budget and appropriate (CBA) County pledge. • Current outstanding principal at June 12; 2012 totals $9,911,000 and the loans principal balance due on September 1, 2014 will total $8,800,000. • Loan has a five year term sized over a 15 year amortization. • Loan is a taxable special obligation payable solely from pledged CRA funds including tax increment revenue; CRA rent income and other CRA revenue. • Principal payment is $900,000 annually and interest paid under variable rate terms is budgeted at $450,000 annually. • Interest is variable based upon the one month LIBOR rate (London Interbank Offered Rate) plus 3.75 %. Current variable interest rate average is 3.99 %. • Proceeds from any land sales financed by the loan must be applied against the loans principal balance. • Minimum debt service coverage ratio is 1.25x. with quarterly reports provided by the County. • Debt service reserve requirement totals $1,461,000. The intent. of this ITB was to restructure the 2009 CRA bank loan and reduce the overall cost of borrowing. The following objectives were sought: • Eliminate or mitigate the balloon payment provision and more closely match the maturity to the CRA's remaining eighteen (18) year life • Maintain borrowing as a standalone CRA credit with "no County pledge" • Secure a fixed taxable interest rate and term to achieve budgetary certainty • Maintain maximum prepayment flexibility (no restrictions) • Allow financial institutions to submit any and all proposed credit options with the intent on reviewing all options in the best interest of the CRA and County This is the second Bayshore /Gateway Triangle CRA ITB to be marketed within the past year and it is clear that interest in this credit is limited. One bid was received in May 2011 and one bid was received in response to the latest ITB. Packet Page -880- 6/1212012 item, 14 -1. The following table provides a comparison of the current 2009 Series CRA Loan provisions /terms against those offered by Fifth Third Bank under ITB 12 -5877. Category 2009 CRA Bank Loan Proposed under ITB 12 -5877 Borrower Bayshore Gateway Triangle Bayshore Gateway Triangle CRA CRA Loan Type Taxable Term loan Taxable Term Loan Loan Amount $13,500,000 $10, 000, 000 or less Purpose Refinanced credit line with Refinance existing term loan Wachovia Bank and with Fifth Third Bank associated land acquisition Term Five (5) years Five (5) years Amortization Fifteen 15 ears Fifteen 15 ears Rate Taxable rate of 30 day LIBOR Taxable rate of 30 day LIBOR plus 375 basis points plus 375 basis points Fixed Rate Alternative Yes. Interest Rate Swap; est. Yes. Indexed off swap rate 6.8% prior to closing; est. 4.7% Repayment Principal plus Interest - Principal plus Interest — Monthly Monthly Prepayment Penalty None None Fees $800 — Loan Origination $800 Loan Documentation plus $10, 000 bank counsel review fee Collateral Secured by tax increment Secured by tax increment revenues and a CRA CBA revenues and other operating from all legally available non CRA revenues plus the ad valorem CRA revenues requirement of a Collier County CBA or a cash collateral option acceptable to Fi th Third Bank Financial Reporting Quarterly financial statements; Quarterly financial statements; annual audited financial annual audited financial statements; Annual CRA statements; Annual CRA budget budget; annual land appraisals at CRA expense Coverage 1.25x 1.25x Debt Service Reserve = to or greater than annual = to or greater than annual principal and interest debt principal and interest debt service service Land Sale Must be applied against Must be applied against principal amount outstanding principal amount outstanding Additional Debt Only upon approval by Fifth Only upon approval by Fifth Third Third There are five (5) distinct differences in the ITB not contained in the current 2009 loan document. These differences are noted in italics above. Notwithstanding the requirement for annual land appraisals paid for by the CRA and a $10,000 bank counsel review fee, Packet Page -881- 6/12/2012 item 4.:. . Fifth Third is requiring a Collier County covenant to budget and appropriate (CBA) pledge or cash collateral option as a protection against default by the CRA. Considering that a majority of the 2009 loan provisions remain the same under ITB 12- 5877, it is very difficult to justify what is essentially extending the term another five years in exchange for a Collier County covenant to budget and appropriate (CBA) pledge, a $10,000 bank review fee and the requirement for annual land appraisals. The Collier County CBA pledge provision is very lucrative given our corporate credit rating and should eliminate reporting requirements, provide the basis for a more attractive fixed rate and eliminate the debt service reserve requirement. These sentiments were expressed to the bank in a phone conversation on Friday, June 1". While Fifth Third, as expressed by their corporate representatives, remains a committed partner in this financial arrangement, staff cannot recommend any course of action but rejection of ITB 12 -5877. This recommendation certainly does not preclude continued discussion with bank officials going forward and leading up to the September 1, 2014 balloon payment date. Notwithstanding this recommendation to reject the bank loan proposal (ITB 12- 5877), it is still prudent to operate the CRA as efficiently as possible going forward, allowing for increasing fund balances at year ending FY 2012 and 2013. Further, sale of CRA land holdings should be a high priority, specifically under the umbrella of a comprehensive development strategy that matches proposed land uses with the approved development strategy. FISCAL IMPACT: For use in preparing the FY 2013 budget, June estimated taxable value for the Bayshore Gateway Triangle CRA decreased 3.35 %. Based upon this taxable value estimate, tax increment revenue will drop from $996,100 in FY 2012 to $903,000 in FY 2013. This increment includes the state required 5% revenue reserve reduction. Preliminary FY 2013 budget numbers indicate that CRA debt service reserve requirements will be satisfied and loan coverage and covenants under the 2009 agreement will be met. FINANCE COMMITTEE RECOMMENDATION: The Finance Committee on Tuesday June 5, 2012 unanimously recommended that ITB 12 -5877 be rejected. GROWTH MANAGEMENT IMPACT: None. LEGAL CONSIDERATIONS: This item is legally sufficient and requires a majority vote of the Board. JAK. RECOMMENDATION: That the Board of County Commissioners acting as the Bayshore Gateway Triangle Community Redevelopment Agency reject ITB 12 -5877 and direct the CRA Executive Director, the County Attorney or his designee and the County Manager or his designee to participate in discussions with representatives from Fifth Third Bank should an opportunity present itself to restructure and refinance the 2009 term loan at the lowest overall financing cost prior to the September 1, 2014 balloon payment date. Packet Page -882- 6/1212012 Item Prepared by: Mark Isackson, Director of Corporate Finance and Management Services, County Manager's Office Packet Page -883- 6/12/2012 Item lt,4. _ .' , COLLIER COUNTY Board of County Commissioners Item Number: 14.B.1. Item Summary: Recommendation that the Board of County Commissioners acting as the Bayshore Gateway Triangle Community Redevelopment Agency reject the lone bid received from Fifth Third Bank under Invitation to Bid (ITB) 12 -5877 which was issued in an attempt to refinance and restructure the current Bayshore /Gateway Triangle CRA Series 2009 Term loan under more favorable financing terms and at the lowest overall financing cost. Meeting Date: 6/12/2012 Prepared By Name: LehnhardPat Title: Operations Coordinator,Transportation Administrati 6/6/2012 8:14:01 AM Submitted by Title: Director -Corp Financial and Mgmt Svs,CMO Name: IsacksonMark 6/6/2012 8:14:02 AM Approved By Name: MarkiewiczJoanne Title: Manager - Purchasing Acquisition,Purchasing & Gene Date: 6/6/2012 8:42:21 AM Name: KlatzkowJeff Title: County Attorney Date: 6/6/2012 9:12:03 AM Name: FinnEd Title: Senior Budget Analyst, OMB Date: 6/6/2012 9:21:24 AM Name: JacksonDavid Title: Executive Director, Bayshore CRA Packet Page -884- Date: 6/6/2012 10:09:31 AM 61112/2012 lferr Name: IsacksonMark Title: Director -Corp Financial and Mgmt Svs,CMO Date: 6/6/2012 11:14:02 AM Packet Page -885- 6112/2012 Item t I ': $13,500,000 COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY TAXABLE NOTE (FIFTH THIRD BAND, SERIES 2009 List of Closing Documents September 1, 2009 1. Certified copy of CRA Resolution No. 195, adopted on July 28, 2009, approving a term loan from Fifth Third Bank. 2. Certified copy of Resolution No. 196, adopted on July 28, 2009, approving the CRA's term loan from Fifth Third Bank. 3. Loan Agreement dated as of September 1, 2009, between the CRA and Fifth Third Bank. 4. Commitment of Fifth Third Bank. 5. Fifth Third Bank Disclosure Letter and Truth -In- Bonding Statement. 6. Series 2009 Note. 7. General Certificate of CRA. 8. Proofs of Publication of Notices of Public Meetings. 9. Notice Letters to Taxing Authorities. 10. Advance Notice of Bond Sale. 11. Division of Bond Finance Information Form. 12. Approving Opinion of Nabors, Giblin & Nickerson, P.A. 13. Opinion of Attorney for the CRA. 14. Loan Application. 15. Notice of Prepayment. 16. Wachovia Payoff Letter. Packet Page -886- 6/12/2012 Item. . T SECRETARY'S CERTIFICATE AS TO CRA RESOLUTION I, Dwight E. Brock, Clerk of the Circuit Court of Collier County, Florida and Ex- Officio Secretary to the Collier County Community Redevelopment Agency (the "Agency "), DO HEREBY CERTIFY that attached hereto is a copy of "A RESOLUTION - OF THE COLLIER COUNTY COMITY REDEVELOPMENT AGENCY ACCEPTING THE PROPOSAL OF FIFTH THIRD BANK TO PROVIDE THE AGENCY WITH A $13,500,000 TERM LOAN TO REFINANCE ALL AMOUNTS OUTSTANDING UNDER AN EXISTING REVOLVING LINE OF CREDIT WITH WACHOVIA BANK, NATIONAL ASSOCIATION AND FINANCE VARIOUS CAPITAL IMPROVEMENT PROJECTS WITHIN THE BAYSHORE /GATEWAY TRIANGLE COMaVIUNITY REDEVELOPMENT AREA; APPROVING THE FORM OF A LOAN AGREEMENT WITH FIFTH THIRD BANK; APPROVING THE FORM OF A NOTE EVIDENCING SUCH TERM LOAN; AUTHORIZING THE REPAYMENT OF SUCH TERM LOAN FROM INCREMENT TAX REVENUES DERIVED WITHIN THE BAYSHORE/GATEWAY TRIANGLE COMMUNITY REDEVELOPMENT AREA AND OTHER LEGALLY AVAILABLE MONEYS OF THE AGENCY; DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION," adopted at a meeting of the governing body of the Agency duly called and held on July 28, 2009, 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 Agency 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 as of the I" day of September, 2009. Dwight/Ij. Brock, Clerk of the Circuit-Court of CollierU County, Florida and Ex- Officio Secretary to the Collier County Community Redevelopment Agency Packet Page -887- 01112/2012 Item 14.E.' CRA RESOLUTION NO. 195 A RESOLUTION OF THE COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY ACCEPTING THE PROPOSAL OF FIFTH THIRD BANK TO PROVIDE THE AGENCY WITH A $13,500,000 TERM LOAN TO REFINANCE ALL AMOUNTS OUTSTANDING UNDER AN EXISTING REVOLVING LINE OF CREDIT WITH WACHOVIA BANK, NATIONAL ASSOCIATION AND FINANCE VARIOUS CAPITAL IMPROVEMENT PROJECTS WITHIN THE BAYSHORE/GATEWAY TRIANGLE CONn%4L ITY REDEVELOPMENT AREA; APPROVING THE FORM OF A LOAN AGREEMENT WITH FIFTH THIRD BANK; APPROVING THE FORM OF A NOTE EVIDENCING SUCH TERM LOAN; AUTHORIZING THE REPAYMENT OF SUCH TERM LOAN FROM INCREMENT 'TAX REVENUES DERIVED WITHIN THE BAYSHORE/GATEWAY TRIANGLE COMMUNITY REDEVELOPMENT AREA AND OTHER LEGALLY AVAILABLE MONEYS OF THE AGENCY; DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY: SECTION L AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Florida Constitution, Chapter 163, Part III, Florida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. When used in this resolution, terms not otherwise defined herein shall have the meanings set forth in the hereinafter defined Loan Agreement, unless the context clearly indicates a different meaning. "Agency" shall mean the Collier County Community Redevelopment Agency, a community redevelopment agency duly created and validly existing under the laws of the State of Florida. "Bank" shall mean Fifth Third Bank, and its successors and assigns. "Chairman" shall mean the Chairman of the Governing Body, or in his absence or unavailability, the Vice - Chairman of the Governing Body. Packet Page -888- 6112/2012 Item "Community Redevelopment Area" shall mean the Bayshore/Gateway Triangle Redevelopment Area identified by the County pursuant to Resolution No. 2000 -82, adopted on March 14, 2000. "Community Redevelopment Trust Fund" shall mean. the Community Redevelopment Trust Fund established by the County pursuant to Ordinance 2000 -42, adopted on June 13, 2000. "County" shall mean Collier County, Florida, a political subdivision of the State of Florida. "Governing Body" shall mean the Board of County Commissioners of Collier County, Florida, acting in its capacity as the Governing Body of the Agency. "Increment Tax Revenues" shall mean all of the increment tax revenues that are derived within the Community Redevelopment Area and received by the Agency, all in accordance with Chapter 163, Part III, Florida Statutes, and Ordinance No. 2000 -42 of the County, as it may be amended and supplemented from time to time. "Loan Agreement" shall mean the Loan Agreement to be executed between the Bank and the Agency, which shall be substantially in the form attached hereto as Exhibit B. "Secretary" shall mean Clerk of the Circuit Court of Collier County, Florida and Ex- Officio Clerk to the Board of Commissioners of Collier County, Florida, acting in his capacity as Secretary to the Agency, or his duly authorized designee. "Series 2009 Note" shall mean the Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2009, as more particularly described in the Loan Agreement. The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms shall refer to this Resolution. Words importing the singular number include the plural number, and vice versa. SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Series 2009 Note by the Bank, the provisions of this Resolution shall be a part of the contract of the Agency with the Bank, and shall be deemed to be and shall constitute a contract between the Agency and the Bank. The pledge made in this Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Agency.shall be for the benefit, protection and security of the Bank. Packet Page -889- _ 6112/2012 Item SECTION 4. FINDINGS. It is hereby ascertained, determined and declared: (A) That the Agency has and shall have from time to time certain community redevelopment capital improvement needs and requirements within the Community Redevelopment Area which must be acquired and constructed. (B) That on July 26, 2006, the Agency entered into a $7,000,000 revolving Iine of credit arrangement with Wachovia Bank, National Association (the "Line of Credit" pursuant to which $5,901,000 principal amount is currently outstanding. (C) That the Bank has submitted its proposal to provide the Agency with a $13,500,000 term loan (the "Loan") to (i) refinance the amounts outstanding under the Line of Credit, and (ii) finance the acquisition of certain land within the Community Redevelopment Area, all as more particularly described in the Loan Agreement. (D) That the Loan shall be repaid solely from the Increment Tax Revenues and certain other legally available moneys of the Agency in the manner and to the extent set forth in the Loan Agreement and the ad valorem taxing power of neither the Agency nor the County will ever be necessary or authorized to pay said amounts. SECTION 5. ACCEPTANCE OF PROPOSAL. The Agency hereby accepts the proposal of the Bank to provide the Agency with the Loan in the form attached hereto as Exhibit A (the 'Proposal'). The execution and delivery of the Proposal to the Bank is hereby approved and ratified and all of the terms and provisions of the Proposal are hereby approved. SECTION 6. APPROVAL OF FORM OF LOAN AGREEMENT. The repayment of the Loan by the Agency shall be pursuant to the terms and provisions of the Loan Agreement. The terms and provisions of the Loan Agreement in substantially the form attached hereto as Exhibit B are hereby approved, with such changes, insertions and additions as the Chairman may approve. The Agency hereby authorizes and directs the Chairman to execute and deliver, and the Secretary to attest, on behalf of the Agency the Loan Agreement substantially in the form attached hereto as Exhibit B, with such changes, insertions and additions as the Chairman may approve, his execution thereof being evidence of such approval. SECTION 7. LIMITED OBLIGATION. The obligation of the Agency to repay amounts on the Loan is a limited and special obligation payable from Increment Tax Revenues and other legally available moneys of the Agency described in the Loan Agreement solely in the manner and to the extent set forth in the Loan Agreement and shall not be deemed a pledge of the faith and credit or taxing power of either the Agency or the County and such obligation shall not create a lien on any property whatsoever of or moneys. SECTION 8. APPROVAL OF SERIES 2009 NOTE. The Chairman is authorized and directed to execute and deliver, and the Secretary is authorized and directed to attest, the Series 2009 Note substantially in the form attached to the Loan Agreement as Exhibit A, with such changes, insertions and additions as the Chairman may approve, his execution thereof being evidence of such approval. Packet Page -890- 6/12/2012 Item 14.E.".. SECTION 9. GENERAL AUTHORIZATION. The Chairman, the Secretary and the Executive Director for the Agency are authorized to execute and deliver such documents, instruments and contracts, whether or not expressly contemplated hereby, and the County Attorney, Bond Counsel to the County and the Agency and other employees or agents of the Agency and the County are hereby authorized and directed to do all acts and things required hereby or thereby as may be necessary for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. SECTION 10. REPEAL OF INCONSISTENT DOCUMENTS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 11. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. DULY ADOPTED this 28th day of July, 2009. COLLIER COUNTY CO TY REDEVELOP T A N (SEAL) By: Attest: Jim Coletta, Chairman - ifE WNI E.BROCK, MERK I 0946n to I* APPROVED AS TO FORM AND LEGAL SUFFICIENCY: III Co - H idi As ton -Cicko Assistant County Attorney Packet Page -891- 6/12/2012 Item 14.-.' . M CLERK'S CERTIFICATE AS TO RESOLUTION I, Dwight E. Brock, Clerk of the Circuit Court of Collier County, Florida and Ex- Officio Clftk to 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 AUTHORIZING THE COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY TO ENTER INTO A LOAN AGREEMENT WITH FIFTH THIRD BANK AND OBTAIN A TERM LOAN THEREUNDER; APPROVING THE ACTIONS TAKEN BY THE AGENCY WITH RESPECT TO ITS APPROVAL OF THE LOAN AGREEMENT AND THE TERM LOAN; AND PROVIDING SEVERABILITY AND AN EFFECTIVE DATE," adopted at a meeting of the Board of County Commissioners of the County duly called and held on July 28, 2009, 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 as of the I" day of September, 2009. Dwigh. Brock, Clerk of the Circuit Court of Collie ounty, Florida and Ex- Officio Clerk to the Board of County Commissioners of Collier County, Florida Packet Page -892- 6/12%2012 Item 14. E-z . ", . RESOLUTION NO. 19 r, A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AUTHORIZING THE COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY TO ENTER INTO A LOAN AGREEMENT WITH FIFTH THIRD BANK AND OBTAIN A TERM LOAN THEREUNDER; APPROVING THE ACTIONS TAKEN BY THE AGENCY WITH RESPECT TO ITS APPROVAL OF THE LOAN AGREEMENT AND THE TERM LOAN; AND PROVIDING SEVERAEU rrYAND AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as follows: SECTION 1. FINDINGS. It is hereby found and determined that: (A) On the date hereof, the Collier County Community Redevelopment Agency (the "Agency "), at a duly held meeting, adopfed a resolution (the "CRA Resolution "), which, among other things, authorized the Agency to receive a $13,500,000 term loan (the "Loan") from Fifth Third Bank (the "Bank ") and approved the form of a Loan Agreement (the "Loan Agreement ") to be entered into between the Agency and the Bank. (B) The Agency shall use the proceeds of the Loan to_ (i) refinance the amounts outstanding under an existing revolving line of credit with Wachovia Bank, National Association, and (ii) finance the acquisition of certain land within the Bayshore/Gateway Triangle Community Redevelopment Area (the "Community Redevelopment Area "). (C) The Agency's repayment obligations under the Loan Agreement shall be secured by and payable from increment tax revenues to be collected by the Agency with respect to the Community Redevelopment Area, and other legally available moneys of the Agency as described in the Loan Agreement (the "Pledged Funds "). (D) The Board of County Commissioners (the "Board ") of Collier County, Florida (the "County ") finds it to be in the best interests of the County to authorize the Agency to obtain the Loan and to approve the provisions of the Loan Agreement. SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Chapter 163, Part III, Florida Statutes, and other applicable provisions of law. SECTION 3. AUTHORIZATION OF AGENCY OBTAINING THE LOAN. The County hereby authorizes the Agency to obtain the Loan for the purposes set forth in the Loan Agreement. Packet Page -893- 6/12/2012 Item SECTION 4. APPROVAL OF FORM OF LOAN AGREEMENT. The terms and provisions of the Loan Agreement in substantially the form attached hereto as Exhibit A are hereby approved, with such changes, insertions and additions as the Chairman of the Agency may approve, his execution thereof being evidence of such approval. SECTION 5. APPROVAL OF AGENCY'S ACTIONS; NO IMPAIRMENT; NO ADDITIONAL DEBT. (A) The Board hereby approves the actions taken by the Agency in its adoption of the CRA Resolution. (B) So long as any indebtedness of the Agency is outstanding under the Loan Agreement, the pledging of the Increment Tax Revenues (as defined in the Loan Agreement) in the manner provided in the Loan Agreement shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution, agreement or other proceedings of the County or the Agency. The County covenants to do all things necessary or required on its part by the Act, or other applicable provisions of the law, to maintain the levy, collection and receipt of the Increment Tax Revenues. The County shall exercise all legally available remedies to enforce such levy, collection and receipt now or hereafter available under law. The County will not take any action, or enter into any agreement that shall result in reducing the level of Increment Tax Revenues received by the Agency from that level prevailing at the time the County takes such action or enters into such agreement. Without limiting the generality of the foregoing, the County agrees not to cause or allow the boundaries of the Community Redevelopment Area to be decreased or the Agency to cease to exist or to shorten the scheduled sunset provision with respect to the Agency's existence without the prior written consent of the Bank. (C) So long as any indebtedness of the Agency is outstanding under the Loan Agreement, the County shall not issue any indebtedness or allow the Agency to issue any indebtedness that is payable from or secured by the Increment Tax Revenues unless the provisions of the Loan Agreement are complied with. SECTION 6. LIMITED OBLIGATION. The obligation of the Agency to repay the Loan is a limited and special obligation payable from the Pledged Funds solely in the manner and to the extent set forth in the Loan Agreement and shall not be deemed a pledge of the faith and credit or taxing power of either the Agency or the County and such obligation shall not create a lien on any property whatsoever of or in the Agency or the County other than the Increment Tax Revenues and such other moneys. SECTION 7. GENERAL AUTHORITY. The members of the Board and the County's officers, counsel, agents and officials are hereby authorized to do all acts and things required of them consistent with the requirements of this Resolution, the CRA Resolution, the Loan Agreement and any other document relating to the matters described herein for the full punctual and complete performance of all the terms, covenants and agreements contained in this Resolution, the CRA Resolution, the Loan Agreement and such other documents. SECTION 8. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions contained herein shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly Packet Page -894- 6/12/2012 Item I4.E.' . prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severable from the remaining covenants, agreements or provisions hereof and shall in no way affect the validity of any of the other provisions of this Resolution. SECTION 9. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. DULY ADOPTED, in Regular Session this 28th of July, 2009. (SEAL,; ST-. *Cleri !"dib8o Circ yiand m Ex- fE C k. unty Commissioners a to *' * 0961tW-t 00ki • APPROVED AS TO FORM AND LEGAL SUFFICIENCY: 1-1, -4, 1, A C' k 14eidi Ash on -Cicko Assistant County Attorney BOARD OF C LINTY COMMISSIONERS OF COLL OUNTY, FLO DA B Y: wvrruco' Donna Fula, Chair Packet Page -895- 6112/2012 Item LOAN AGREEMENT BETWEEN COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY AND FIFTH THIRD BANK Dated as of September 1, 2009 Packet Page -896- 5/12/2012. item 4.E.'� TABLE OF CON'T'ENTS Page ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS ...................................................... ..............................2 SECTION 1.02. INTERPRETATION ............................................ ..............................4 SECTION 1.03. TITLES AND HEADINGS .................................. ..............................5 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR NOTES SECTION 2.01. REPRESENTATIONS BY THE AGENCY ........ ..............................6 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BANK ..................... ..............................7 SECTION 2.03. SERIES 2009 NOTE NOT TO BE INDEBTEDNESS OF THE AGENCY, COUNTY OR STATE ................. ..............................7 SECTION2.04. SECURITY ........................................................... SECTION 2.05. ..............................7 COVENANT TO BUDGET AND APPROPRIATE NON -AD VALOREM REVENUES ............................... ..............................7 SECTION 2.06. PAYMENT COVENANT .................................... SECTION 2.07. ..............................8 NO IMPAIRMENT; RECEIPT OF INCREMENT TAX REVENUES.................................................... ..............................8 SECTION 2.08. ISSUANCE OF ADDITIONAL AGENCY DEBT ............................8 SECTION 2.09. DEBT SERVICE COVERAGE RATIO SECTION 2.10. .............. ..............................9 DEBT SERVICE RESERVE FUND SECTION 2.11. .................... ..............................9 PURCHASE AND SALE OF LAND ................... ..............................9 ARTICLE III DESCRIPTION OF SERIES 2009 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2009 NOTE . .............................10 SECTION 3.02. OPTIONAL PREPAYMENT ............................ ............................... l l ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2009 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE ........................ .............................12 Packet Page -897- 6/1212012 Item 1143.`. ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT ..................................... .............................14 SECTION5.02. REMEDIES ......................................................... .............................14 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THEAGREEMENT ...................................... .............................15 SECTION 6.02. COUNTERPARTS ............................... ............................... ..15 ........... SECTION 6.03. SEVERABILITY ................................................. .............................15 SECTION 6.04. TERM OF AGREEMENT ................................... .............................15 SECTION 6.05. NOTICE OF CHANGES IN FACT .................... .............................15 SECTION6.06. NOTICES ............................................................. .............................15 SECTION 6.07. APPLICABLE LAW ........................................... .............................16 SECTION 6.08. INCORPORATION BY REFERENCE .............. .............................16 EXHIBITS EXHIBIT A - GENERAL DESCRIPTION OF THE PROJECT .... ............................... A -1 EXHIBIT B - FORM OF SERIES 2009 NOTE .................................. ............................B -1 ii Packet Page -898- 6/12/2012 Item: This LOAN AGREEMENT (the "Agreement ") is made and entered into as of September 1, 2009, by and between the COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY, FLORIDA, a community redevelopment agency duly organized and validly existing under the laws of the State of Florida, and its successors and assigns (the "Agency "), and FIFTH THIRD BANK, a Michigan banking corporation authorized to do business in the State of Florida and its successors and assigns (the "Bank "); WITNESSETH: WHEREAS, the Agency is authorized by provisions of the Chapter 163, Part III, Florida Statutes, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act ") to, among other things, acquire, construct, equip, own, sell, lease, operate and maintain various capital improvements and public facilities to promote the purposes of the Act and the welfare and economic prosperity of the residents of Collier County, Florida (the "County ") and to borrow money to finance and refinance the acquisition, construction, equipping and maintenance of such capital improvements and public facilities; and WHEREAS, the Agency fords it necessary and in the best interests of the Agency to finance the costs of the acquisition of certain land within the Community Redevelopment Area (as defined herein), as generally described in Exhibit A hereto and more particularly described in the plans and specifications on file with the Agency, and all incidental costs relating thereto (the "Project "); and WHEREAS, the Agency finds it necessary and in the best interests of the Agency to refinance the amounts outstanding under a revolving line of credit arrangement entered into with Wachovia Bank, National Association on July 26, 2006 (the "Line of Credit "); and WHEREAS, the Agency finds that refinancing the Line of Credit and financing costs of the Project will serve a public purpose under the Act; and WHEREAS, the Bank is willing to make a term loan available to the Agency, and the Agency is willing to incur such loan pursuant to the terms and provisions of this Agreement in an aggregate principal amount of $13,500,000 to refinance the amounts outstanding under the Line of Credit and finance the costs of the Project. Packet Page -899- 6/1212612 Item '14.E. I. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for all purposes of this Agreement, have the meanings in this Article I specified, unless the context clearly otherwise requires. "Act" shall mean the Florida Constitution, Chapter 163, Part III, Florida Statutes, Chapter 125, Florida Statutes, and other applicable provisions of law. "Agency" shall mean the Collier County Community Redevelopment Agency, a community redevelopment agency duly created and validly existing under the laws of the State of Florida. "Agency Debt" shall mean any indebtedness of the Agency secured by or payable from, in whole or in part, any portion of the Pledged Funds, including but not Iimited to the Ioan made hereunder. "Agreement" shall mean this Loan Agreement, dated as of September 1, 2009, by and between the Agency and the Bank and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Annual Debt Service" shall mean the aggregate amount in the applicable Fiscal Year of principal and interest required to be paid on outstanding Agency Debt during such Fiscal Year. "Authorized Officer" shall mean the Chairman of the Governing Body or his or her duly authorized designee. "Bank" shall mean Fifth Third Bank, and its successors and assigns. "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A., Tampa, Florida or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which the Bank is authorized or required to be closed. 1) Packet Page -900- 6/12/20'12 Item "Chairman" shall mean the Chairman of the Governing Body, or in his or her absence or unavailability, the Vice - Chairman of the Governing Body. "Community Redevelopment Area" shall mean the Bayshore /Gateway Triangle Redevelopment Area identified by the County pursuant to Resolution No. 2000 -82, adopted on March 14, 2000 and Ordinance 2000 -42, adopted on June 13, 2000. "Community Redevelopment Trust Fund" shall mean the Community Redevelopment Trust Fund established by the County pursuant to Ordinance 2000 -42, adopted on June 13, 2000. "County" shall mean Collier County, Florida, a political subdivision of the State of Florida. "Debt Service Reserve Fund" shall mean the fund created pursuant to Section 2.10 hereof. "Debt Service Coverage Ratio" shall mean, as of any date of calculation thereof, a fraction, the numerator of which is equal to the sum of actual Increment Tax Revenues, Non -Ad Valorem Revenues and cash carried forward (reserves) for the prior Fiscal Year based on the Agency's annual audit, and the denominator of which is the Annual Debt Service for such Fiscal Year. "Final Maturity Date" shall mean September 1, 2014. "Fiscal Year" shall mean the 12 -month period commencing on October l of any year and ending on September 30 of the immediately succeeding year. "Governing Body" shall mean the Board of County Commissioners of Collier County, Florida, acting in its capacity as the Governing Body of the Agency. "Increment Tax Revenues" shall mean all of the increment tax revenues that are derived within the Community Redevelopment Area and received by the Agency, all in accordance with Chapter 163, Part III, Florida Statutes, and Ordinance No. 2000 -42 of the County, as it may be amended and supplemented from time to time. "Interest Payment Date" shall have the meaning ascribed thereto in Section 3.01(c) hereof. "Interest Rate" shall mean the LIBOR Rate plus three hundred seventy -five (375) basis points (3.75 %), which Rate shall be adjusted as provided in Section 3.01(c) hereof. "LIBOR Rate" shall mean the rate for deposits in U.S. dollars with a 30 -day maturity that appears on Telerate Page 3750 (or such other page as may replace that page 3 Packet Page -901- 6112/2012 Item on that service, or such other service as may be nominated by the British Bankers' Association, for the purpose of displaying London interbank offered rates for U.S. dollar deposits) as of 11:00 a.m., London time, on the first day of each month. This rate shall be used by the Bank in computing the Interest Rate. "Line of Credit" shall have the meaning ascribed to such term in the recitals hereof. "Non -Ad Valorem Revenues" shall mean all _revenues of the Agency derived from any source whatsoever other than the Increment Tax Revenues and other ad valorem taxation on real or personal property, which are legally available to make the payments required herein. "Pledged Funds" shall mean, collectively, (1) the Increment Tax Revenues, and (2) such legally available Non -Ad Valorem Revenues of the Agency budgeted and appropriated pursuant to Section 2.05 hereof. "Project" shall have the meaning ascribed to such term in the recitals hereof. "Reserve Requirement" shall mean $1,560,000.00. "Resolution" shall mean the Resolution adopted by the Agency on July 28, 2009, which among other things authorized the execution and delivery of this Loan Agreement and the issuance of the Series 2009 Note. "Secretary" shall mean Clerk of the Circuit Court of Collier County, Florida and Ex- Officio Clerk to the Board of Commissioners of Collier County, Florida, acting in his capacity as Secretary to the Agency, or his duly authorized designee. "Series 2009 Note" shall mean the Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2009 authorized by the Resolution and more particularly described in Article III hereof. "State" shall mean the State of Florida. 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 terms used in this Agreement not herein defined shall have the meaning ascribed to such terms in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. 9 Packet Page -902- 6 /12 /2012 Item ... SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. [Remainder of page intentionally left blank] E Packet Page -903- 6/1 2/2012 Item 1= .'i. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR NOTES SECTION 2.01. REPRESENTATIONS BY THE AGENCY. The Agency represents, warrants and covenants that: (a) The Agency is a community redevelopment agency duly organized and validly existing under the laws of the State. Pursuant to the Resolution, the Agency has duly authorized the execution and delivery of this Agreement, the performance by the Agency of all of its obligations hereunder, and the issuance of the Series 2009 Note in the aggregate principal amount of $13,500,000. (b) The Agency has complied with all of the provisions of the constitution and laws of the State, including the Act, and has full power and authority to enter into and consummate all transactions contemplated by this Agreement or under the Series 2009 Note, and to perform all of its obligations hereunder and under the Series 2009 Note and, to the best knowledge of the Agency, the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to which the Agency is a party or by which the Agency is bound. (c) The Agency is duly authorized and entitled to issue the Series 2009 Note and enter the Agreement and, when issued in accordance with the terms of this Agreement, the Series 2009 Note and the Agreement will each constitute legal, valid and binding obligations of the Agency enforceable in accordance with their respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (d) There are no actions, suits or proceedings pending or, to the best knowledge of the Agency, threatened against or affecting the Agency, at law or in equity, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the Agency to perform the Agency's obligations under this Agreement or under the Series 2009 Note. (e) The Agency will furnish to the Bank a copy of the annual audited financial statements of the County, including financial information concerning the Agency, and all standard statements for a Comprehensive Annual Financial Report, prepared by a certified public accountant acceptable to the Bank, within 180 days of the close of each Fiscal Year or as soon as such items become available, which report shall show the Increment Tax Revenues collected and Non -Ad Valorem Revenues for such Fiscal Year. In Packet Page -904- 6112/2012 Itzrn 14.P . Within 45 days of the close of each quarter, the Agency will furnish to the Bank a copy of the unaudited quarterly financial statements of the Agency, which report shall show the Increment Tax Revenues and Non -Ad Valorem Revenues collected for such quarter. The Agency shall also provide the Bank with a copy of the annual budget of the Agency each year within 45 days of the final adoption of such budget. (f) As of the date hereof, no outstanding indebtedness of the Agency exists other than the Line of Credit and any interest accrued thereon. SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BANK. The Bank hereby represents, warrants and agrees that it is a Michigan banking corporation authorized to execute and deliver this Agreement and to perform its obligations hereunder, and such execution and delivery will not constitute a violation of its charter, articles of association or bylaws. Pursuant to the terms and provisions of this Agreement, the Bank agrees to provide the loan evidenced by the Series 2009 Note to the Agency for the purpose of refinancing the amounts outstanding under the Line of Credit and financing the costs of Project. SECTION 2.03. SERIES 2009 NOTE NOT TO BE INDEBTEDNESS OF THE AGENCY, COUNTY OR STATE. The Series 2009 Note, when delivered by the Agency pursuant to the terms of this Agreement, shall not be or constitute an indebtedness of the Agency, the County, the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Pledged Funds, as herein provided. The Bank shall never have the right to compel the exercise of the ad valorem taxing power of the Agency or the County, or taxation in any form on any property therein to pay the Series 2009 Note or the interest thereon. The Series 2009 Note is a special and limited obligation payable as to principal and interest solely from the Pledged Funds. SECTION 2.04. SECURITY. The Series 2009 Note shall be secured by and payable from the Pledged Funds. The Agency does hereby irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Series 2009 Note in accordance with the provisions hereof. SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON - AD VALOREM REVENUES. To the extent the Increment Tax Revenues are insufficient to pay Annual Debt Service on the Series 2009 Note for any Fiscal Year, the Agency covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts which shall be sufficient to pay the Annual Debt Service on the Series 2009 Note. Such covenant and agreement on the part of the Agency to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds 7 Packet Page -905- 6/12/2012 Item t f in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the Agency, the Agency does not covenant to maintain any services or programs, now provided or maintained by the Agency, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the Agency from pledging in the future its Non -Ad Valorem Revenues, nor does it require the Agency to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Bank a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the Agency. 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 other debt instruments). However, the covenant to budget and appropriate in its annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of debt service on the Series 2009 Note in the manner described herein and in the Resolution Non -Ad Valorem Revenues and placing on the Agency a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder. SECTION 2.06. PAYMENT COVENANT. The Agency covenants that it shall duly and punctually pay from the Pledged Funds the principal of and interest on the Series 2009 Note at the dates and place and in the manner provided herein and in the Series 2009 Note according to the true intent and meaning thereof and all other amounts due under this Agreement. SECTION 2.07. NO IMPAIRMENT; RECEIPT OF INCREMENT TAX REVENUES. The pledging of the Increment Tax Revenues in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution, agreement or other proceedings of the Agency or the County. The Agency covenants to do all things necessary or required on its part by the Act, or other applicable provisions of the law, to maintain the levy, collection and receipt of the Increment Tax Revenues. The Agency shall exercise all legally available remedies to enforce such levy, collection and receipt now or hereafter available under law. The Agency will not take any action, or enter into any agreement that shall result in reducing the level of Increment Tax Revenues received by the Agency from that level prevailing at the time the Agency takes such action or enters into such agreement. Without limiting the generality of the foregoing, the Agency agrees not to cause or allow the boundaries of the Community Redevelopment Area to be decreased or the Agency to cease to exist without the prior written consent of the Bank. SECTION 2.08. ISSUANCE OF ADDITIONAL INDEBTEDNESS. The Agency shall not issue any indebtedness without the written consent of the Bank unless E Packet Page -906- 061 220" Item 14. =.... upon the issuance of such indebtedness the Series 2009 Note shall be paid in full and no longer outstanding hereunder. SECTION 2.09. DEBT SERVICE COVERAGE RATIO. The Agency agrees to maintain a Debt Service Coverage ratio of 1.25 so long as the Series 2009 Note is outstanding. SECTION 2.10. DEBT SERVICE RESERVE FUND. The Agency shall establish and maintain so long as the Series 2009 Note is outstanding a separate fund to be known as the "Debt Service Reserve Fund — Series 2009 Note." Moneys on deposit in the Debt Service Reserve Fund shall be used only to pay the Annual Debt Service on the Series 2009 Note to the extent the Pledged Funds are insufficient therefor. Except as otherwise provided in this Section 2.10, moneys in the Debt Service Reserve Fund are required to be maintained in an amount equal to the Reserve Requirement. The investments in the Debt Service Reserve Fund shall be valued at their market value annually as of September 30 of each Fiscal Year. If at the time of any valuation the amount on deposit in the Debt Service Reserve Fund is less than the Reserve Requirement as a result of a decline in the market value of investments in the Debt Service Reserve Fund, the Agency shall deposit to the Debt Service Reserve Fund from the Pledged Funds the amount necessary to restore the amount on deposit in the Debt Service Reserve Fund to the Reserve Requirement within 120 days following the date on which the Agency determines such deficiency. If the amount on deposit in the Debt Service Reserve Fund is less than the Reserve Requirement as a result of the Debt Service Reserve Fund having been drawn upon to pay any principal or interest on the Series 2009 Note, the Agency shall deposit in the Debt Service Reserve Fund the amount which was withdrawn in not more than 12 substantially equal monthly payments beginning with the first day of the first month after the month in which such draw occurred. SECTION 2.11. PURCHASE AND SALE OF LAND. In the event that any land is purchased by the Agency with the proceeds of the loan issued by the Bank hereunder and is subsequently sold, or, any land previously purchased by the Agency with proceeds drawn under the Line of Credit is subsequently sold, all of the net proceeds of the sale of such land shall be applied to the optional prepayment of the principal outstanding under the Series 2009 Note within 30 days of the receipt of such sales proceeds pursuant to Section 3.02 hereof. [Remainder of page intentionally left blank] 2 Packet Page -907- 6/12/2012 Item ARTICLE III DESCRIPTION OF SERIES 2009 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2009 NO'S'E. (a) The Agency hereby authorizes the issuance and delivery of the Series 2009 Note to the Bank which Note shall be in an amount equal to THIRTEEN MILLION FIVE HUNDRED THOUSAND AND 00 /100 DOLLARS ($13,500,000) and shall be designated as the "Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2009." The text of the Series 2009 Note shall be substantially in the form attached hereto as Exhibit B, with such omissions, insertions and variations as may be necessary and desirable to reflect the particular terms of the Series 2009 Note. The provisions of the form of the Series 2009 Note are hereby incorporated in this Agreement. (b) The Series 2009 Note shall be dated the date of its delivery. The Series 2009 Note shall be executed in the name of the Agency by the manual signature of the Chairman and attested by the manual signature of the Secretary. In case any one or more of the officers, who shall have signed the Series 2009 Note, shall cease to be such officer of the Agency before the Series 2009 Note so signed shall have been actually delivered, such Series 2009 Note may nevertheless be delivered as herein provided and may be issued as if the person who signed such Series 2009 Note had not ceased to hold such office. (c) The Series 2009 Note shall bear interest from its date of issuance at the Interest Rate (calculated on the basis of a 360 -day year consisting of twelve 30 -day months), which Interest Rate shall be adjusted as of the first day of each month based upon changes in the LIBOR Rate. Interest on the Series 2009 Note shall be payable on the first day of each month, commencing October 1, 2009 (each an "Interest Payment Date ") so long as any amount under the Series 2009 Note remains outstanding. Principal of the Series 2009 Note shall be payable on the first day of each month, commencing October 1, 2009 (each a "Principal Payment Date "), through and including the Final Maturity Date, and shall be in equal amounts based on a fifteen (15) year amortization, with a balloon payment due and payable on the Final Maturity Date. The full outstanding principal balance of the Series 2009 Note shall become due and payable on the Final Maturity Date. The scheduled principal payments shall be set forth in the Series 2009 Note. (d) All payments of principal of and interest on the Series 2009 Note shall be payable in any coin or currency of the United States, which, at the time of payment, is legal tender for the payment of public and private debts and shall be made to the Bank (i) in immediately available funds, (ii) by delivering to the Bank no later than the payment date a check or draft of the Agency, or (iii) in such other manner as the Agency and the 10 Packet Page -908- 6/1212012 I --rr, Bank shall agree upon in writing. I1 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. (e) The Agency agrees to pay a loan documentation fee to the Bank equal to $800, plus any legal fees or out -of- pocket expenses of the Bank associated with the issuance of the Series 2009 Note, which fees and expenses shall not exceed $5,000. The Bank shall pay for all of its costs relating to servicing the term loan. SECTION 3.02. OPTIONAL PREPAYMENT. The Series 2009 Note may be prepaid at any time prior to the Final Maturity Date, at the option of the Agency, from any moneys legally available therefor, upon notice as provided herein, in whole or in part at any time or from time to time, without a prepayment premium, by paying to the Bank all or a part of the principal amount of the Series 2009 Note to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Any prepayment shall be made on such date and in such principal amount as shall be specified by the Agency in a written notice provided to the Bank not less than ten (10) days prior thereto by first class mail. Notice having been given as aforesaid, the amount of principal of the Series 2009 Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the date of prepayment stated in such notice, together with interest accrued and unpaid to the date of prepayment on the principal amount then- tieing paid. If on the date of prepayment moneys for the payment of the principal amount to be prepaid on the Series 2009 Note, together with interest to the date of prepayment on such principal amount shall have been paid to the Bank as above provided, then from and after the date of prepayment, interest on such prepaid principal amount of the Series 2009 Note shall cease to accrue. If said money shall not have been so paid on the date of prepayment, such principal amount of the Series 2009 Note shall continue to bear interest until payment thereof at the Interest Rate. The Bank shall make appropriate notations in its records indicating the amount and date of any such prepayment and shall promptly transmit an acknowledgment to the Agency indicating the amount and date of such prepayment. [Remainder of page intentionally left blank] Packet Page -909- 6/1 2/2012 lie , ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2009 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE. (a) In connection with the issuance of the Series 2009 Note, the Bank shall not be obligated to purchase the Series 2009 Note pursuant to this Agreement unless at or prior to the issuance thereof the Agency delivers to the Bank the following items in form and substance acceptable to the Bank and Bond Counsel: (i) An opinion of Bond Counsel in form and substance to the effect that the Series 2009 Note has been duly authorized by the Agency and is an enforceable obligation in accordance with its terms (enforceability of it may be subject to standard bankruptcy exceptions and the like); and (ii) Such additional certificates, opinions, instruments and other documents as the Bank or Bond Counsel may deem necessary or appropriate. (b) The Agency shall apply the proceeds of the Series 2009 Note to finance or refinance, or reimburse itself for prior expenditures incurred for, the costs of the Project, which shall include, but not be limited to: (i) The costs of architectural and engineering services related to the Project, including, without limitation, the costs of preparation of studies, surveys, reports, tests, plans and specifications; (ii) The costs of legal, accounting, marketing and other special services related to the Project; (iii) Costs and fees incurred in connection with the issuance of the Series 2009 Note; (iv) Fees and charges incurred in connection with applications to federal, state and local governmental agencies for any requisite approval or permits regarding the acquisition of the Project; (v) Costs incurred in connection with the acquisition of the sites for the Project, including any necessary rights -of -way, easements or other interests in real or personal property; (vi) Interest on the Series 2009 Note accruing prior to the completion date of the Project; 12 Packet Page -910- 6/1212012 Item 14.x.':. (vii) To the extent permitted by law, other costs and expenses relating to the Project which are incurred for the purpose of providing for the Project, including the administrative and maintenance costs associated with the management of the Project, and other facilities functionally related and subordinate thereto; and (viii) The costs relating to refinancing amounts outstanding under the Line of Credit. [Remainder of page intentionally left blank] 13 Packet Page -911- 6/12/2012 Item !' . ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The Agency shall fail to make timely payment of principal or interest then due on any amounts drawn against the Series 2009 Note; (b) Any representation or warranty of the Agency contained in Article II of this Agreement or any certificate provided the Bank under Article IV shall prove to be untrue in any material respect; (c) Any covenant of the Agency contained in Article II of this Agreement shall be breached or violated for a period of sixty (60) days after the Agency's notice of such breach or violation, unless the Bank shall agree in writing, in its sole discretion, to an extension of such time prior to its expiration; (d) There shall occur the dissolution or liquidation of the Agency, or the filing by the Agency of a voluntary petition in bankruptcy, or the commission by the Agency of any act of bankruptcy, or adjudication of the Agency as a bankrupt, or assignment by the Agency for the benefit of its creditors, or appointment of a receiver for the Agency, or the entry by the Agency into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Agency in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter amended. (e) There shall occur an event of default under any Agency Debt (other than the Series 2009 Note). SECTION 5.02. REMEDIES. If any event of default shall have occurred and be continuing, the Bank or any trustee or receiver acting for the Bank may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or granted and contained in this Agreement, and may enforce and compel the performance of all duties required by this Agreement or by any applicable statutes to be performed by the Agency or by any officer thereof. No remedy herein conferred upon or reserved to the'Bank is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Upon any default hereunder, the Bank may declare the entire amount of the Series 2009 Note and all interest accrued thereon to be immediately due and payable. 14 Packet Page -912- 6112/2012 Item 14.E. k. ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AGREEMENT. This Agreement shall not be amended, changed or modified without the prior written consent of the Bank and the Agency. SECTION 6.02. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. SECTION 6.03. SEVERABILITY. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. SECTION 6.04. TERM OF AGREEMENT. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as the Series 2009 Note is outstanding. SECTION 6.05. NOTICE OF CHANGES IN FACT. Promptly after the Agency becomes aware of the same, the Agency will notify the Bank of (a) any change in any material fact or circumstance represented or warranted by the Agency in this Agreement or in connection with the issuance of the Series 2009 Note, and (b) any default or event which, with notice or lapse of time or both, could become a default under the Agreement, specifying in each case the nature thereof and what action the Agency has taken, is taking and/or proposed to take with respect thereto. SECTION 6.06. NOTICES. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or certified mail, postage prepaid, to Collier County Community Redevelopment Agency, Bayshore /Gateway Triangle Community Redevelopment Area, 4069 Bayshore Drive, Naples, Florida 34112, Attention: Executive Director, with a copy to County Administrator, Collier County Government Complex, 3301 East Tamiami Trail, Building F, Naples, Florida 34112, and to the Bank, Fifth Third Bank, 999 Vanderbilt Beach Road, MD B9997C, Naples, Florida 34108, Attention: Lori T. Buhs, 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. 15 Packet Page -913- 6,112/2012 Item t SECTION 6.07. APPLICABLE LAW. The substantive laws of the State of Florida shall govern this Agreement. SECTION 6.08. 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. [Remainder of page intentionally left blank] 16 Packet Page -914- e!i 212012 Item 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. COLLIER COUNTY ATTEST: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: tom' Lf L gal Counsel By: Lori T. Buhs, Vice President 17 Packet Page -915- 6/12/2012 Items.`: EXHIBIT A GENERAL DESCRIPTION OF THE PROJECT The Project includes the acquisition of seven (7) parcels of land totaling approximately 6.29 acres located in the Triangle Lake Subdivision within the Community Redevelopment Area, as more particularly described in the plans and specifications on file with the Agency. A -1 Packet Page -916- 6/1212012 Item FORM OF SERIES 2009 NOTE UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY TAXABLE NOTE (FIFTH THIRD BANK), SERIES 2009 Interest Final Rate Date of Issuance Maturity Date Variable September 1, 2009 September 1, 2014 COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY, FLORIDA (the "Agency "), for value received, hereby promises to pay, solely from the Pledged Funds described in the within mentioned Agreement, to the order of Fifth Third Bank, or its successors or assigns (the "Bank "), the principal sum of THIRTEEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($13,500,000) pursuant to that certain Loan Agreement by and between Fifth Third Bank, and the Agency, dated as of September 1, 2009 (the "Agreement "), and to pay interest on the outstanding principal amount hereof from the Date of Issuance set forth above, or from the most recent date to which interest has been paid, at the Interest Rate (as defined in the Agreement), subject to adjustment as provided in the Agreement (each an "Interest Payment Date "), commencing October 1, 2009, so long as any amount under this Note remains outstanding; provided, however, if such Interest Payment Date is not a Business Day (as defined in the Agreement), then such payment shall be due and payable on the next succeeding Business Day. Principal of this Note shall be payable on the first day of each month, commencing October 1, 2009, in the amounts set forth on Appendix I attached hereto through the Final Maturity Date set forth above. The full outstanding principal balance of this Note shall become due and payable on the Final Maturity Date. The principal and interest on this Note is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note is issued. under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter -163, Part III, Florida Statutes, Chapter 125, Florida Statues, and other applicable provisions of law, a resolution duly adopted by the Agency on July 28, 2009 (the "Resolution "), as such Resolution may be amended and supplemented from time to time, and is subject to all Packet Page -917- 6/12/2012 item 1141-3,'.. terms and conditions of the Resolution and the Agreement. Any term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Agreement. This Note is being issued to finance the costs of acquiring certain land within the Community Redevelopment Area (as defined in the Agreement) and refinance the amount outstanding under an existing revolving line of credit as described in the Agreement. This Note is secured by and shall be payable from the Pledged Funds as described in the Agreement. This Note shall be secured by and payable from the Pledged Funds as described and provided for in the Agreement. The Agency has irrevocably pledged the Pledged Funds to the payment of the principal of and interest on this Note in accordance with the provisions of the Agreement. This Note shall bear interest at the Interest Rate identified above on the basis of a 360 -day year consisting of twelve 30 -day months. Such Interest Rate is subject to adjustment as of the first day of each month as provided in the Agreement. 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 law allowed underthe State of Florida as presently in effect. All payments made by the Agency hereon shall apply first to accrued interest, and then to the principal amount then due on this Note. The Agency may prepay this Note as a whole or in part, at any time or from time to time, by paying to the Bank all or part of the outstanding principal amount thereof, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, without prepayment premium. Each prepayment of the Note shall be made on such date and in such principal amount as shall be specified by the Agency in a written notice delivered to the Bank not less than ten (10) days prior thereto, all in accordance with the provisions of the Agreement. All of the prepayment provisions contained in Section 3.02 of the Agreement shall apply with respect to this Note. This Note, when delivered by the Agency pursuant to the terms of the Agreement and the Resolution, shall not be or constitute an indebtedness of the Agency, Collier County or of the State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Pledged Funds, as provided in the Agreement and the Resolution. The Bank shall never have the right to compel the exercise of the ad valorem taxing power of the Agency or the State, or taxation in any form of any property therein to pay the Note or the interest thereon. B -2 Packet Page -918- 6/12/2012 Item 14.=-.1 .. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Note have happened, exist and have been performed as so required. IN WITNESS WHEREOF, the Agency caused this Note to be signed by the manual signature of the Chairman of its Governing Body and attested by the manual signature of the Secretary to the Agency, and this Note to be dated the Date of Issuance set forth above. ATTEST: Secretary APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Legal Counsel COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By: Jim Coletta, Chairman M. Packet Page -919- Date 10/1/09 11/1/09 12/1/09 1 /l /10 2/1/10 3/1/10 4/1/10 5/1/10 6/1/10 7/1/10 8/1/10 9/1/10 10 /1 /10 11/1/10 12/1/10 1 /1 /11 2/1/11 3/1/11 4/1/11 5/1/11 6/1/11 7/1/11 8/1/11 9/1/11 10 /1 /11 11/1/11 12/1/11 1/1/12 2/1/12 3/1/12 PRINCIPAL REPAYMENT SCHEDULE Principal Amount 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 B -I -1 Date 4/1/12 5/1/12 6/1/12 7/1/12 8/1/12 9/1/12 10/1/12 11/1/12 12/1/12 1/1/13 2/1/13 3/1/13 4/1/13 5/1/13 6/1/13 7/1/13 8/1/13 9/1/13 10/1/13 11/1/13 12/1/13 1/1/14 2/1/14 3/1/14 4/1/14 5/1/14 6/1/14 7/1/14 8/1/14 9/1/14 Packet Page -920- 5/12/2012 Item 1 4. E. ' . APPENDIX I Principal Amount $ 75,.000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 75,000.00 9,075,000.00 6/121201 Item 14 .L .' . v@ i Es s/ June 15, 2009 Mr. David Jackson Executive Director Bayshore Gateway Triangle Community Redevelopment Agency 4069 Bayshore Drive Naples, Florida 34112 Mr. Jackson: Please find below an updated Term Sheet for Fifth Third Bank's proposal to provide a $13,500,000 Term Loan to the Bayshore Gateway Triangle Community Redevelopment Agency to refinance the existing Line of Credit with Wachovia Bank and finance the acquisition of land associated with the Gateway triangle Project. Updated Term Sheet Borrower: Bayshore Gateway Triangle Community Redevelopment Agency ( "CRA ") Guarantor: N/A Request: $13,500,000 Tenn Loan Purpose: (1) Refinance existing revolving Line of Credit debt with Wachovia Bank; and (2) Acquisition of land associated with the Gateway Triangle Project Term: Five (5) Year Term Amortization: Rate: Fifteen (15) Years (1) Taxable Variable Rate Option Taxable rate of 30 -Day LIBOR plus 3.75 %; for illustrative purposes, the rate as of June 15, 2009, is 4.07°/x. (2) Taxable Fixed Rate Alternative Fifth Third Bank would be pleased to offer an interest rate hedged in the form of an interest rate swap. As of June 15, 2009, the indicative market rate of interest for a 5 -year swap (including the Borrower's option to cancel the swap at any month after the second year) would Packet Page -921- .w 6/12/2012 Iter-. , 4" . ' Firm THIRD BANw be an indicative all -in fixed We of interest of 6.80 %. This rate is subject to changing market conditions until execution of a swap agreement via a recorded phone line. The CRA may hedge the rate of interest of the proposed credit facility via the execution of an interest rate swap with a counterparty deemed acceptable by Fifth Third Bank. Under the interest _ rate swap agreement, the CRA would receive the proposed variable rate index and pay a fixed rate to the swap provider. The variable rate received by the CRA would offset the proposed credit facility's variable rate index. The proposed effective all -in fixed rate of interest to be paid by the Borrower would be the fixed rate paid under the swap agreement plus the proposed credit spread over the variable rate index. Repayment: (1) Monthly principal plus interest; (2) Monthly principal plus interest (similar to a 15 -year mortgage style amortization) Fees: $800 Loan Documentation Fee plus Borrower is responsible for all legal and out of pocket expenses associated with the proposed financing. If the Borrower elects to execute a swap agreement, there will be a $750 Swap Documentation fee. All documents shall be prepared by CRA bond counsel and documents and opinions shall be acceptable to the Bank and it's counsel. Collateral: The loans will be secured by tax increment revenues and a covenant to budget and appropriate from all legally available CRA non -ad valorem revenues. Prepayment: There are no prepayment penalties. However, if the Borrower fixes the interest rate via the execution of a swap agreement , the Borrower is subject to a mark to market adjustment at the time the swap is terminated. Contingencies and Covenants: 1) During the term of the facility, the CRA agrees to budget and appropriate from tax incremental revenues an amount equal to or greater than the projected Annual Debt Service on the respective credit facilities. 2) The CRA will maintain Debt Service Coverage equal to or greater than 1.25:1.0. The calculation shall be determined by using the average of actual receipts and cash carried forward (reserves) for the prior fiscal year based on the CRA's annual audit. 3) The CRA agrees to maintain a Debt Reserve Fund equal to or great than: a Annual principal and interest debt service for the Term Loan Packet Page -922- 6,112/2012 Item 14.x..' . 4) If any land is purchased by the CRA with Fifth Third Bank loan proceeds and subsequently sold, the sale proceeds will be required to be applied against the principal amount outstanding. 5) If any land already purchased by the CRA under the Wachovia Line of Credit is sold, the sale proceeds will be required to be applied against the principal amount outstanding. 6) Quarterly financial statements shall be submitted within 45 -days of quarter end. 7) Audited annual financial statements shall be submitted within 120 -days of year -end. 8) The operating Budget for the CRA shall be submitted within 45 days of adoption. 9) The CRA is prohibited from incurring any additional debt without the written consent of Fifth Third Bank. 10) Final credit approval required by Fifth Third Bank. Representations and Warranties: Usual and customary for transactions of this type. Events of Default: Usual and customary for transactions of this type. Indemnification: Usual and customary for transactions of this type. Governing Laws: State of Florida Documents: Any potential transaction is subject to the CRA agreeing to execute documents and provide any other documentation that the Bank deems necessary to close the Loan facility and maintain its security interests in the future. Mr. Jackson, our entire Fifth Third Bank team is excited about the opportunity to partner with the Bayshore Gateway Triangle Community Redevelopment Agency. If you have any questions or require additional information, please feel free to contact me at 239.591.6461 or via email at Lori.Buhs@53.com. Respectfully Submitted, Lori T. Buhs Vice President Fifth Third Bank Packet Page -923- ,� u• ... Financing Proposal Accepted By: 6,11212612 Item 14.E ` . FIFTH THIRD BPiNIC Bayshore Gateway Triangle Community Redevelopment Agency Signature: (Print): Title: Date: Packet Page -924- FIFTH THIRD BAND DISCLOSURE LETTER AND TRUTH -IN- BONDING STATEMENT September 1, 2009 Collier County Community Redevelopment Agency Naples, Florida Commissioners: 612/2012 Item In connection with the purchase of the $13,500,000 aggregate principal amount of Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2009 (the "Note ") authorized to be issued by a resolution of the Collier County Community Redevelopment Agency (the "Issuer ") adopted on July 2$, 2009 (the "Resolution "), the undersigned purchaser of the Note (the "Original Purchaser "), hereby acknowledges and represents that (1) the Original Purchaser is familiar with the Issuer; (2) the Original Purchaser has been furnished certain business and financial information about the Issuer; (3) the Issuer has made available to the Original Purchaser the opportunity to obtain additional information and to evaluate the merits and risks of an investment in the Note; and (4) the Original Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Issuer concerning the terms and conditions of the offering and the information supplied to the Original Purchaser. The Original Purchaser acknowledges and represents that it has been advised that the Note has not been 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 Original Purchaser, therefore, realizes that if and when the Original Purchaser wishes to resell the Note there may not be available current business and financial information about the Issuer. Further, no trading market now exists for the Note. Accordingly, the Original Purchaser understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to the maturity of the Note may not be possible or may be at a price below that which the Original Purchaser is paying for the Note. It is understood that the Original Purchaser has undertaken to verify the accuracy, completeness and truth of any statements made concerning any of the material facts Packet Page -925- 6/1212012 Item relating to this transaction, including information regarding the business and financial condition of the Issuer. The Original Purchaser has conducted its own investigation to the extent it deemed necessary. The Original Purchaser has been offered an opportunity to have made available to it any and all such information it might request from the Issuer. On this basis, it is agreed by acknowledgment of this letter that the Original Purchaser hereto is not relying on any other party or person to undertake the furnishing or verification of information relating to this transaction. The Original Purchaser acknowledges that the Note is being purchased as part of a private placement of the Note negotiated directly between the Issuer and representatives of the undersigned. Accordingly, no Official Statement or other disclosure document has been prepared in connection with the issuance of the Note and we hereby acknowledge that we have made our own independent examination of all facts and circumstances surrounding the Note and the financing and that no reliance has been placed on any findings by the Issuer in the Resolution or the Loan Agreement (as defined in the Resolution) as to the ability of the Issuer to meet its payment obligations so as to meet debt service on the Note or any other representations by anyone other than the Issuer. The Original Purchaser is purchasing the Note for investment purposes only and not with intent to distribute or resell the Note. The Original Purchaser hereby covenants that prior to any distribution or resale of the Note, it will comply in all respects with all applicable securities laws including, if so required, causing an Official Statement or other disclosure document satisfactory to the Issuer to be prepared at the Original Purchaser's expense appropriately setting forth all items of disclosure which would be required in any such distribution or resale. The Original Purchaser further acknowledges and represents that (1) it is the only initial purchaser of the Note, (2) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the Note, and (3) it is not purchasing the Note for more than one account or with a view to distributing the Note. The Original Purchaser acknowledges that the representations contained in this paragraph are being made in order to meet one of the exceptions to the continuing disclosure requirements set forth in Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934. Pursuant to the provisions of Section 218.385, Florida Statutes, as amended, the Original Purchaser is providing the following information with respect to the purchase of the Note. The Original Purchaser represents to you as follows: (a) The nature and estimated amounts of expenses to be incurred and paid by the Original Purchaser in connection with the issuance and sale of the Note are: None. (b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended, in connection with the issuance of the Note. 2 Packet Page -926- 6/12/2012 Item .=.. i . (c) A loan documentation fee of $800 is to be charged by the Original Purchaser in connection with the issuance of the Note. (d) No management fee will be... charged by the Original Purchaser in connection with the issuance of the Note. (e) No other fee, bonus or other compensation will be paid by the Original Purchaser in connection with the issuance of the Note to any person not regularly employed or retained by the Original Purchaser (including a "finder" as defined in Section 218.386, Florida Statutes). (f) The name and address of the Original Purchaser is: Fifth Third Bank 999 Vanderbilt Beach Road MD B9997C Naples, Florida 34108 (g) The Issuer is proposing to issue $13,500,000 in aggregate principal amount of the Note for the principal purpose of refinancing existing debt with Wabhovia Bank and acquiring certain land within the Bayshore/Gateway Triangle Community Redevelopment Area. The Note is expected to be repaid over a period of five years. At an assumed average annual interest rate of 6.78 %, total interest paid over the life of the Note will be approximately $3,826,156. The expected source of repayment for the Note is Increment Tax Revenues (as defined in the Resolution). Making the foregoing assumptions, authorizing the Note will result in an average of approximately '$1,700,000 of such Increment Tax Revenues of the Issuer being expended to pay debt service on the Note each of the first four years and an amount equal to approximately $10,543,000 to be expended to pay debt service in the fifth year. Very truly yours, FS-1 5 1_ & V.11, M . �1, By: Lori T. Buhs, Vice President . 3 Packet Page -927- 6/12,2612 Item UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY CON AUNITY REDEVELOPMENT AGENCY TAXABLE NOTE (FIFTH THIRD BANK), SERIES 200.9 :. Interest Rate Date of Issuance Variable September 1, 2009 COLLIER COUNTY COMMUNITY REDEVI (the "Agency "), for value received, hereby promises to described in the within mentioned Agreement, to th; successors or assigns (the "Bank "), the principal s HUNDRED THOUSAND AND 00/100 DOLLARS Loan Agreement by and between Fifth d Bar September 1, 2009 (the "Agreement"), d amount hereof from the Date of Issuances, et fo` J a which interest has been paid, at the In' ate ( E adjustment as provided in the Ag.mer�t October 1,_2009, so long as amount unde N however, if such Interest P s aym Date is not Bysmes; ILO NT AG Y, FLORIDA p, lely the 'flged Funds order ;: fifth it Bank, or its f E LION FIVE 0,000 uant to that certain th4gency, dated as of terest a outstanding principal r om the most recent date to ;fined in the Agreement), subject to rest Payment Date "), commencing ote remains outstanding: provided_ in the then such payment all due ayable o the next succeeding Business Day%,c�aa of this Note sli The p le nth da f each month commencing ,Qqtober 1, 2009, in the amounts set fo pp fix I a a ed ereto cough the Final Maturity Date set , 6rtli above. The full o tan princip balance of this Note shall become due and payable on the Final Matte te. nrinc iral and interest on this Note is payable in any coin or currency o nit [ States nenca which, at the time of payment, is legal tender for the payrdent o . fife and private debts. This to is is %8 under the authority of and in full compliance with the Constitution and. �- State of Florida, including, particularly, Chapter 163, Part III, Florida Statutes, Chapter ,;'25, Florida Statues, and other applicable provisions of law, a resolution duly adopted, e Agency on July 28, 2009 (the "Resolution "), as such Resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of the Resolution and the Agreement. Any term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Agreement. This Note is being issued to finance the costs of acquiring certain land within the Community Redevelopment Area (as defined in the Agreement) and refinance the amount outstanding under an existing revolving Iine of credit as described in the Agreement. This Packet Page -928- 6,'12/2612 {tern 14.E.i. Note is secured by and shall be payable from the Pledged Funds as described in the Agreement. This Note shall be secured by and payable from the Pledged Funds as described and provided for in the Agreement. The Agency has irrevocably pledged the Pledged Funds to the payment of the principal of and interest on this Note in accordance with the provisions of the Agreement. This Note shall bear interest at the Interest Rate identified above on�th' ME', asis of a 3 day year consisting of twelve 30 -day months. Such Interest Rate is subject "'ustment as of the first day of each month as provided in the Agreement. Notwithstanding any provision in this Note to the eodtrary, inpo event shall the interest contracted for, charged or received in connection w "this mote (inauding any other costs or considerations that constitute interest under theta "j f t4 at ofrida which are contracted for, charged or received) exceed the mm., of inter t allowed under the State of Florida as presently in effect. All payments made by the Agency h r on shall ' ply _ s to accrued interest, and then to the principal amount then due on th s The Agency may prepay this ote 64 a. who r in part, at any time or from time to ,:. time, by paying to the Bank all or the o di principal amount thereof, together with the unpaid interest accrue ion the amoun r ncipal so prepaid to the'date of such prepayment, without prepayme t�premium. Faaa repayment of the Note shall be made on such date and in such a" wxx►ount as s all be specified by the Agency in a written notice delivered to the ank of 1 an(10) days prior thereto, all in accordance with the provisions of th eem, All o e prepayment provisions contained in Section 3.02 of the Agreemeritshall ` with rpect to this Note. Thi %Wae whin de li , y the Agency pursuant to the terms of the Agreement and the Reso a11' of be or onstitute an indebtedness of the Agency, Collier County or of the S'eo load ithin the meaning of any constitutional, statutory or charter limitations of iMebted but ' be payable solely from the Pledged Funds as provided in the Agree itd ` Resolution. The Bank shall never have the right to compel the exercise of the ad valorems ing power of the Agency or the State, or taxation in any form of any property th�erfo pay the Note or the interest thereon. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Note have happened, exist and have been performed as so required. 2 Packet Page -929- 6/1212012 Itern 14.E.' , IN WITNESS WHEREOF, the Agency caused this Note to be signed by the manual signature of the Chairman of its Governing Body and attested by the manual signature of the Secretary to the Agency, and this Note to be dated the Date of Issuance set forth above. ATTEST: COLLIER COUNTY APPROVED AS TO FORM AND LEGAL SUFFICIENCY:... . 3 Packet Page -930- 6/12/2012 Item 14. . APPENDIX I PRINCIPAL REPAYMENT SCHEDULE Date Principal Amount Date Principal Amount 10/1/09 $ 75,000.00 4/1/12 $ 75,000.00 11/1/09 75,000.00 5/1/12 75,00 00 12/1/09 75,000.00 6/1/12 75,0' ` 0 1 /1 /10 75,000.00 7/1/12 75,000.0 2/1/10 75,000.00 8/1/12 b. .00 3/1/10 75,000.00 9/1/12 4/1/10 75,000.00 10/1/12 7 ; 0.00 i 511110 75,000.00 11 /l /12 75 00 6/1/10 75,000.00 12/1/12 �- 5, 0 7/1/10 75,000.00 1 /l /1 75,0 , .00 8/1/10 75,000.00 2/l/ 75 0.00 9/1/10 75,000.00 3 /l /1 , x ,000.00 10 /1 /10 75,000.00 4/1/13 y 75,000.00 11/1/10 75,000.00 �/1�3 '' 75,000.00 12/1/10 75,000.00 bl� 75,000.00 1 /1 /11 75,000.00,` ` y p, 7fj /13 75,000.00 2/1/11 75,000 8/1I3K 75,000.00 3/1/11 75,000.00 /1/1 75,000.00 4/1/11- 75,0.00 j"l1 /13 75,000.00 _.511111- 75,0 00- 11/1/13 — 75,000.00- 6/l/11 ° 75,01 0 12/1/13 75,000.00 7/1/11 7 00 . 1 /l /14 75,000.00 811/11 n O.Q �- 2/1/14 75,000.00 9/1111 751,000 3/1/14 75,000.00 grz,, 1%11 N 0010 4/1/14 75,000.00 0.00 5/1/14 75,000.00 4,2/1/1 r 7 000.00 6/1/14 75 000.00 112 :: 75,000.00 7/1/14 75,000.00 2/1/2 75,000.00 8/1/14 75,000.00 w12 75,000.00 9/1/14 9,075,000.00 I -1 Packet Page -931- 6/12/2012 Item 41.'.. t GENERAL CERTIFICATE OF THE COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY We, Jim Coletta, Chairman of the Collier County Community Redevelopment Agency (the "Agency "). and David Jackson, Executive Director of the Bayshore /Gateway Triangle CRA, are delivering this Certificate relating to the issuance by the Agency of its Taxable Note (Fifth Third Bank), Series 2009 (the "Note ") and the execution and delivery of the Loan Agreement (the "Agreement ") dated as of September 1, 2009, between the Agency and Fifth Third Bank. All terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. We hereby certify, to the best of our knowledge, as follows: 1. There is no litigation of which either of us have notice and no litigation is pending or threatened (A) to restrain or enjoin the issuance or delivery of the Note or the execution or delivery of the Agreement or the adoption of the CRA Resolution duly adopted by the Agency on July 28, 2009 (the "CRA Resolution ") or the adoption of the Resolution duly adopted by Collier County, Florida (the "County ") on July 28, 2009 (the "County Resolution," and, together with the CRA Resolution, the "Resolutions "), (B) in any way contesting or affecting any authority for the issuance of the Note or the validity of the Note, the Resolutions or the Agreement, (C) in any way contesting the existence or powers of the Agency or the County, (D) to restrain or enjoin the collection of revenues pledged or to be pledged to pay the principal of and interest on the Note, or (E) which may result in any material adverse change in the 'business, properties, assets and the financial condition of the Agency taken as a whole. 2. The following are now, and have continuously been since the dates of beginning of their respective current terms shown below, the duly qualified and acting members of the governing body of the Agency, and the dates of the beginning and ending of their respective current terms are hereunder correctly designated opposite their names: Member Jim Coletta, Chairman Fred W. Coyle Donna Fiala Frank Halas Tom Henning Beginning Date of Current Term November 2008 November 2006 November 2008 November 2006 November 2008 Ending Date of Current Term November 2012 November 2010 November 2012 November 2010 November 2012 3. The following are now, and have continuously been since the dates of beginning of their respective current terms of office shown below, the duly qualified and acting officers of the Agency and the dates of the beginning and ending of their Packet Page -932- 6/12,12012- Item 4. -E.', respective current terms of office are hereunder correctly designated opposite their names: Beginning Date of Current Ending Date Office Name Term of Office of Current Term of Office Chairman Jim Coletta March 2009 March 2010 Secretary Dwight E. Brock January 2009 January 2013 4. That we did heretofore cause to be officially executed the Note. 5. That the Note has been executed by the Chairman and the signature of the Chairman has been attested to by the Secretary, and that the Chairman and the Secretary were on the date they signed the Note and are now the duly qualified and acting Chairman and Secretary of the Agency. 6. That the Agency has complied with all terms, provisions and conditions of the Resolutions and the Agreement with respect to the issuance of the Note. 7. That the authority to borrow the funds as set forth in the Agreement has not been revoked, amended or modified. 8. "'' ' The interest rate on the Note is in compliance with the maximum interest rate provisions contained in Section 215.84, Florida Statutes. IN WITNESS WHEREOF, we have hereunto set our hands as of the I" day of September, 2009. COLLIER COUNTY COMMUNITY Executive bire cbr, yshore/Gateway APPROVED AS TO FORM AND Triangle CRA LEGAL SUFFICIENCY: Legal Counsel 2 Packet Page -933- 6/12/2012 Item Z' .E . ` Naples Daily News Naples, FL 34102 Affidavit of Publication Naples Daily News -------------------------------------------------- 4------------------- - - - - -- BCC /ODES BUDGET OFFICE CLERK OF CIRC. COURT POB 413044 S AMMERMANN /FINANCE DEPT P OB XO 413044 NAPLES FL 34101 REFERENCE: 068784 59583089 NOTICE OF PUBLIC MEE State of Florida County of Collier Before the undersigned authority, personally appeared Susan Rogge, who on oath says that she serves as the Vice President of Finance of the Naples Daily News, a daily newspaper published at Naples, in Collier County, Florida: that the attached copy of advertising was published in said newspaper on dates listed. Affiant further says that the said Naples Daily News is a newspaper published at Naples, in said Collier County, Florida, and that the said newspaper has heretofore been continuously published in said Collier County, Florida, each day and has been entered as second class mail matter at the post office in Naples, in said Collier County, Florida, for a period of 1 year next preceding the first publication of the attached copy of advertisement; and affiant further says that he has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. PUBLISHED ON: 07/16 07/16 AD SPACE: 118 LINE FILED ON: 07/16/09 -------------------- - - - - -- Signature of Affiant vC✓;i h'1��4t� NOTICE OF PUBLIC MEETING COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Notice Is hereby given that the Collier County Board of County Commissioners will hold a public meeting on Tuesday. Jul 28 2008, at 1:0111 In or as soon thareaftw as practicable. In the Caller County Board of County Colnmmissionees Chambers on the ent do ai lee m �plex. 3b1 Est TamlmTrall Florida 34114 to consider adoption of a resolution aAugte h ocry z l(ne T ol the Collier Red--,---- obtain Su loan oency` (on Loan`)), under the au- thority of Chapter Ifik Pat If . Fla Statutes, and other jq%rble provisions oI Florida law. The pro - Seeds of the Loan are expected to be used to f15 re a or rnonoa or any polmcal subdivision In Ail persons who may, be Interest - ghren an opportug�lt�, to be beard com same at the publk meeting. Whitten may also be submitted prior. to the am at 33301rEast T�amiml Trjf, Naples In accordance with the Americans with Disabilities Act, persons needing roacespecial aaommodatlon to Coltlierr CountytFaclC Mfg should � located at 3301 East Tamlaml rag, Naples, Florida 34112, (239) 252 -SMD* assisted listening devices for the hearing Impaired are available In the Board of County Commissioners Office. By order of the Collier County Board of County Commissloners; COLLIER COUNTY BOARD OF coLwrY COMMISSIONERS Donna ads to form and Legal sufficiency: na101 AsmOfF4'ICKO 1ASls1 toumyAttorney N01807470 K 2009 Sworn to and Subscribed before me this 00 day of 20.2? Personally known by me C/x� e9'1_n AN (',prillnlSSlOn DD 6504 �= L, Eypires i-ine 21.2011 Packet Page -934- .... 6!'12120 12 Item Naples Daily News Naples, FL 34102 Affidavit of Publication Naples Daily News -------------------------------------------------- +------------------ - - - - -- BCC /CDES BUDGET OFFICE CLERK OF CIRC. COURT POB 413044 S AMMERMANN /FINANCE DEPT P OB XO 413044 NAPLES FL 34101 REFERENCE: 068784 59583087 NOTICE OF PUBLIC MEE State of Florida County of Collier Before the undersigned authority, personally appeared Susan Rogge, who on oath says that she serves as the Vice President of Finance of the Naples Daily News, a daily newspaper published at Naples, in Collier County, Florida: that the attached copy of advertising was published in said newspaper on dates listed. Affiant further says that the said Naples Daily News is a newspaper published at Naples, in said Collier County, Florida, and that the said newspaper has heretofore been continuously published in said Collier County, Florida, each day and has been entered as second class mail matter at the post office in Naples, in said Collier County, Florida, for a period of 1 year next preceding the first publication of the attached copy of advertisement; and affiant further says that he has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. PUBLISHED ON: 07/16 07/16 AD SPACE: 124 LINE FILED - ON_----- 07/16/09- Signature of Affiant /Uwe'/ t- NOTICE OF PUBLIC MEETING COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY In accordance with the Americans with Dls Mlles Act, pens needing a special accormodation to Participate In this raeeading should contact the Collier Courtly FaciPides Management Depamnent located at 3901 Fast Tamiaml Trail. Naples. Florida 341M (239) 2528980' assisted listening devices for the hearing Impart are available In the Board of County Commissioners Office. BPmart Agency: Collier County Community Redevel- COWER COUNTY COMMUNITY REDEVELOPMENT AGENCY �im armen �Iprosud� as rm and Y. Heldl 0o- o Assistant County Attorney �.Iv 1!i 7nfW Notan7�6A - �- - - - - - - - - + - - - - - - - - - - - - - - - - - - - - - - - - Sworn to and Subscribed before me this %YJ day of 20UI Personally known by me ci24n.l r (",;Innis ;n I)D c •^ires June 29.2','1 Packet Page -935- 6/1212012 Item 14.:E. ' . LEA BAYS T €w° Y TRi NGLE Via Registered Mail July 10. 2009 jamv:; K ',Oletta Collier County Board of Commissioners Bayshore Beautification M.STU Board vo ;,,mo, .O:,w Haldeman Creek Dredge MS'FU Board 3301 Tamiami Trail East ca.zrrasiunsr 'Maples. PL 34112 Donna Flaia °„rankHala`,° Re: Proposed Loan between the Collier County Redevelopment Agency and Fifth Third .Bank t..oP£°tY iow,,7m - To Whom It May Concern: �dv—r E -00 Pursuant to Section 163.346, Florida Statutes. you are hereby notified that on ch�irmwn July 28, 2009, at 1:00 pan. or as soon thereafter as practicable. in the Collier County °"``" ` " "' Board of County Commissioner's Chambers on the third floor of Building F of the Collier County Government Complex, 3301 East Tamiami Trail. Naples. Florida 341, 121. the Collier County Community Redevelopment Agency (the "Agency ") will `t ` " °'= consider the adoption of a resolution authorizing a $1 -33,500,.000 loan with Fifth Third Snuck Gur.1,0er .. Bank (the "Loan "). The proceeds of the Loan are expected to be used to (i) refinance a,mxi, e existing debt with Wachovia Bank, and (ii) acquire certain land within the <,x�£ Bayshore/Gateway Triangle Community Redevelopment Area. The Loan will be :.agaye ;la it 1rmr£ payable from the increment tax revenues derived by the Agency within the 1 ievq Mai: Bayshore/Gatewav Triangle Coinmunit)° Redevelopment Area and certain other legally available moneys of the Agency. If the resolution is adopted on July 28, 2009, ``' `` the Agency plans to close the Loan on or about September I, 2009. ucx, r g Sincerely. 2 -A Sm > i Executive David Jackson Z f Executive Director y"„ , -;;9) F,4' -Z- V!,! ;,) o Y' (239) 77 ; -44565 ;&, e Tmr, O£;rN 3iiar,s AmO, S Packet Page -936- e C 0 Fred W, cw�w �.sizzi:8.i3r; �adVt, =�� L.i %.11 �,}' T W' jig. Barn", Bruce PmMa RA Stefl vwtrx'N,s�.rj5. a s ""i%x:. T °..%a ty..1A .., BAYSHi;RE G ;TEW Y TRi. NGLE 011 , Via Registered Mail July 10, 2009 Imniokalce Fire District 502 New Market Road East Inimokalee, FL 34142 6/12112012-1 Item E4-.z.`. Re: Proposed Loan bcoAven the Collier County Redevelopment Agency and Fifth Third Bank To Whom It May Concern: Pursuant to Section 163.346, Florida Statutes. you are hereby notified that on July 28, 2009, at 1:00 p.m. or as soon thereafter as practicable, in the Collier County Board of County Commissioner's Chambers on the third floor of Building F of the Collier County Government Complex. 3301 East Tamiatni 'Trail, Naples, Florida 34112, the Collier County Community Redevelopment Agency (the "Agency ") will consider the adoption of a resolution authorizing, a $13.500,000 Ioan with Fifth Third Bank (the "Loan"). The proceeds of the Loan are expected to be used to (i) refinance existing debt with Wachovia Bank, and (.ii) acquire certain land within the Bayshore /Gateway Triangle Community Redevelopment Area. The Loan will be payable from the increment tax reN enues derived by the Agency within the BayshorefGateway Triangle Community Redevelopment Area and certain other legally available moneys of the Agency. if the resolution is adopted on July 28, 2009, the Agency plans to close the .Loan on or about September 1, 2009. S�ncerel� -. e61 David Jackson Execu ire c t r € -y riY ^>• •� r vl+lf P e o'.3 m' 77--,-445E Packet Page -937- CPA Board corr.tntssit nez ,fame& K coict "a Chaimlan Commissioner Fmd ter, € oyb e Gar et ti0 see Dann rtnta comm'msioner Fran Hata:' i:�rsrreissi€9ta�r Tory Henn *lg a.ti s�rr ?�xa3�}T1Ca`z Lafayelte Ingram Slow Mah xiti MW Brice prebk� ua.f,, ;stagy 0ovid L jad,,znn r..xZ;wiva .ill an J=d mn siiB �rC3ikffi �r�2lidrs� BAYSHORE GM T E W Y ri R1 .NGLE Via Registered Mail July 10. 2009 East Naples Fire District 4798 Dams Blvd Naples, F.l_ 34112 6/12/2012 Item 14.E.' . Re: Proposed Loan between the Collier County Redevelopment Agency° and Fi.fth 'l 'hird Bank To Whom It May Concern: Pursuant to Section 16' ).346, Florida Statutes, you are hereby notified that on July 28, 2009.. at 1:00 p.m. or as soon thereafter as practicable. in the Collier County Board of County Commissioner's Chambers on the third floor of Building f of the Collier Countv Government Complex, 333 0t East Tamiami Trail. Naples. Florida 34112, the Collier County Community Redevelopment Agency (the "Agency ") will consider the adoption of a resolution authorizing a $.13,500.000 loan with Fifth Third Bark (the "Loan "). The proceeds of the Loan are expected to be used to (i) refinance existing debt with Wachovia Bank, and (ii) acquire certain land within the Baysliore /Crateway Triangle Community Redevelopment Area. The Loan will be payable ire fin the increment tax revenues derived by the .agency within the Bays[iore /Gateway 'Triangle Community Redevelopment Area and certain other legally available moneys of the Agency. If the resolution is adopted on July 28, 2009. the Agency plans to close the Loan on or about September 1. 2009. Si Zcerely. Da ,;4d Jarcksort 406; 'E"..Yi^- YsrlOfe '...��i,35v::La� i hales, F ianda :A-1 <,y Packet Page -938- 6/12/2012 Itern B A Y S H 0 R E GATEW TRIANGLE Y jeor jo-,Vtar Manage, Af;.Mylst &Ayshare Dnvef, Napie��, -Flvrida Packet Page -939- Via Registered Mail July .10. 2009 -IMM N 'CNelfa Collier County Niosquito Control District ir — aitmam 600 North Road commtsvnne, Naples. FL 34104 FmivV,Covie Re: Proposed Loan between the Collier County Rede,,,•elopmejit Agency and Fifth Third Bank -ink Haias To Whom It May Concern: Tom Hmmmp Pursuant to Section 163.346, Florida Statutes. you are hereby notified that on July 28. 2009, at 1:00 p.m. or as soon thereafter &,; practicable, in the Collier Count), Board of County Commissioner's Chambers on the third floor of Building F of the Collier County.- Cjovernment Complex. 3301 East Tamiarni Trail. Naples. Florida Und'sey 7ho."naz, 34112, the Collier County Community Redevelopment Agency (tile "Agency") M611 Vic hllr consider the adoption ofaresoitition authorizinga $13,500,000 loan with fifth Third it Bun? Bank (the "Loan"). The proceeds of thel-oan are expected to be used to (i) refinance Kaien existing with Wachovia. Bank, and. (ii) acquire certain land within the a Chum Gunther Baysilbre/Gateway'r-riangle Community Redevelopment Area. The Loan will be Maufic� payable from the increment tax revenues derived by the Agency within the Guvwrez Bayshore/Gateway "Triangle Community Redevelopment Area and certain other Ufayafto lngmm legally available moneys of the Agency. Lf the resolution is adopted on July 28, 2009. slt-m Main the Agency plans to close the Loan on or about Sepiember 1. 2009. r3dt Neaf David Jackson nxecutivc 'DirectCr, V jeor jo-,Vtar Manage, Af;.Mylst &Ayshare Dnvef, Napie��, -Flvrida Packet Page -939- 6/1212012 Item 6 A Y S H 0 R E G -1 T E W A Y TRIANGLE 'Iean jourd em Manage, Sue Tfone 0 1 pefvall�r,,-- Ana ysl 405�� Baysmore Drive. Napi=-, Fkorida 34, �, - I P, (235� e,4'z'- I 115 (234) 775-44H, Packet Page -940- Via Registered Mail July 10, 2009 Jamw,, N. co ta Big Corkscrew Fire District 1' )240 Immokalee Road Naples, FL 334120 Fred VV� Goyie Re: Proposed Loan between the Collier County Redevelopment Agency and Donna Fiija Fifth Third Bank corlml�S'Oflv To Whom lt May Concern: COMM113F30rier Pursuant to Section 163.346, Florida Statutes, you are hereby notified that on July 28, 2009. at 1:00 p.m. or as soon thereafter as practicable, in the Collier County ROHN Board of County Commissioner's Chambers on the third floor of Building 1� of the Chairman Collier County Government Complex, 330 1 East Tarniami Trail, Naples. Florida 341 the Collier County Community Redevelopment Agency (tile "Agency") will ns-;Ch2it consider the adoption of a resolution authorizing a $13,500.000 loan Fifth' Third , with Bank (the "Loan"). The proceeds of the Loan are expected to be used to (i) refinance Karen B'w�r"'11V existing debt with Wachovia Bank, and (d) acquire certain land within the Chvc* Gu.nthu Bayshore/Gate-way Triangle Community Redevelopment Area. The Loan will be payable.froni the increment tax revenues derived by the Agency within the Bayshore/CyatewayTriangle Community Redevelopment Area and certain other Lltay4hlte iegramt legally a.N ailable moneys of the Agency. If the resolution is adopted on Jul), 28. 2009, S t e oe Main the Agency plans to close the Loan on or about September 1, '1009. Pvuce Pmbie S —tz f David Jackson Executive DirecUr Exem'i�ve DhChw 'Iean jourd em Manage, Sue Tfone 0 1 pefvall�r,,-- Ana ysl 405�� Baysmore Drive. Napi=-, Fkorida 34, �, - I P, (235� e,4'z'- I 115 (234) 775-44H, Packet Page -940- Bond Finance - Local Bond Monitoring: Notice of Sale C-onfirmation 61 1 2120 12 Item `4.E E. i . STATE OF FLORIDA - DIVISION OF BOND FINANCE LOCAL BOND MONITORING NOTICE OF SALE STATUS Notice of Sale submission successful. SUBMrr DATE: 07232009 BOND ISSUE NAME: Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2009 SALE DATE: CLOSING DATE: 9/1/2009 9/1/2009 Print this page https:// bondissue. sbafla. com/ nosprocess. asDx ?re&ectPa2e= nosprocess.aspx 7/23/2009 Packet Page -941- Bond Finance - Local Bond Monitoring: Print Form NAME OF GOVERNMENTAL UNIT Collier County Community Redevelopment Agency MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER Address(') 3301 East Tamiami Trail, Building F Address(2) City Naples State FL Zip 34112 COUNT(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION Collier TYPE OF ISSUER Community Redevelopment Agency IS THE ISSUER A COMMUNITY DEVELOPMENT DISTRICT? 6/1 2/20 12 'ter n t .E-'. ISSUE NAME AMOUNT INTEREST CALCULATION FIELD Collier County Community Redevelopment Agency Taxable Note (Fifth Third $13,500,000.00 Variable Variable Bank), Series 2009 AMOUNT AUTHORIZED $13,500,000.00 DATED DATE (MM/DD/YYYY) 09/01/2009 SALE DATE (MM/DD/YYYY) 09/01/2009 DELIVERY DATE (MM/DD /YYYY) 09/01 /2009 LEGAL AUTHORITY FOR ISSUANCE Chapter 163, Part III TYPE OF ISSUE Bank Loan /Line of Credit Is THIS A PRIVATE ACTIVITY BOND (PAB)? Did This Issue Receive a PAB Allocation? Amount of Allocation $0.00 SPECIFIC REVENUES(S) PLEDGED Primary Tax Increment Secondary Other r7 https: // bondissue .sbafla.com /print.aspx ?pr*Packet Page -942- 7/31/2009 Bond Finance - Local Bond Monitoring: Print Form PURPOSE(S) OF THE ISSUE Primary Refunding Secondary Redevelopment Other IIS THIS A REFUNDING ISSUE? 6/12/2012 Item4.�.` . ISSUE NAME DATE ORIGINAL PAR VALUE PAR VALUE REFUNDED Collier County Community Redevelopment Agency Taxable Master Note 7/26/2006$7,000,000.00 $5,901,000.00 (Wachovia Bank, National Association) REFUNDED DEBT HAS BEEN Retired DID THE REFUNDING ISSUE CONTAIN NEW MONEY? APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? 56 TYPE OF SALE Negotiated Private Placement... INSURANCEIENHANCEMENTS No Credit Enhancement RATING(S) Moody's NR S &P NR Fitch NR Other DEBT SERVICE SCHEDULE PROVIDED BY E -mail OPTIONAL REDEMPTION PROVISIONS PROVIDED BY E -mail PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER Underwriter Fifth Third Bank Address(I) 999 Vanderbilt Beach Road Address(2) MD B9997C city Naples State FL https:// bondissue .sbafla.com /print.aspx ?pr Packet Page -943- 7/31/2009 Bond Finance - Local Bond Monitoring: Print Form Zip 34108 6/12/2012 Item 14.E._'- CO- Underwriter None Address(1) Address(2) City State - Zip PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. Bond Counsel Nabors, Giblin & Nickerson Address(1) 2502 Rocky Point Drive Address(2) Suite 1060 city Tampa State FL Zip 33607 CO -Bond Counsel None Address(1) Address(2) City State - Zip Financial Advisor /Consultant Address(]) Address(2) city State Zip Public Financial Management, Inc. 2100 Ponce de Leon Blvd. Suite 1100 Coral Gables FL 33134 CO- Financial Advisor /Consultant None Address(1) Address(2) City State - Zip Other Professionals Address(1) Address(2) city State - Zip PAYING AGENT REGISTRAR BF2004 -A AND BF2004 -B NOTE: The following items are required to be completed in full for all bond issues except those sold pursuant to Section 154 Part III, Sections 159 Parts I1, III, or V; or Section 243 Part I, Florida Statutes. HAS ANY FEE, BONUS, OR GRATUITY BEEN PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH UNDERWRITER OR CONSULTANT? IF YES, PLEASE PROVIDE THE FOLLOWING INFORMATION WITH RESPECT https:// bondissue .sbafla.com /print.aspx ?pri Packet Page -944- 7/31/2009 Bond Finance - Local Bond Monitoring: Print Form 4 TO EACH SUCH UNDERWRITER OR CONSULTANT. 6/1212012 Item HAVE ANY OTHER FEES BEEN PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OF FINANCIAL CONSULTANTS? IF YES, PLEASE PROVIDE THE TOTAL FEES PAID TO APPLICABLE PARTICIPANTS. Total Bond Counsel Fees Paid $15,000.00 Total Financial Advisor Fees Paid $15,000.00 Other Fees Paid COMPANY NAME FEE PAID SERVICE PROVIDED OR FUNCTION SERVED Williams, Parker, Harrison, Kietz & Getzen $5,000.00 Bank Counsel FILING OF THIS FORM HAS BEEN AUTHORIZED BY THE OFFICIAL OF THE ISSUER IDENTIFIED BELOW Name David Jackson, Executive Director Title Governmental Officer primarily responsible for coordinating issuance of the bonds FEES CHARGED BY UNDERWRITER Management Fee (Per Thousand Par Value) 0 Private Placement Fee 0 UNDERWRITERS EXPECTED GROSS SPREAD (PER THOUSAND PAR VALUE) 0 FOR ADDITIONAL INFORMATION, THE DIVISION OF BOND FINANCE SHOULD CONTACT: Name Steven E. Miller Title Bond Counsel Phone 813 -2$1 -2222 Company Nabors, Giblin & Nickerson, PA Address(1) 2502 Rocky Point Drive Address(2) Suite 1060 City Tampa State FL Zip 33607 INFORMATION RELATING TO PARTY COMPLETING THIS FORM (IF DIFFERENT FROM ABOVE) Name Title Phone - - Company Address(1) Address(2) City State - Zip https:// bondissue .sbafla.com/print.aspx ?pri Packet Page -945- 7/31/2009 Bond Finance - Local Bond Monitoring: Print Form 6/' 2/2012 Item .. . In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines approach for Sling continuing disclosure information required by SEC Rule 15c2 -12, based on the following information: IF THE ISSUER IS REQUIRED TO PROVIDE CONTINUING DISCLOSURE INFORMATION IN ACCORDANCE WITH SEC RULE 15C2 -12, DO YOU WANT THE DIVISION OF BOND FINANCE TO REMIND YOU OF YOUR FILING DEADLINE? ON WHAT DATE IS THE CONTINUING DISCLOSURE INFORMATION REQUIRED TO BE FILED? (MM/DD) PROVIDE THE FOLLOWING INFORMATION REGARDING THE PERSONS) RESPONSIBLE FOR FILING CONTINUING DISCLOSURE INFORMATION REQUIREDBY SEC RULE 1502 -12 AND THE CONTINUING DISCLOSURE AGREEMENT (INCLUDING OTHER OBLIGATED PARTIES, IF APPROPRIATE). Name Title Phone - - Company Address(1) Address(2) City State - Zip Fax - - Email https:// bondissue .sbafla.com/print.aspx ?pr Packet Page -946- 7/31/2009 6/1212012 Item: 14....'; . BOND DEBT SERVICE Jul 27, 2009 10:59 am Prepared by Public Financial Management, Inc. (Finance 6.012 Collier County:CRA -53) Page 3 Packet Page -947- Bayshore Gateway Triangle Bank Loan - 5 -yr. Term / 15 -yr. Amortization Assumed Fixed Interest Rate of 6.78% Period Annual Ending Principal Coupon Interest Debt Service Debt Service 10/01/2009 75,000 6.780% 75,230.14 150,230.14 11/01/2009 75,000 6.780% 77,305.93 152,305.93 12/0112009 75,000 6.780% 74,394.25 149,394.25 01/01/2010 75,000 6.780% 76,442.18 151,442.18 02/01/2010 75,000 6.780% 76,010.30 151,010.30 03/01/2010 75,000 6.780% 68,264.38 143,264.38 04/01/2010 75,000 6.780% 75,146.55 150,146.55 05/01/2010 75,000 6.780% 72,304.52 147,304.52 06/01/2010 75,000 6.780% 74,282.79 149,282.79 07/0112010 75,000 6.780% 71,468.63 146,468.63 08/01/2010 75,000 6.780% 73,419.04 148,419.04 09/0112010 75,000 6.780% 72,987.16 147,987.16 1,787,255.87 10/01/2010 75,000 6.780% 70,214.79 145,214.79 11 /01/2010 75,000 6.780% 72,123.41 147,123.41 12101 /2010 75,000 6.780% 69,378.90 144,378.90 01/01/2011 75,000 6.780% 71,259.66 146,259.66 02/0112011 75,000 6.780% 70,827.78 145,827.78 03/01/2011 75,000 6.780% 63,583.40 138,583.40 04/01/2011 75,000 6.780% 69,964.03 144,964.03 05/01/2011 75,000 6.780% 67,289.18 142,289.18 06/01/2011 75,000 6.780% 69,100.27 144,100.27 07/0112011 75,000 6.780% 66,453.29 141,453.29 08/01/2011 75,000 6.780% 68,236.52 143,236.52 09/01/2011 75,000 6.780% 67,804.64 142,804.64 1,726,235.87 10/01/2011 75,000 6.780% 65,199.45 140,199.45 11/01/2011 75,000 6.780% 66,940.89 141,940.89 12101/2011 75,000 6.780% 64,363.56 139,363.56 01/01/2012 75,000 6.780% 66,077.14 141,077.14 02/01/2012 75,000 6.780% 65,645.26 140,645.26 03/01/2012, 75,000 6.780% 60,839.39 135,839.39 04/01/2012 75,000 6.780% 64,604.51 139,604.51 05/01/2012 75,000 6.780% 62,103.69 137,103.69 06/0112012 75,000 6.780% 63,743.11 138,743.11 07/01/2012 75,000 6.780% 61,270.08 136,270.08 08/01/2012 75,000 6.780% 62,881.72 137,881.72 09/01/2012 75,000 6.780% 62,451.02 137,451.02 1,666,119.82 10/01/2012 75,000 6.780% 60,019.67 135,019.67 11/01/2012 75,000 6.780% 61,589.63 136,589.63 12/01/2012 75,000 6.780% 59,186.07 134,186.07 01/0I/2013 75,000 6.780% 60,728.24 135,728.24 02/01/2013 75,000 6.780% 60,297.54 135,297.54 03/01/2013 75,000 6.780% 54,221.42 129,221.42 04/01/2013 75,000 6.780% 59,598.99 134,598.99 05/01/2013 75,000 6.780% 57,258.49 132,258.49 06/01/2013 75,000 6.780% 58,735.23 133,735.23 07/01/2013 75,000 6.780% 56,422.60 131,422.60 08/01/2013 75,000 6.780% 57,871.48 132,871.48 09/01/2013 75,000 6.780% 57,439.60 132,439.60 1,603,368.96 10/01/2013 75,000 6.780% 55,168.77 130,168.77 11/01/2013 75,000 6.780% 56,575.85 131,575.85 12/01/20I3 75,000 6.780% 54,332.88 129,332.88 01/01/2014 75,000 6.780% 55,712.10 130,7I2.10 02/01/2014 75,000 6.780% 55,280.22 130,280.22 Jul 27, 2009 10:59 am Prepared by Public Financial Management, Inc. (Finance 6.012 Collier County:CRA -53) Page 3 Packet Page -947- 6/1212012 Item i z -. E . . BOND DEBT SERVICE Bayshore Gateway Triangle Bank Loan - 5 -yr. Term / 15 -yr. Amortization Assumed Fixed Interest Rate of 6.780% Period Annual Ending Principal Coupon Interest Debt Service Debt Service 03/01/2014 75,000 6.780% 49,540.44 124,540.44 04/01/2014 75,000 6.780% 54,416.47 129,416.47 05/01/20I4 75,000 6.780% 52,243.15 127,243.15 06/01/2014 75,000 6.780% 53,552.71 128,552.71 07/0112014 75,000 6.780% 51,407.26 126,407.26 08/012014 75,000 6.780% 52,688.96 127,688.96 09/012014 9,075,000 6.780% 52,257.08 9,127,257.08 10,543,175.89 13,500,000 3,826,156.41 17,326,156.4I 17,326,156.41 Jul 27, 2009 10:59 am Prepared by Public Financial Management, Inc. (Finance 6.012 Collier County:CRA -53) Page 4 Packet Page -948- 6/1211-9012 Item Redemption Provisions The Agency may prepay the Note as a whole or in part, at any time or from time to time, by paying to the Bank all or part of the outstanding principal amount thereof, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, without prepayment premium. Each prepayment of the Note shall be made on such date and in such principal amount as shall be specified by the Agency in a written notice delivered to the Bank not less than ten (10) days prior thereto, all in accordance with the provisions of the Agreement. All of the prepayment provisions contained in Section 3.02 of the Agreement shall apply with respect to the Note. Packet Page -949- TAMPA abors Suite 1060 LLLJJJ Point Drive Gitlin Tamps, to Tampa, Florida 33607 (813' 281-2222 Tel (813) 261 -0129 Fax NickersonP.A. h_- 0RNEYS A- - �A Collier County Community Fifth Third Bank Redevelopment Agency Naples, Florida Naples, Florida Ladies and Gentlemen: 6/12/2012 Item 14.:x.`. FORT LAUDER1311 208 S.E. Sixth Street Fort Lauderdale, Florida 33301 (954) 525 -8000 Tel (954) 525.8331 Fax TALLAHASSEE Suite 200 1500 Mahan Drive Tallahassee, Florida 32308 (850) 224-4070 Tel (850) 2244073 Fax September 1, 2009 We have examined a record of proceedings relating to the issuance of $13,500,000 aggregate principal amount of Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2009 (the "Note ") pursuant to the Loan Agreement dated as of September 1, 2009, between the Collier County Community Redevelopment Agency (the "Agency ") and Fifth Third Bank (the "Agreement "). The Note is issued under and pursuant to the Laws of the State of Florida, including, particularly, Chapter 163, Part III, Florida Statutes, Chapter 125, Florida Statutes, and other applicable provisions of law, and under and pursuant to a CRA Resolution adopted by the Agency on July 28, 2009 (the "Resolution "). The Note is dated September 1, 2009. The Note shall bear interest from its date of issuance. The Note has a final maturity of September 1, 2014 and is subject to monthly interest and principal payments as provided in the Agreement. The Note shall bear interest at the Interest Rate, as defined in the Agreement. The Note is subject to prepayment prior to maturity in accordance with the terms of the Agreement. The Note is in the form of one fully registered Note in the denomination of $13,500,000. The Note is issued for the purpose of refinancing existing debt with Wachovia Bank and acquiring certain land within the Bayshore /Gateway Triangle Community Redevelopment Area, as approved by the Agency. As to questions of fact material to our opinion, we have relied upon the representations of the Agency contained in the Resolution and the Agreement, representations of Collier County, Florida made in their resolution adopted on July 28, 2009 (the "County Resolution ") approving the transactions described herein, and in the Packet Page -950- 6/12/2012 Item, 4.E .' . Collier County Community September 1, 2009 Redevelopment Agency Fifth Third Bank Page 2 certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. We have examined and have relied upon the representations and agreements contained in the Resolution, the Agreement, the County Resolution and such other agreements, certificates, documents and opinions, including certificates or representations of public officials and other officers and representations of public officials and other officers and representatives of the various parties participating in this transaction, as updated and reconfirmed from time to time, as we have deemed relevant and necessary in connection with the opinions expressed below. Furthermore, we have assumed compliance with the covenants and agreements contained in the Resolution, the Agreement and the County Resolution. We have not undertaken an independent audit, examination, investigation or inspection of the matters described or contained in such agreements, documents, certificates, representations and opinions, 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, we are of the opinion that: 1. The Agency is a duly created and validly existing community redevelopment agency under the laws of the State of Florida. 2. The Agency 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 Agency, the Agreement has been duly and lawfully executed and delivered by the Agency, each are in full force and effect in accordance with their respective terms and are valid and binding upon the Agency and enforceable in accordance with their respective terms, and no other authorization for the Resolution or the Agreement is required. The Resolution and the Agreement create the valid pledge which they purport to create of the Pledged Funds (as defined in the Agreement), subject to the provisions of the Resolution and the Agreement permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution. Packet Page -951- Collier County Community Redevelopment Agency Fifth Third Bank Page 3 y; 6/12/2012 Item September 1, 2009 I The Agency is duly authorized and entitled to issue the Note, and the Note has been duly and validly authorized and issued by the Agency in accordance with the Constitution and Laws of the State of Florida, the Resolution and the Agreement. The Note constitutes a valid and binding obligation of the Agency 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 the Agency is entitled to the benefits of the Resolution and the Agreement. The Note is payable from the Pledged Funds in the manner provided in the Resolution and the Agreement. 4. The Note and interest thereon are exempt from all present intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes. We have not been engaged or undertaken to review the accuracy, sufficiency or completeness of any offering or disclosure material relating to the Note and we express no opinion relating thereto. We have not been engaged or undertaken to review the compliance with any federal or state law with regard to the sale of the Note and we express no opinion relating thereto. The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that the enforceability of the Resolution, the Agreement and the 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. This opinion is given as of the date hereof and we assume no obligation to update, raise 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 Note and, in our opinion, the form of the Note is regular and proper. Respectfully submitted, Packet Page -952- Deputy CountyAttorney Scott R. Teach swdon Cue£ Heidi F. Ashton- Cicko' Jacqueline W. Hubbard' 'Board Certirted City, County and Local Qnentment Lair Collier County Community Redevelopment Agency Naples, Florida Ladies and Gentlemen: k Jeffrey A. Mi zkow County Attorney September 1, 2009 Fifth Third Bank Naples, Florida 6/1212612 Iter i "t 14.E .'i . Assistant auntyAttomeys Colleen M. Greene Jennifer B. White Steven T. Williams Jett B. Wright Robert N. Zachary I am the Assistant County Attorney for Collier County, Florida and in such capacity have acted as counsel to the Collier County Community Redevelopment Agency (the "Agency"), and am providing this opinion in connection with the Agency's execution and delivery of the Loan Agreement dated as of September 1, 2009 (the "Agreement "), between the Agency and Fifth Third Bank (the "Bank ") and the issuance thereunder of the $13,500,000 Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2009 (the "Note "). The Agreement is being entered and the Note is being issued to refinance existing debt with Wachovia Bank and acquire certain land within the Agency (the "Project"). The Agency approved the execution and delivery of the Agreement and the Note pursuant to a CRA Resolution adopted by the Agency on July 28, 2009 (the "Resolution "). I have reviewed the Florida Constitution, Chapter 163, Part III, Florida Statutes, Chapter 125, Florida Statues, other applicable laws of the State of Florida (collectively, the "Act "), and such other matters as I deem relevant to the opinions expressed herein, and based upon such review and pertinent representations made by appropriate officials of the Agency, I am of the opinion that: 1. The Note, issued on the date hereof in the authorized principal amount of $13,500,000, was duly executed and delivered by the Agency under the authority of and pursuant to the Act, the Resolution and the Agreement. A quorum was present at the meeting at which the Resolution was adopted and such meeting was open to the public. 2. The Agency has duly adopted the Resolution and duly authorized, executed and delivered the Agreement and assuming the due authorization, execution and delivery of 3301 Tamiami Trail E., Harmon Turner Bldg., 'KT--I-- °f 'I A I '' "`tone 239 252.8400 — Facsimile 239.252.6300 Packet Page -953 - 6112/2012 Item `f.E.': Collier County Community Redevelopment Agency Fifth Third Bank September 1, 2009 Page 2 the Agreement by the Bank, the Agreement constitutes a legal, valid and binding obligation of the Agency enforceable against the Agency in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights generally or by such principles of equity as the court having jurisdiction may impose with respect to certain remedies which require, or may require, enforcement by a court of equity). 3. The Agency has full power and authority to issue the Note, to pledge the Pledged Funds (as defined in the Agreement) to the repayment of the Note and to execute, deliver and perform its obligations under the Note, the Resolution and the Agreement. 4. The Note has been duly authorized, approved and issued by the Agency and is in full force and effect and the Note constitutes a valid and binding obligation of the Agency enforceable upon the Agency in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights generally or by such principles of equity as the court having jurisdiction may impose with respect to certain remedies which require, or may require, enforcement by a court of equity). 5. The execution and delivery of the Note and the Agreement and the adoption of the Resolution and compliance with the provisions therein does not and will not, in any material respect, conflict with or constitute a breach of or default under any agreement or other instrument known to me to which the Agency is a party, or any court order or consent decree known to me to which the Agency is subject, or any law or administrative regulation to which the Agency is subject. 6. The Resolution and the Agreement are in full force and effect and have not been amended, modified or rescinded since the respective dates of their adoption or execution. 7. The Agency has duly performed all obligations to be performed by it pursuant to or as required by the Resolution, the Agreement and the Act at or prior to the date hereof. 8. No authorization, approval, consent, or other order of the State of Florida or any other governmental authority or agency within the State of Florida which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Agency of its obligations under the Note, the Agreement AMW 2 Packet Page -954- 6/12;2012 !tern 14.3E." . Collier County Community Redevelopment Agency Fifth Third Bank September 1, 2009 Page 3 or the Resolution is required other than the adoption of the resolution of the County adopted by the Board of County Commissioners of Collier County, Florida on July 28, 2009. 9. To the best of my knowledge, after due inquiry, there is no action, suit, proceeding, or investigation at law or in equity before or by any court, public board or body, pending or threatened against or affecting the Agency, wherein an unfavorable decision, ruling, or finding would have a materially adverse affect upon the validity of the Note, the Agreement, the Resolution or the transaction contemplated therein. Respectfully submitted, OFFICE OF THE COUNTY ATTORNEY LA I A, G < <v Heidi Ashton -Cicko Section Chief, Land Use /Transportation 9 Packet Page -955- E- App 1Numl 6/12/2012 Item 4.r ` Fifth Third Bank Commercial Loan Application (page i of 2) Section I — Auplicnnt(s) Information: Name of Applicant: Name of Co- Applicant (if applicable): Collier County Community Redevelopment A ecn Address of Applicant (do not use PO Box): 3301 East Tamiami Trail, Building F Address of Co-Applicant: pp City Naples State FL Zip Code 34112 City State Zip Code Will funds be used at an address different than the applicant's address Name of additional Co- Applicant (if applicable): above? If so, list below. Address: Address of additional Co-Applicant: 4069 Ba shore Drive City Naples State FL Zip Code 34112 City State Zip Code beeuon I - Aaatponal Applicant information: Applicant's telephone #239 -643 -1 115 SS/FED ID# of Applicant:59- 6000558 Annual Salary/Sales of Applicant(s): S 3.188.000.00 Is Applicant a Not -for Profit Organization? ®Yes ONo Is Applicant a 5/3 Employee? OYes ®No Section 3 - Credit Request Information: Amount of Credit Request: $ 13.500.000.00 Describe Purpose of Loan: Refinance RLOC o/s and finance land acauisition (NOT SECURED BY LAND OR REAL PROPERTY) If the loan's purpose will primarily be to purchase or refinance the purchase of a dwelling occupied or to be occupied by the applicant as a principal residence, and secured by the dwelling, applicant(s) are requested to provide: Marital Status Applicant: NA Age of Applicant _ Marital Status Co-Applicant: NA Age ofCo-Applicant Section 4 — HMDA & Government Monitoring: IMPORTANT: Answer "no" to all 3 questions for open - end /revolving lines of credit as well as all Commercial renewals and renewal increases. Applicant(s) may answer "Yes" to more than one question. If applicant(s) answers "Yes" to any of the three questions below, they are to read the government monitoring disclosure below and are asked to provide their ethnicity, race and sex. If all three questions below are answered "no ", applicant is not to provide their ethnicity, race and sex. Question #1 - Is this loan for the purchase of a dwelling AND secured by the dwelling being purchased or by another dwelling? O Yes ® No • Dwelling can mean a 1.4 family residence, a more than 5 family residence, an apartment bldg., second home, condo, co-op, rental home or mobile home • If construction only or bridge loan, answer "No ". Question #2 — Will any of the loan proceeds be used for home improvement? O Yes ®No • If "Yes ", is the home improvement loan O secured by a dwelling or O not secured by a dwelling Question #3 — Is the loan's purpose a refinance AND are both the original obligation and current transaction secured by a dwelling? O Yes ® No • Answer "Yes" to question #3 for refinances where the original and new obligations are dwelling secured REGARDLESS of the original loan purpose. • if temporary financing such as a bridge or construction loan, answer "No ". If you answered "No" to ALL of the three Yes/No questions above, the government monitoring information is not to be completed Information for Government Monitoring Purposes The following information is requested by the Federal Government for certain types of loans related to a dwelling in order to monitor the lender's compliance with equal credit opportunity, fair housing, and home mortgage disclosure laws. You are not required to furnish this information, but are encouraged to do so. The law provides that a lender may discriminate neither on the basis of this information, nor on whether you choose to furnish iL If you furnish the information, please provide both ethnicity and race. For race, you may check more than one designation. If you do not furnish ethnicity, race, or sex, under Federal regulations, this lender is required to note the information on the basis of visual observation or surname. If you do not wish to furnish the information, please check the box below. (Lender must review the above material to assure that the disclosures satisfy all requirements to which the lender is subject under applicable state law for the particular type of loan applied for.) I do not wish to famish this information. Ethuici select one) Hispanic or Latino 0 Not Hispanic or Latino O Information not provided by Applicant in mail, intemet or telephone application O Not Applicable (use if Applicant is a Corp., Partnership, LLC, Trust) Race (select as many as applicable) O American Indian or Alaska Native 0 Asian O Black or African American O White O Native Hawaiian or Other Pacific Islander Information not provided by Applicant in mail, internet or telephone application ❑ Not Applicable (sue ifApplicant is a Corp., Partnership, LLC, Trust) Sex (select one) ❑ Male ❑ Female Ll Information not provided by Applicant in mail, internet or telephone application El I do not wish to furnish this information Ethnicity (select one) O Hispanic or Latino Not Hispanic or Latino O Information not provided by Co-Applicant in mail, internet or telephone application Ll Not Applicable. (use if Co-Applicant is a Co M., Partnersh' , LLC, Trust) Race (select as many as applicable) American Indian or Alaska Native O Asian Slack or African American O White O Native Hawaiian or Otter Pacific Islander Information not provided by Co-Applicant in mail, intemet or telephone appli cation O Not Applicable (use if Co-Applicant is a Co ., Partnership, LLC, Trust) Sex (select one) O Male O Female O Information not provided by Co- Applicant in mail, internet or telephone Rev. 5/16/2007 Packet Page -956- ❑ Pct A oiicabie t use if A piicant is a Co !E., Parmersni . LLC, 'trust) 0 Not Applicable (use if Co- Applicant i It., 6/12/2012" e F �, rn Fifth Third Bank Commercial Loan Application (page 2 of 2) Section 5 — Signatures: "I/We hereby authorize Fifth Third Bancorp and any of its affiliates (Bank) to obtain a consumer report or reports, and to obtain and exchange information from and with other credit grantors and consumer reporting agencies. I/We authorize Bank to retain all information and reports for Bank's files." "I/We certify that all statements made on this application are true and correct and that I/We have withheld nothing that would, if disclosed, unfavorably affect this application. The furnishing of false information for the purpose of influencing Bank's loan decision violates Federal criminal laws and may subject a violator to fine, imprisonment or both." If your loan will be secured by a one to four unit residential structure, you have the right to a copy of the appraisal report used in connection with your application for credit if one was obtained. If you want a copy, please write to us at the Bank's Principal Place of Business or at M/D 10905D, 38 Fountain Square Plaza, Cincinnati, Ohio 45263. We must hear from you no later than ninety days after we notify you of the action taken on your application or you withdraw your application. Please include your name, address, loan number (if applicable), and the full name of your loan officer. �I �G J� �>�Cut'f1 y� l7l t�Ec.'rCrr" Signature of Borrower Date Signed Title and/or Capacity (if applicable) Signature of Borrower Signature of Additional Co- Borrower Date Signed Title and/or Capacity (if applicable) Date Signed Title and/or Capacity (if applicable) ❑ Check if you are applying for joint credit or credit that you and another person will use. The signature lines below are to be used to acknowledge this. We intend to apply for joint credit. Applicant Co- Applicant Customer Identification Program — In accordance with the USA PATRIOT Act, Federal law requires all financial institutions to obtain, verify and record information that identifies each individual or entity opening an account. This includes all personal and commercial accounts including loan and deposit accounts, as well as trust, brokerage, insurance and investment management accounts. What This Means To Our Customers — When you open an account, a Fifth Third employee will ask for your name, address, date of birth (if applicable) and other information that will allow Fifth Third to identify you. You will also be asked to show your driver's license or other identifying documents. We are required to follow this procedure each time an account is opened, even if you are a current customer of Fifth Third. OHIO RESIDENTS ONLY: The Ohio laws against discrimination require that all creditors make credit equally available to all creditworthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law. WISCONSIN RESIDENTS ONLY: No provision of a marital property agreement, a unilateral statement under Wisconsin Statutes Section 766.59 or a court decree under Wisconsin Statutes Section 766.70 will adversely affect the interest of the creditor unless the creditor, prior to the time the credit is granted, is furnished a copy of the agreement, statement or decree or has actual knowledge of the adverse provision when the obligation to the creditor is incurred. NEW YORK RESIDENTS ONLY: A consumer report may be requested in connection with this application for credit or any future update, renewal or extension of such credit. Upon your request, you will be informed whether or not a consumer credit report was requested and, if it was, you will be informed of the name and address of the consumer reporting agency that furnished the report. Rev. 5/16/2007 Packet Page -957- Commercial Application Addendum for Bank Use Loan Type & Information: 6/1212012 Item 14.-P . " . Applicant Name: Collier County Community Redevelopment E -App Number: Agency Loan Request Amount: 13.500,000 Officer Name: Lori Buhs Officer Number: 06869 Sales/Revenue/Income of Borrower Relied On: $3.818,000 (Provide borrowers' gross sales relied on in underwriting. Use most recent full year sales figure. If rental income relied on, provide that; if sales of parent or subsidiary of borrower were relied on, provide that Do not include guarantor's sales. Leave blank if no sales relied on this should be ram). Type of Loan: ® New URenewal ❑ Renewal & Increase ($ Amt of Increase S _) If 5/3 renewal. enter the approval date of the previous loan being renewed (mm/dd/vv) Consumer /Business Purpose: Loan proceeds are for ❑ Personal, family or household use, or ®Business use If personal use credit: PM is to notify Commercial Compliance or the Regulatory Disclosure Specialist as soon as the application is taken so that they can review for any required disclosures. If business use credit: Is the loan purpose farm related? ❑ Yes ® No Check all options that apply (at least one choice is required): ❑ Loan is through alternative program (SBA, Mini -Loan, etc.) ® Loan has special financing (Local, State or Federal) ❑ Loan has credit enhancement (Tax Credits, Bond Financing, etc.) ❑ Loan will recreate or retain jobs ❑ Loan is to a farm ❑ Loan is to a start up business ❑ Not Applicable Community Development Loans (all questions must be answered): Are loan proceeds to be used for any of the following? (check all that apply) Affordable Housing? ❑Yes ® No Community Service? ® Yes []No Economic Development? ® Yes ❑ No Community Revitalization or Stabilization? ® Yes ❑ No Dates and Action Taken Date Application Taken: 06/23 1 Date Application Determined Complete: Date Applicant(s) applied for credit by providing Bank Date all information needed to make the credit decision is received. *information to evaluate request. leave blank if credit request is withdrawn or incomplete) Check Appropriate Action Taken: ❑ Approved and originated ❑ Approved but not accepted ❑ Denied ® Incomplete ❑Withdrawn If withdrawn, indicate date customer withdrew credit request: If incomplete, indicate date customer was asked to return reauested information (taken from inemmnleto- MnA - #-1- If action taken above is "incomplete ", indicate below what information is needed from the borrower(s) to make a credit decision? Subiect to a final Fifth Third credit approval Was information pertaining to credit worthiness obtained from outside source other than credit bureau and/or financial statements? ❑ Yes ® No If action taken above is "decline ", check MorODriate denial reasons (up to 3): ttr II'tal f�tl6ln M `�'i►sw oRn , � �, ..• a �����' ❑ Previous bankruptcy ❑ Cash flow is inadequate to service debt Insufficient working capital ❑ Lack of established Profit records ❑ Collateral offered is inadequate Slow or past due in trade or loan payments Historical financial results do not support financial projections ❑ Insufficient equity or excessive leverage for this request ❑ Historical financial results do not support extension of credit at this time ❑ Risk outside of Mlicy ❑ Credit application incomplete ❑ Credit references insufficient ❑ Employment temporary, irregular or too short ❑ Unable to verify employment ❑ Unable to verify income ❑ Income insufficient for amount requested ❑ Delinquent credit obligations Garnishment, attachment, collection, foreclosure, repossession or suit ❑ Previous bankruptcy Residence is temporary or too short duration ❑ Collateral offered is inadequate ❑ Insufficient ui Rev. 5/16/2007 Packet Page -958- 0,12/2012 item 14'.E.'. If denial reason does not conform to above choices, please notify your Commercial, Rev. 5/10007 Packet Page -959- �!A2/2012 Item. J, BGATEWRY l TRIANGLE ® ® p, GRA Board August 14, 2009 Commissioner .lames N. Coletta Commissioner grad W. Coyle Commissioner Donna Fiala Q- ,ainnan Wachovia Bank, National Association Commissionef 1950 W. Hillsboro Blvd., 2nd Floor FrankHatas Deerfield Beach, Florida 33442 Commissioner Attention: Scott Kreiger Tom Henning Advisory Board Re: Collier County Community Redevelopment Agency Taxable Master chaimran Note (Wachovia Bank, National Association) (the "Master Note ") Lindsey Thomas Vice -Chair Ladies and Gentlemen: Jill Barr} Karen easily Pursuant to the provisions of Section 3.02 of the Line of Credit Agreement Ron Fowte between the Collier County Community Redevelopment Agency (the "Agency ") and Wachovia Bank, National Association, dated as of July 26, 2006 (the "Agreement "), Chuck Gunther the Agency will prepay in full the Master Note issued pursuant to the Agreement on Gutierrez Gutierrez September 1, 2009 (the "Effective Date "). The principal amount outstanding under the Master Note is $5,901,000. Please provide me with the amount of interest that Steve !.'fain will be due and payable on the Master Note on the Effective Date. The full amount 'r+rE= Mears thereof will be prepaid on the Effective Date. Bruce Preble Sincerely: CRA Staff David L. Jackson / %/�? �Oddzll) Executive Director .lean Jourdan I Jean Jo dan, CRA Project Manager Project Manager By direction and on behalf of the CRA Executive Director, David Jackson Sue Trone Operations Analys± Shlrle,y Garcia Operations Coordinator 4069 Bayshare Drive o Naples, Florida 34112 P: (2- -39) 643-1115 o F: (239) 775 -4456 www.colliercra.com Packet Page -960- 6!"12/2012 Item wacnovxa is /i4 /"LUv s:czl PM PAUL ZIOUS r &� — ,— Wachovia Bank Attu: Workflow Coordnator M"On —lm VA 7586 PO Roarrm*e VA 24040 -7586 WACHOVT& August 14, 2009 Bayshore Gateway Cra 2408 Linwood Avenue Suite 7 Unit 11 Naples, FL 34112 Dear Bayshore Gateway Cra: Per your request, I am providing you with payoff information for the commercial loan your company has with Wachovia. The following information is effective as of 09/01/2009. Bank/Obligor # 01/3237572253, Obligation # 026, Per Diem 119.14775 Principal amount due $5,901,000.00 Interest amount due $7,027.26 Late fee n/a Estimated Prepayment. Fee Amt n/a Estimated SWAP Termination Fee n/a Total amount due $5,908,027.26 RE: n/a The loan accrues interest at the per diem rate, each day after the Effective Date until and including the date we receive the payoff Please note that the quoted payoff amounts are subject to change pending any unprocessed monetary transactions on the loan, change in the interest rate, default in payment, outstanding legal expenses. The amount shown as the Estimated Prepayment Fee is an estimate only and the actual Prepayment Fee will be determined on the date the loan is prepaid because such fee may change based on market conditions on the date the loan is prepaid. These payoff amounts may be updated by contacting us at the numbers provided below. Please note that if the amount due calculation shown above includes an Estimated SWAP Termination fee, our records indicate that you have entered into one or more derivative transactions with Wachovia. The Estimated Swap Termination fee shown above is an estimate of the actual termination fee that would be payable by you to unwind the derivative transactions. The actual fee is determined on the date the derivative transactions are unwound, and may be higher or lower depending on market conditions on such date. Please contact us at the number given below on the day the derivative transactions will be terminated, for the actual Swap Termination fee. L11,1tf 3685SMS 1004200 91rmTs 253 Packet Page -961- 6/'2/2012 Item p ! .E-E . wacnvvi& oe i %i cuvt1 s : cs rrr 1JAtsr_ 3i uvd1 ra:. ..._ If you are an auto -debit customer and Wachovia does not receive your payment by your scheduled auto -debit payment date, then the payoff amount in this letter could be affected The most recent payment posted to this account was on 07/02/2009 in amount of $19,63133. The funds must be received by us before 2:00 p.m. EST, and must be in the form of a bank check, certified funds or wire transfer. An attorney's trust check is also acceptable. Wachovia's address for payment is: Wachovia Attn: Payment Processing NC -6885 Linden Center 100 North Main Street Winston - Salem, NC 27101 Wire Transfer instructions: Wachovia Bank, NA. ABA: 053000219 GL Account number. 145916 RC: 0002008 For Credit to: Commercial Loan Payment Processing For Further Credit to: • Name on Loan • Bank Number • Obligor Number • Obligation Number • State Name • Breakdown of Payment (i.e., Principal & Interest amounts) • Effective Date (Date of Wire) Collateral securing the loan will not be released until all obligations secured by the collateral, including any derivative transactions, have been paid in full, unless Wachovia agrees otherwise in writing. 111Af 3O 666MS 1064200 01=37MM3 Packet Page -962- 6/12/2012 Item wachovia 8 /P4 /ZOOu., U:tS PM PAVE 4 /00a Fan .,� u. t. If you have questions regarding this information or require additional assistance, or an updated payoff amount, please contact us at the number below. We value your business and look forward to continuing to serve your financial needs. If you need further assistance, please contact us at 866- 892 -7569, Monday thmugh Friday from 7:00 am to 9:00 p.m. EST. Sincerely, c��iO ✓!� as Jackie N Faverio 866 - 892 -7569 Ext. 68130 Fax: 866 - 836 -0638 Contact regarding questions concerning Swap Termination Fee: Name: n/a Phone Number: 704 - 374 -3471 Cc: AYLSWORTH,LANCE LIIAf 368568266 1086200 ()1/3237672253 Packet Page -963- TAMPA a Suite 1060 2502 Rocky Point Dnve � Tampa, Florida 33607 ����li (813) 281 -2222 Tel (813)281 -0129 Fax NickersonP.A. VIA FEDERAL EXPRESS September 8, 2010 Derek Johnssen, General Accounting Manager Lee County Clerk's Office 2671 Airport Road South, 2nd Floor Naples, FL 34112 Timothy B. Cronin, Asst. Vice President Fifth Third Bank MD B9997C 999 Vanderbilt Beach Road Naples, Florida 34108 6/12/20 2 Item 14.E:. FORT LAUDERDALE 208 S.E. Sixth Street Fort Lauderdale, Florida 33301 (954) 525.8000 Tel (954) 525 8331 Fax TALLAHASSEE Suite 200 1500 Mahan Drive Tallahassee. Florida 32308 (850) 224 -4070 Tel (850) 2244073 Fax Re: $13,500,000 Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2009 - First Amendment to Loan Agreement Dear Mr. Johnssen and Mr. Cronin: Enclosed for each of you for your records is an original of the First Amendment to Loan Agreement which was executed as of September 1, 2010. Let us know if you need anything further in this regard. Enclosure Sincerely, Eileen Qan rancesco Florida Registered Paralegal Packet Page -964- 6/1212012 Item 14.;E.';. FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement is made and entered into as the 1" day of September, * 2010, between the COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY, a community redevelopment agency duly organized and validly existing under the laws of the State of Florida, and its successors and assigns (the "Agency ") and FIFTH THIRD BANK, a Michigan banking corporation authorized to do business in the State of Florida, and its successors and assigns (the "Bank "). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the hereinafter defined "Loan Agreement." WHEREAS, the Agency and the Bank entered into that certain Loan Agreement, dated as of September 1, 2009 (the "Loan Agreement "); and WHEREAS, in connection with the Agency's proposed prepayment of a portion of its debt obligation under the Loan Agreement, it is necessary to amend the Loan Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, including the covenants set forth in the Loan Agreement, the parties hereto agree as follows: SECTION 1. NO EVENT OF DEFAULT. The Agency hereby represents and warrants that no Event of Default has occurred and is continuing under the Loan Agreement as of the date hereof. SECTION 2. REPRESENTATIONS AND WARRANTIES. The Agency hereby confirms that the representations and warranties of the Agency set forth in Section 2.01 of the Loan Agreement are true and correct as of the date hereof. SECTION 3. AMENDMENT. The definition of "Reserve Requirement " set forth in Section 1.01 of the Loan Agreement is hereby amended in its entirety to read as follows: "Reserve Requirement" shall mean $1,461,000.00, or such lower amount as may be set forth in writing from time to time by the Bank to the Agency. SECTION 4. PROVISIONS OF LOAN AGREEMENT NOT OTHERWISE MODIFIED. Except as expressly amended pursuant to Section 3 hereof, all provisions of the Loan Agreement remain in full force and effect in accordance with the terms and provisions thereof. Packet Page -965- 6/i21201 21 en-, ._ IN WITNESS WHEREOF, the parties hereto have caused this First Amendment tc Loan, Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. ATTEST: COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By: •✓ c,� -e�, Donna iala, Chairman FIFTH THIRD BANK By: Timothy . Cronin, Assistant Vice President 2 Packet Page -966- 6/12/2012 Item..`. Derek M. Johnssen -rom: Cronin, Timothy <Timothy.Cronin @53.com> Sent: Tuesday, September 13, 20114:10 PM To: Derek M. Johnsen Cc: Mitchell, lames Subject: FW: CRA Loan Derek: Attached please find the two scenarios in which I would like you to consider. Each option has a seven (7) year term which would get us to 2018. Each option would be fixed via an interest rate swap. I have provided amortization schedules for you to review. Please advise if you have any questions. The scenarios are as follows: Borrower: Collier County Community Redevelopment Agency Amount. $10,536,000 Facility. Term Loan Ourpose: Refinance Existing Term Facility. Ternf, Nang �years ^f Amortization: Fifteen (15) years 'CT Rate: 1 Month Libor (Floating) Index Rate plus 3.75 %. For Illustrative purposes, the variable rate as of September 13, 2011 would be 3.98 %. Interest Rate _' : � e cre i , ac A y►« execution an interest rate swap with a counterparty deemed acceptable by Fifth Third Bank. Under the interest rate swap agreement, the Borrower would receive the proposed variable rate index and pay a fixed rate to the swap provider. The variable rate received by the Borrower would offset the proposed credit facility's variable rate index. The proposed effective all -in fixed rate of interest to be paid by the Borrower would be the fixed rate paid under the swap agreement plus the proposed credit spread over the variable rate index. Fifth Third Bank would be pleased to offer such an interest rate swap. As of September 13, 2011, the indicative market rate of interest for a 7 year swap would be 2.15 percent, plus the Packet Page -967- Example 1: 6/112/290121 iie r ` %. proposed credit spread of 375 basis points, for an indicative all -ir, fixed rate of interest of 5.90 percent. This rate is subject to changing market conditions until execution of a swap agreement 'O'4_ via a recorded phone line. 9/1/11 10/1/11 9/1/18 $10,536,000.00 3.76% 2.15% 1) Amortization (months) 180 Packet Page -968- 0 9/1/11 $10,536,000.00 1 10/1/11 $10,498,500.00 $37,500.00 $51,802.00 $89,302.00 5.90% 2 11/1/11 $10,461,000.00 $37,500.00 $53,338.21 $90,838.21 5.90% 3 12/1/11 $10,423,500.00 $37,500.00 $51,433.25 $88,933.25 5.90% 4 1/1/12 $10,386,000.00 $37,500.00 $52,957.17 $90,457.17 5.90% 5 2/1/12 $10,348,500.00 $37,500.00 $52,766.65 $90,266.65 5.90% 6 3/1/12 $10,311,000.00 $37,500.00 $49,184.12 $86,684.12 5.90% 7 4/1/12 $10,273,500.00 $37,500.00 $52,385.61 $89,885.61 5.90% 8 5/1/12 $10,236,000.00 $37,500.00 $50,511.38 $88,011.38 5.90% 9 6/1/12 $10,198,500.00 $37,500.00 $52,004.57 $89,504.57 5.90% 10 7/1/12 $10,161,000.00 $37,500.00 $50,142.63 $87,642.63 5.90% 11 8/1/12 $10,123,500.00 $37,500.00 $51,623.53 $89,123.53 5.90% 12 9/1/12 $10,086,000.00 $37,500.00 $51,433.00 $88,933.00 5.90% 13 10/1/12 $10,046,200.00 $39,800.00 $49,589.50 $89,389.50 5.90% 14 11/1/12 $10,006,400.00 $39,800.00 $51,040.28 $90,840.28 5.90% 15 12/1/12 $9,966,600.00 $39,800.00 $49,198.13 $88,998.13 5.90% 16 1/1/13 $9,926,800.00 $39,800.00 $50,635.87 $90,435.87 5.90% 17 2/1/13 $9,887,000.00 $39,800.00 $50,433.66 $90,233.66 5.90% 18 3/1/13 $9,847,200.00 $39,800.00 $45,370.34 $85,170.34 5.90% 19 4/1/13 $9,807,400.00 $39,800.00 $50,029.25 $89,829.25 5.90% 20 5/1/13 $9,767,600.00 $39,800.00 $48,219.72 $88,019.72 5.90% 21 6/1/13 $9,727,800.00 $39,800.00 $49,624.83 $89,424.83 5.90% 22 7/1/13 $9,688,000.00 $39,800.00 $47,828.35 $87,628.35 5.90% 23 8/1/13 $9,648,200.00 $39,800.00 $49,220.42 $89,020.42 5.90% 24 9/1/13 $9,608,400.00 $39,800.00 $49,018.22 $88,818.22 5.90% 25 10/1/13 $9,566,200.00 $42,200.00 $47,241.30 $89,441.30 5.90% 26 11/1/13 $9,524,000.00 $42,200.00 $48,601.61 $90,801.61 5.90% 27 12/1/13 $9,481,800.00 $42,200.00 $46,826.33 $89,026.33 5.90% 28 1/1/14 $9,439,600.00 $42,200.00 $48,172.81 $90,372.81 5.90% 29 2/1/14 $9 ,397,400.00 $42,200.00 $47,958.41 $90,158.41 5.90% 30 3/1114 $9,355,200.00 $42,200.00 $43,123.62 $85,323.62 5.90% 31 4/1/14 $9,313,000.00 $42,200.00 $47,529.61 $89,729.61 5.90% 32 5/1/14 $9,270,800.00 $42,200.00 $45,788.92 $87,988.92 5.90% 33 6/1/14 $9,228,600.00 $42,200.00 $47,100.81 $89,300.81 5.90% 34 7/1/14 $9,186,400.00 $42,200.00 $45,373.95 $87,573.95 5.90% 35 8/1/14 $9 ,144,200.00 $42,200.00 $46,672.02 $88,872.02 5.90% Packet Page -968- 6/12/2012 Item 14.x.` . 36 911/14 $9 ,102,000.00 $42,200.00 $46,457.62 $88,657.62 5.9001, 37 10/1/14 $9,057,200.00 $44,800.00 $44,751.50 $89,551.50 5.90% 38 11/1/14 $9,012,400.00 $44,800.00 $46,015.61 $90,815.61 5.90% 39 12/1/14 $8,967,600.00 $44,800.00 $44,310.97 $89,110.97 5.90% 40 1/1/15 $8,922,800.00 $44,800.00 $45,560.39 $90,360.39 5.90% 41 2/1/15 $8,878,000.00 $44,800.00 $45,332.78 $90,132.78 5.90% 42 3/1/15 $8,833,200.00 $44,800.00 $40,740.16 $85,540.16 5.90% 43 4/1/15 $8 ,788,400.00 $44,800.00 $44,877.56 $89,677.56 5.90% 44 5/1/15 $8,743,600.00 $44,800.00 $43,209.63 $88,009.63 5.90% 45 6/1/15 $8,698,800.00 $44,800.00 $44,422.35 $89,222.35 5.90% 46 7/1/15 $8,654,000.00 $44,800.00 $42,769.10 $87,569.10 5.90% 47 8/1/15 $8,609,200.00 $44,800.00 $43,967.13 $88,767.13 5.90% 48 9/1/15 $8,564,400.00 $44,800.00 $43,739.52 $88,539.52 5.90% 49 10/1/15 $8,516,900.00 $47,500.00 $42,108.30 $89,608.30 5.90% 50 11/1/15 $8 ,469,400.00 $47,500.00 $43,270.58 $90,770.58 5.90% 51 12/1/15 $8,421,900.00 $47,500.00 $41,641.22 $89,141.22 5.90% 52 1/1/16 $8,374,400.00 $47,500.00 $42,787.93 $90,287.93 5.90% 53 2/1/16 $8,326,900.00 $47,500.00 $42,546.60 $90,046.60 5.90% 54 3/1/16 $8,279,400.00 $47,500.00 $39,575.91 $87,075.91 5.90% 55 4/1/16 $8,231,900.00 $47,500.00 $42,063.95 $89,563.95 5.90% 56 5/1/16 $8,184,400.00 $47,500.00 $40,473.51 $87,973.51 5.90% 57 6/1/16 $8,136,900.00 $47,500.00 $41,581.30 $89,081.30 5.90% 58 7/1116 $8,089,400.00 $47,500.00 $40,006.43 $87,506.43 5.90% 59 8/1/16 $8,041,900.00 $47,500.00 $41,098.65 $88,598.65 5.90% 60 9/1/16 $7,994,400.00 $47,500.00 $40,857.32 $88,357.32 5.90% 61 10/1/16 $7,944,000.00 $50,400.00 $39,305.80 $89,705.80 5.90% 62 11/1/16 $7,893,600.00 $50,400.00 $40,359.93 $90,759.93 5.90% 63 12/1/16 $7,843,200.00 $50,400.00 $38,810.20 $89,210.20 5.90% 64 1/1/17 $7,792,800.00 $50,400.00 $39,847.81 $90,247.81 5.90% 65 2/1117 $7,742,400.00 $50,400.00 $39,591.75 $89,991.75 5.90% 66 3/1/17 $7,692,000.00 $50,400.00 $35,529.01 $85,929.01 5.90% 67 4/1/17 $7,641,600.00 $50,400.00 $39,079.63 $89,479.63 5.90% 68 5/1/17 $7,591,200.00 $50,400.00 $37,571.20 $87,971.20 5.90% 69 6/1/17 $7,540,800.00 $50,400.00 $38,567.51 $88,967.51 5.90% 70 7/1/17 $7,490,400.00 $50,400.00 $37,075.60 $87,475.60 5.90% 71 8/1/17 $7,440,000.00 $50,400.00 $38,055.39 $88,455.39 5.90% 72 9/1/17 $7,389,600.00 $50,400.00 $37,799.33 $88,199.33 5.90% 73 10/1/17 $7,336,200.00 $53,400.00 $36,332.20 $89,732.20 5.90% 74 11/1/17 $7,282,800.00 $53,400.00 $37,271.97 $90,671.97 5.90% 75 12/1/17 $7,229,400.00 $53,400.00 $35,807.10 $89,207.10 5.90% 76 1/1/18 $7,176,000.00 $53,400.00 $36,729.37 $90,129.37 5.90% 77 2/1/18 $7,122,600.00 $53,400.00 $36,458.07 $89,858.07 5.90% 78 3/1/18 $7,069,200.00 $53,400.00 $32,684.82 $86,084.82 5.90% 79 4/1/18 $7,015,800.00 $53,400.00 $35,915.46 $89,315.46 5.90% 80 5/1/18 $6,962,400.00 $53,400.00 $34,494.35 $87,894.35 5.90% 81 6/1/18 $6,909,000.00 $53,400.00 $35,372.86 $88,772.86 5.90% 82 7/1/18 $6,855,600.00 $53,400.00 $33,969.25 $87,369.25 5.90% 83 8/1/18 $6,802,200.00 $53,400.00 $34,830.26 $88,230.26 5.90% 84 9/1/18 $6,748,800.00 $53,400.00 $34,558.96 $87,958.96 5.90% Example: 2 Borrower. Collier County Community Redevelopment Agency Amount. $10,536,000 rvcility. Term Loan Packet Page -969- 6/12/2012 Items !�._.'.. Purpose: Refinance Existing Term Facility. Terns: Nine (7) years Amortization: Fifteen (20) years ?a, Rate: 1 Month Libor (Floating) Index Rate plus 3.75 %. For Illustrative purposes, the variable rate as of September 13, 2011 would be 3.98 %. Interest Rate S. _",*the execution of an interest rate swap with a counterparty deemed acceptable by Fifth Third Bank. Under the interest rate swap agreement, the Borrower would receive the proposed variable rate index and pay a fixed rate to the swap provider. The variable rate received by the Borrower would offset the proposed credit facility's variable rate index. The proposed effective all -in fixed rate of interest to be paid by the Borrower would be the fixed rate paid under the swap agreement plus the proposed credit spread over the variable rate index. Fifth Third Bank would be pleased to offer such an interest rate swap. As of September 13, 2011, the indicative market rate of interest for a 7 year swap would be 2.15 percent, plus the proposed credit spread of 375 basis points, for an indicative all -in fixed rate of interest of 5.90 percent. This rate is subject to changing market conditions until execution of a swap agreement via a recorded phone line. 9/1 /11 10/1/11 9/1/18 $10,536,000.00 3.75% 2.15% 1) Amortization (months) 240 0 9/1/11 $10,536,000.00 1 10/1/11 $10,512,300.00 $23,700.00 $51,802.00 $75,502.00 5.90% 2 11/1/11 $10,488,600.00 $23,700.00 $53,408.32 $77,108.32 5.90% 3 12/1/11 $10,464,900.00 $23,700.00 $51,568.95 $75,268.95 5.90% 4 1/1/12 $10,441,200.00 $23,700.00 $53,167.51 $76,867.51 5.90% 5 2/1/12 $10,417,500.00 $23,700.00 $53,047.10 $76,747.10 5.90% 6 3/1/12 $10,393,800.00 $23,700.00 $49,512.06 $73,212.06 5.90% 7 4/1/12 $10,370,100.00 $23,700.00 $52,806.28 $76,506.28 5.90% 8 5/1/12 $10,346,400.00 $23,700.00 $50,986.33 $74,686.33 5.90% 4 Packet Page -970- 6/1212012 Item 14.5.',. 9 611/12 $10,322,700.00 $23,700.00 $52,565.46 $76,265.46 5.90°% 10 7/1/12 $10,299,000.00 $23,700.00 $50,753.28 $74,453.28 5.90% 11 8/1/12 $10,275,300.00 $23,700.00 $52,324.64 $76,024.64 5.90% 12 9/1/12 $10,251,600.00 $23,700.00 $52,204.23 $75,904.23 5.90% 13 10/1/12 $10,226,500.00 $25,100.00 $50,403.70 $75,503.70 5.90% 14 11/1/12 $10,201,400.00 $25,100.00 $51,956.30 $77,056.30 5.90% 15 12/1/12 $10,176,300.00 $25,100.00 $50,156.88 $75,256.88 5.90% 16 1/1/13 $10,151,200.00 $25,100.00 $51,701.26 $76,801.26 5.90% 17 2/1/13 $10,126,100.00 $25,100.00 $51,573.74 $76,673.74 5.90% - -18 . 3/1/13 $10,101,000.00 $25,100.00 $46,467.55 $71,567.55 5.90% 19 4/1/13 $10,075,900.00 $25,100.00 $51,318.69 $76,418.69 5.90% 20 5/1/13 $10,050,800.00 $25,100.00 $49,539.84 $74,639.84 5.90% 21 6/1/13 $10,025,700.00 $25,100.00 $51,063.65 $76,163.65 5.90% 22 7/1/13 $10,000,600.00 $25,100.00 $49,293.03 $74,393.03 5.90% 23 8/1/13 $9,975,500.00 $25,100.00 $50,808.60 $75,908.60 5.90% 24 9/1/13 $9,950,400.00 $25,100.00 $50,681.08 $75,781.08 5.90% 25 10/1/13 $9,923,700.00 $26,700.00 $48,922.80 $75,622.80 5.90% 26 1111/13 $9,897,000.00 $26,700.00 $50,417.91 $77,117.91 5.90% 27 12/1/13 $9,870,300.00 $26,700.00 $48,660.25 $75,360.25 5.90% 28 1/1/14 $9,843,600.00 $26,700.00 $50,146.61 $76,846.61 5.90% 29 2/1/14 $9,816,900.00 $26,700.00 $50,010.96 $76,710.96 5.90% 30 3/1/14 $9,790,200.00 $26,700.00 $45,048.66 $71,748.66 5.90°% 31 4/1/14 $9,763,500.00 $26,700.00 $49,739.66 $76,439.66 - 5.90°% 32 5/1/14 $9;736;800.00 ` $26,700.00 $48,003.88 $74,703.88 5.90°% .33 6/1/14 $9,7 0,100.00 $26,700.00 $49,468.35 $76,168.35 5.90°% 34 7/1/14 $9,683,400.00 $26,700.00 $47,741.33 $74,441.33 5.90°% 35 8/1/14 $9,656,700.00 $26,700.00 $49,197.05 $75,897.05 5.90% 36 9/1/14 $9,630,000.00 $26,700.00 $49,061.40 $75,761.40 5.90°% 37 10/1/14 $9,601,700.00 $28,300.00 $47,347.50 $75,647.50 5.90°% 38 11/1/14 $9,573,400.00. $28,300.00 $48,781.97 $77,081.97 5.90°% 39 12/1/14 $9,545,100.00 $28,300.00 $47,069.22 $75,369.22 5.90°% 40 1/1/15 $9,516,800.00 $28,300.00 $48,494.41 $76,794.41 5.90°% 41 2/1/15 $9,488,500.00 $28,300.00 $48,350.63 $76,650.63 5.90°% 42 3/1/15 $9,460,200.00 $28,300.00 $43,541.67 $71,841.67 5.90°% 43 4/1/15 $9,431,900.00 $28,300.00 $48,063.07 $76,363.07 5.90°% 44 5/1/15 $9,403,600.00 $28,300.00 $46,373.51 $74,673.51 5.90°% 45 6/1/15 $9,375,300.00 $28,300.00 $47,775.51 $76,075.51 5.90°% 46 7/1/15 $9,347,000.00 $28,300.00 $46,095.23 $74,395.23 5.90°% 47 8/1/15 $9,318,700.00 $28,300.00 $47,487.95 $75,787.95 5.90°% 48 9/1/15 $9,290,400.00 $28,300.00 $47,344.17 $75,644.17 5.90°% 49 10/1/15 $9,260,400.00 $30,000.00 $45,677.80 $75,677.80 5.90% 50 11/1/15 $9,230,400.00 $30,000.00 $47,047.98 $77,047.98 5.90°% 51 12/1/15 $9,200,400.00 $30,000.00 $45,382.80 $75,382.80 5.90% 52 1/1/16 $9,170,400.00 $30,000.00 $46,743.14 $76,743.14 5.90°% 53 2/1/16 $9,140,400.00 $30,000.00 $46,590.73 $76,590.73 5.90% 54 3/1/16 $9,110,400.00 $30,000.00 $43,442.29 $73,442.29 5.90°% 55 4/1/16 $9,080,400.00 $30,000.00 $46,285.89 $76,285.89 5.90% 56 5/1/16 $9,050,400.00 $30,000.00 $44,645.30 $74,645.30 5.90°% 57 611/16 $9,020,400.00 $30,000.00 $45,981.06 $75,981.06 5.90°% 58 7/1116 $8,990,400.00 $30,000.00 $44,350.30 $74,350.30 5.90°% 59 8/1/16 $8,960,400.00 $30,000.00 $45,676.23 $75,676.23 5.90°% 60 9/1/16 $8,930,400.00 $30,000.00 $45,523.81 $75,523.81 5.90°% 61 10/1/16 $8,898,600.00 $31,800.00 $43,907.60 $75,707.80 5.90% 62 11/1/16 $8,866,800.00 $31,800.00 $45,209.83 $77,009.83 5.90°% 63 12/1/16 $8,835,000.00 $31,800.00 $43,595.10 $75,395.10 5.90°% 64 1/1/17 $8,803,200.00 $31,800.00 $44,886.71 $76,686.71 5.90% 65 2/1/17 $8,771,400.00 $31,800.00 $44,725.15 $76,525.15 5.90°% 66 3/1/17 $8,739,600.00 $31,800.00 $40,250.98 $72,050.98 5.90°% 67 4/1/17 $8,707,800.00 $31,800.00 $44,402.02 $76,202.02 5.90°% 68 5/1/17 $8,676,000.00 $31,800.00 $42,813.35 $74,613.35 5.90°% 69 611/17 $8,644,200.00 $31,800.00 $44,078.90 $75,878.90 5.90°% Packet Page -971- 6/12/2012 Item f4. =.`:. 70 7/1/17 $8,612,400.00 $31,800.00 $42,500.65 $74,300.65 5.90% 71 8/1/17 $8,580,600.00 $31,800.00 $43,755.78 $75,555.78 5.90% 72 911/17 $8,548,800.00 $31,800.00 $43,594.22 $75,394.22 5.90% 73 10/1117 $8,515,000.00 $33,800.00 $42,031.60 $75,831.60 5.90% 74 11/1/17 $8,481,200.00 $33,800.00 $43,260.93 $77,060.93 5.90% 75 12/1/17 $8,447,400.00 $33,800.00 $41,699.23 $75,499.23 5.90% 76 1/1/18 $8,413,600.00 $33,800.00 $42,917.49 $76,717.49 5.90% 77 2/1/18 $8,379,800.00 $33,800.00 $42,745.76 $76,545.76 5.90% 78 3/1/18 $8,346,000.00 $33,800.00 $38,453.97 $72,253.97 5.90% 79 4/1/18 $8,312,200.00 $33,800.00 $42,402.32 $76,202.32 5.90% 80 5/1/18 $8,278,400.00 $33,800.00 $40,868.32 $74,668.32 5.90% 81 6/1/18 $8,244,600.00 $33,800.00 $42,058.87 $75,858.87 5.90% 82 7/1/18 $8,210,800.00 $33,800.00 $40,535.95 $74,335.95 5.90% 83 8/1/18 $8,177,000.00 $33,800.00 $41,715.43 $75,515.43 5.90% 84 9/1/18 $8,143,200.00 $33,800.00 $41,543.70 $75,343.70 5.90% Please advise if you have any questions or need additional information. Respectfully, Tim Cronin Vice President Fifth Third Bank 999 Vanderbilt Beach Road, 7th Floor M D9997C Naples, FL 34108 p. (239) 449 -7091 f. (239) 449 -7102 FIFTH THIRD BANK You now have an additional option for customer service. In addiiion to contacting your client specialist you can also contact our Commercial Support Center at 1- 866 -475- 0729. Their hours are 7AM to 10PM Monday - Friday. "Committed to Service Excellence* This e-mail transmission contains information that is confidential and may be privileged. It is intended only for the addressee named above. If you receive this e-mail in error, please do not read, copy or disseminate it in any manner. If you are not the intended recipient, any disclosure, copying, distribution or use of the contents of this information is prohibited. Please reply to the message immediately by informing the sender that the message was misdirected. After replying, please erase it from your computer system. Your assistance in correcting this error is appreciated. This a -mail transmission contains information that is confidential and may 6 Packet Page -972- 4 6112/2012 Item 14.x.`. be pri vileged. It is intended only for the addressee(s) named above. If you receive this e -mail in error, please do not read, copy or disseminate it in any manner. If you are not the intended recipient, any disclosure, -opying, distribution or use of the contents of this information is _,rohibited. Please reply to the message immediately by informing the sender that the message was misdirected. After replying, please erase it from your computer system. Your assistance in correcting this error is appreciated. 7 Packet Page -973- 6112/2012 Iterr; 14. 17er 1� CC"4nt;y Administrative Service i vision urchasing INVITATION TO BID Date: April 6, 2012 From: Brenda Brilhart (239) 252 -8446 (Telephone) (239) 252 -6697 (FAX) brendabrilhart@colliergov.net (Email) To: Prospective Vendors Subject: Solicitation: 12 -5877 CRA Bank Loan As requested by the Bayshore /Gateway Triangle Community Redevelopment Agency (CRA), the Collier County Board of County Commissioners Purchasing Department has issued this ITB for the purpose of obtaining fair and competitive responses. Please refer to the Public Notice included in this document for the opening date and time and any applicable pre -ITB conference. All questions regarding this ITB must be submitted online on the Collier County Purchasing Department E- Procurement website: www.colliergov.net /bid. All responses to questions will be posted on the website with electronic notification to all prospective vendors. We look forward to your participation in Collier County's competitive procurement process. cc: Mark Isackson, Office of Management and Budget David Jackson, Bayshore Community Redevelopment Agency Note: All ITB responses submitted must include one (1) original labeled MASTER, along with four (4) exact duplicate electronic copies (CD /DVD), including all required forms. Rj_:yi?e�°^� �;':�' 7am�nt ira! ca..� � hakes ^ " €�r:d� 34itc.i�}U? • ;,ro cM7.�.�... ra��,::ceas�r:.y 12 -5877 CRA Bank Loan ITB Template-03012012 Packet Page -974- 6/12/2012 Item�.r�.. Invitation to Bid Index PublicNotice .................................................................................... ............................... 3 Exhibit I: Scope of Work, Specifications and Response Format ...... ..............................4 Exhibit II: General Bid Instructions .................................................. ............................... 8 Exhibit III: Additional ITB Terms and Conditions ............................. .............................12 Attachment 1: Vendor Submittal - Vendor's Non - Response Statement .......................13 Attachment 2: Vendor's Check List ................................................. .............................14 Attachment 3: Vendor Submittal - Bid Response Form ................. ............................... 15 Attachment 4: Vendor Submittal — Conflict of Interest Affidavit ........ .............................17 Attachment 5: Vendor Submittal — Local Vendor Preference Affidavit ..........................18 Attachment 6: Vendor Submittal — Immigration Affidavit .................. .............................19 Attachment 7: Vendor Substitute W — 9 ......................................... ............................... 20 The following documents are included as a part of this solicitation and may be downloaded at the County's Online Bidding System at: http: / /bid.colliergov.net /bid /: • Attachment 1: Financial Information • Attachment 2: CRA Land Holdings • Attachment 3: Bayshore CRA Financial Model 12 -5877 CRA Bank Loan ITB Template_03012012 Packet Page -975- 61112/2012 Item `4:E.':. Public Notice Sealed bid responses for Solicitation 12 -5877 CRA Bank Loan, will be received only at the Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112 until 2:30 p.m. Collier County local time on Friday May 4, 2012. Solicitation responses received after the stated time and date will not be accepted. A Trail E. Naples, FL 34112. For those representatives who cannot attend in person, a conference call in number will be provided upon request. Solicitation 12 -5877 CRA Bank Loan All questions regarding this ITB must be submitted online on the Collier County Purchasing Department E- Procurement website: www.colliergov.net /bid. All responses to questions will be posted on the website with electronic notification to all prospective vendors. All solicitation responses must be made on the official ITB response form included and only available for download from the Collier County Purchasing Department E- Procurement website noted herein. ITB Documents obtained from sources other than Collier County Purchasing may not be accurate or current. Collier County encourages vendors to utilize recycled paper on all manual bid response submittals. Collier County does not discriminate based on age, race, color, sex, religion, national origin, disability or marital status. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: /s/ Joanne Markiewicz Joanne Markiewicz Interim Purchasing /General Services Director Publicly posted on the Collier County Purchasing Department website: www.colliergov.net/purchasinq and in the lobby of the Purchasing Building on April 6, 2012. 12 -5877 CRA Bank Loan ITB Template_03012012 Packet Page -976- 6/12/2012 ltern E4.E.' . Exhibit 1: Scope of Work, Specifications and Response Format As requested by the Bayshore /Gateway Triangle Community Redevelopment Agency (hereinafter, the "CRA "), the Collier County Board of County Commissioners Purchasing Department (hereinafter, "County ") has issued this Invitation to Bid (hereinafter, "ITB ") with the intent of obtaining bids from interested and qualified financial institutions in accordance with the terms, conditions and specifications stated or attached. The Financial Institution or Vendor (terms are used interchangeably throughout the document), at a minimum, must achieve the requirements of the Scope of Work and Specifications stated herein. Brief Description of Purchase The County is seeking offers from interested and qualified financial institutions offering to provide a taxable term loan in accordance with the specifications and scope of work stated below. If awarded, a commitment to provide the loan will be effective on the date the commitment or loan is approved by the Board of County Commissioners acting as the Bayshore Gateway Triangle Community Redevelopment Agency (herein after, the BCC) and the CRA, signed by all required parties and filed in the Office of Minutes and Records. The anticipated loan term will be for a period of not less than ten (10) nor more than fifteen (15) years. Background The CRA was created in 2000 by ordinance 2000 -82 and extends for 30 years. Progress toward the goal of neighborhood and business district revitalization, infrastructure improvement and blight reversal has been positive over the past decade and efforts continue despite experiencing one of the worst economic recessions of our generation. While the major goal of catalyst re- development has been slowed, it remains a high priority and re- structuring the CRA's debt to better match its eighteen (18) year remaining life is critical to achieving this mission. Despite a $382M drop in taxable value (42% of value) since tax year 2007 (FY 2008), signs of economic improvement exist and there are indications that property values have stabilized. Several financial spreadsheets are attached to this ITB and these spreadsheets depict the CRA's financial position historically and prospectively. The objective of this ITB is to identify the financial institution that can provide the CRA with a taxable Term Loan (the "loan ") up to $10.0 million at the lowest overall financing cost, pursuant to certain conditions. The proceeds of the loan will be used solely to refinance the outstanding portion of the Collier County Community Redevelopment Agency Taxable Note (Fifth Third Bank), Series 2009 and pay any associated costs of issuance. The Series 2009 note is the only long term debt the CRA has outstanding. The new loan will be structured with monthly principal and interest payments and will be secured by CRA tax increment revenues, other CRA operating revenues and proceeds from land sales within the CRA. There is no pledge of County (Non CRA) revenues related to this Term Loan. Any financing options to the contrary will be reviewed for consideration in the best interest of the County and the CRA. 12 -5877 CRA Bank Loan ITB Template_03012012 Packet Page -977- 6/12/2012 Item l z- ' Detailed Scope of Work The objective of this ITB is to identify a financial institution that can provide the CRA with a taxable Term Loan (the "loan ") up to $10.0 million at the lowest overall financing cost, pursuant to certain conditions. The loan will be secured by tax increment revenues and other operating revenues received by the CRA, as well as the proceeds of land sales within the CRA Redevelopment Area. The Series 2009 Note was used to continue the redevelopment of blighted and underused commercial and residential properties within the CRA boundary. When the CRA purchases land and /or buildings for redevelopment, the CRA can offer certain economic incentives to investors and developers to get development projects designed and built. The properties acquired will be sold to the private sector once the projects have been identified and approved. Redeveloped sites will have a higher property tax base thus increasing the Tax Increment Financing (TIF) revenues to the CRA. TIF, other operating revenues and unrestricted fund balance are funding sources used to pay the Term Loan debt service until the proceeds from the sale of properties are available to pay down the principal. Firms submitting quotes must: 1. Negotiate, in good faith, with the County all loan terms; .the resultant loan agreement must be presented to the governing Boards for approval on or before June 12, 2012, and close the loan by June 29, 2012. 2. Provide a term loan (fully amortizing or otherwise) up to $10.0 million dollars, with a final maturity of not less than ten (10) nor more than fifteen (15) years at the lowest overall borrowing cost, pursuant to certain conditions. 3. Structure the taxable term loan with monthly principal and interest payments. 4. Submit quotes as requested by the County. Any other financing options that may be proposed will also be reviewed for consideration in the best interest of the County and the CRA. 5. Repayment Provision: Interest payments will be calculated on the 30/360 day -count basis and commence June 29, 2012. 6. Provide prepayment provisions: The CRA requires flexible prepayment terms that will allow for aggressive management of debt level. CRA Tax Increment Financing (TIF) Financial Attachments: Attached as part of this ITB are Attachments 1, 2 and 3 for review by each financial institution are; • Listing of properties owned • CRA Tax Increment Financing (TIF) Revenue Projections • CRA Historical Revenues • Balance Sheet Information • CRA Current Debt Information • CRA Budget Information FY 12 and Projected FY 13 12 -5877 CRA Bank Loan ITB Template-03012012 Packet Page -978- 6/12/2012 Item Award Criteria ITB award criteria are as follows: • All questions on the Bid document shall be answered as to the cost of financing, time requirements, and required document submissions. • Award shall be based upon the responses to all questions on the Bid Response Page(s). • Further consideration may include but not be limited to, references, completeness of bid response and past performances on other County bids /financing. • Proposed financing options will be read in public exactly as input on the electronic bid response form or written on the manually submitted Bid Response Page(s) at the time of the bid opening. • The County's Purchasing Department reserves the right to clarify a vendor's proposal prior to the award of the solicitation. • It is the intent of Collier County to award to the lowest, qualified and responsive vendor. • The award of the Bid does not obligate the CRA to close on the loan. • The County shall determine the lowest and most responsive bidder based on the following information that must be provided by each financial institution: 1. Interest Rate A taxable fixed interest rate for each loan option proposed that will be locked and set up until the date of closing or other financing model with clearly defined interest rate and total cost of financing parameters. The County requires that the loan maintain maximum prepayment flexibility (with no restrictions). 2. Fees and Expenses Provide a single TOTAL cost for all Fees and Expenses and describe in detail all fees and expenses which the CRA will be responsible to pay. The amounts stated in the proposal shall represent the maximum amounts payable to the financial institution by the CRA. All fees and expenses in excess of those stated in the proposal shall be the sole responsibility of the financial institution and will not be paid or reimbursed by the CRA. Term of Contract The loan term, if an award(s) is /are made is intended to be for the current needs only. The County's bond counsel will prepare the loan documents and issue the standard opinion. Interest rates and all fees shall remain firm for the term of this loan. Surcharges will not be accepted in conjunction with this loan, and such charges should be incorporated into the pricing structure. 12 -5877 CRA Bank Loan ITB Template_03012012 Packet Page -979- 6/121,2012 Item 14.'_` `. Projected Timetable Event Date Issue Solicitation Notice Aril 6, 2012 Non - mandatory pre - solicitation conference, Purchasing Conference Room A; 3327 Tamiami Trail E, Naples, Fl 34112 April 20, 2012, 9AM Last Date for Receipt of Written Questions April 25, 2012, 12 Noon, Naples Local Time Addendum Issued Resulting from Written Questions Aril 26, 2012 Solicitation Deadline Date and Time May 4, 2012, 2:30PM, Naples Local Time Anticipated Evaluation of Submittals May 2010 Vendor Presentations if Required May 2010 Anticipated Completion of Contract Negotiations May 2010 Anticipated Board of County Commissioner's Contract Approval Date June 12, 2012 Vendor Required Documents Vendors must complete and return one (1) paper copy labeled MASTER, and four (4) additional exact duplicate copes (paper or in electronic format on CD / DVD) with the following information to be considered responsive: • Provide interest and TOTAL of fees and expenses on Attachment 3. • Attachment 2: Vendor's Check List • Attachment 3: Bid Response Form • Attachment 4: Conflict of Interest • Attachment 5: Local Vendor Preference • Attachment 6: Immigration Affidavit Certification and the Company's E- Verify profile page or memorandum of understanding • Attachment 7: Vendor Substitute W -9 • Financial Institution's Loan Application / Requirements 12 -5877 CRA Bank Loan 7 ITB Template_03012012 Packet Page -980- Exhibit II: General Bid Instructions 1. Purpose /Objective 6/12/2012 Iterr As requested by the Collier County departments or divisions identified in Exhibit 1, the Collier County Board of County Commissioners Purchasing Department (hereinafter, the County) has issued this Invitation to Bid (hereinafter, the "ITB ", or "Bid ") with the sole purpose and intent of obtaining bid responses from interested and qualified firms in accordance with the terms, conditions, and specifications stated and /or attached herein /hereto. The successful vendor will hereinafter be referred to as the "Vendor" All bids must be submitted on the Bid form furnished by the County noted in Attachments of this ITB. No bid will be considered unless the Bid form is properly signed. Vendor is responsible to read and follow the instructions very carefully, as any misinterpretation or failure to comply with these instructions could lead to the bid submitted as being rejected as non- responsive. 2. Rate / Fees and Expenses Vendors must provide rates and fees and expenses as identified in the Award Criteria above. The financial institution may propose an alternate rate and fee /expense structure in addition to the structure identified in the Award Criteria above for consideration by the County. 3. Exceptions Vendors taking exception to any part or section of these specifications shall indicate such exceptions on a separate sheet entitled "EXCEPTIONS TO SPECIFICATIONS." Failure to indicate any exceptions to the specifications shall be interpreted as the Vendors intent to fully comply with the specifications as written. The County, at its sole discretion, shall determine if the exceptions are material in nature, and if the Vendor's exceptions may be declared grounds for rejection of bid proposal. 4. Addenda The County reserves the right to formally amend and /or clarify the requirements of the bid specifications where it deems necessary. Any such addendum /clarification shall be in writing and shall be distributed electronically to all parties who received the original bid specifications rip or to the deadline for submission of Bids. All changes to this ITB will be conveyed electronically through a notice of addendum or questions and answers to all vendors registered under the applicable commodity code(s) at the time when the original ITB was released, as well as those vendors who downloaded the ITB document. Additionally, all addendums are posted on the Collier County Purchasing Department E- Procurement website: www.colliergov.net /bid. Before submitting a bid response, please make sure that you have read all, understood clearly and complied completely with any changes stated in the addenda as failure to do so may result in the rejection of your submittal. 5. Bid Submission All paper bids shall be submitted to the County Purchasing Director, Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112, by the date and time as stated in the Legal Notice. The County assumes no responsibility for bid responses received after the 12 -5877 CRA Bank Loan ITB Template_03012012 Packet Page -981- 6/12/20'12 Itel -` 14.E: ' . due date and time, or at any office or location other than that specified herein, whether due to mail. delays, courier mistakes, mishandling, inclement weather or any other reason. Late bid responses shall be returned unopened, and shall not be considered for award. Vendors must submit one (1) paper copy clearly labeled "Master," and four (4) compact disks (CDIDVD) with one copy of the proposal on each CD /DVD in Word. Excel or PDF. List the Solicitation Number and Title on the outside of the box or envelope. All bids sent by courier service must have the bid number and title on the outside of the courier packet. Vendors who wish to receive copies of bids after the bid opening may view and download same from the Collier County Purchasing Department Internet bid site. 6. Questions If the vendor should be of the opinion that the meaning of any part of the Bid Document is doubtful, obscure or contains errors or omissions it should report such opinion to the Procurement Strategist before the bid opening date. Direct questions related to this ITB only to the Collier County Purchasing Department Internet website: www,collier-gov.net/bid. Questions will not be answered after the date noted on the ITB. Vendors must clearly understand that the only official answer or position of the County will be the one stated on the Collier County Purchasing Department E- Procurement website. For general questions, please call the referenced Procurement Strategist identified in the Public Notice. 7. Protests Any actual or prospective respondent to an Invitation to Bid, who has a serious and legitimate issue with the ITB shall file a written protest with the Purchasing Director rip or to the opening of the bid or the due date for acceptance of bid. All such protests must be filed with the Purchasing Director no later than 11:00 a.m. Collier County time on the advertised date for the opening of the bid or the acceptance date for the Request for Proposals. 8. Rejection and Waiver The County reserves the right to reject any and all bids, to waive defects in the form of bid, also to select the bid that best meets the requirements of the County. Vendors whose bids, past performance or current status do not reflect the capability, integrity or reliability to fully and in good faith perform the requirements denoted may be rejected as non- responsive. Bids that do not meet all necessary requirements of this solicitation or fail to provide all required information, documents or materials may be rejected as non - responsive. 9. Immigration Affidavit Certification Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. The Employment Eligibility Verification System (E- Verify) operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet -based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including professional services and construction services. Exceptions to the program: 12 -5877 CRA Bank Loan ITB Template-03012012 Packet Page -982- 6/12/2012 Item 14.E. E . • Commodity based procurement where no services are provided. • Where the requirement for the affidavit is waived by the Board of County Commissioners Vendors / Bidders are required to enroll in the E- Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the vendor's /bidder's proposal. Acceptable evidence consists of a copy of the properly completed E- Verify Company Profile page or a copy of the fully executed E- Verify Memorandum of Understanding for the company. Vendors are also required to provide the Collier County Purchasing Department an executed affidavit certifying they shall comply with the E- Verify Program. The affidavit is attached to the solicitation documents. If the Bidder/Vendor does not comply with providing both the acceptable E- Verify evidence and the executed affidavit the bidder's / vendor's proposal may be deemed non - responsive. Additionally, vendors shall require all subcontracted vendors to use the E- Verify system for all purchases not covered under the "Exceptions to the program" clause above. For additional information regarding the Employment Eligibility Verification System (E- Verify) program visit the following website: http: / /www.dhs.gov /E- Verify. It shall be the vendor's responsibility to familiarize themselves with all rules and regulations governing this program. Vendor acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended and with the provisions contained within this affidavit. Failure by the awarded firm(s) to comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. 10. Lobbying All firms are hereby placed on NOTICE that the County Commission does not wish to be lobbied either individually or collectively about a project for which a firm has submitted a bid. Firms and their agents are not to contact members of the County Commission, or any other staff, for such purposes as meetings of introduction, luncheons, dinners, etc. During the bidding process, from bid opening to final Board approval, no firm or its agent shall contact any other employee of Collier County with the exception of the Purchasing Department. 11. Certificate of Authority to Conduct Business in the State of Florida (Florida Statute 607.1501) In order to be considered for award, firms submitting a response to this solicitation shall be required to provide a certificate of authority from the Florida Department of State Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 (www.sunbiz.org /search.html). A copy of the document shall be submitted with the solicitation response and the document number shall be identified. Firms who do not provide the certificate of authority at the time of response shall be required to provide same within five (5) days upon notification of selection for award. If the firm cannot provide the document within the referenced timeframe, the County reserves the right to award to another firm. 12. General Information When it is deemed by the County that a bid cannot be awarded as originally intended, the County reserves the right to award this bid through an approach which is the best interest of the County. 12 -5877 CRA Bank Loan 10 ITB Template_03012012 Packet Page -983- 6112/2012 Item Alternate bids will not be considered unless authorized by the ITB. In case of identical bids tying as low bid, the County shall ask vendors to submit certification that they have a drug -free workplace in accordance with Section 287.087 Florida Statutes. Should all vendors provide said certification; the County will give local vendor preference. 13. Bid Award Process Bid award will be made by the Board of County Commissioners acting as the Bayshore Gateway Triangle Community Redevelopment Agency in public session. Award shall be made in a manner consistent with the County's Purchasing Policy. Award recommendations will be posted outside the offices of the Purchasing Department as well as on the Collier County Purchasing Department website on Wednesdays and Thursdays prior to the County Commission meetings. Any actual or prospective respondent who desires to formally protest the recommended contract award must file a notice of intent to protest with the Purchasing Director within two (2) calendar days (excluding weekends and County holidays) of the date that the recommended award is posted. Upon filing of said notice, the protesting party will have five (5) days to file a formal protest and will be given instructions as to the form and content requirements of the formal protest. A copy of the "Protest Policy" is available at the office of the Purchasing Director. 12 -5877 CRA Bank Loan 11 ITB Template-03012012 Packet Page -984- 6/12/2612 Item 43.1i I Exhibit III: Additional ITB Terms and Conditions 1. Licenses The Vendor is required to possess the correct professional and other licenses, and any other authorizations necessary to perform the required work pursuant to all applicable Federal, State and Local Law, Statute, Ordinances, and rules and regulations of any kind. Additionally, copies of all the required licenses must be submitted with the bid response indicating that the entity bidding, as well as the team assigned to the County account, is properly licensed to perform the activities or work included in the ITB documents. Failure on the part of any vendor to supply this documentation with their bid response may be grounds for deeming vendor non - responsive. A Vendor with an office within Collier County is required to have an occupational license. Questions regarding professional licenses should be directed to Contractor Licensing, Community Development and Environmental Services at (239) 252 -2431, 252 -2432 or 252 -2909. Questions regarding required Business Tax Receipt (formerly known as Occupational Licenses) should be directed to the Tax Collector's Office at (239) 252 -2477. 2. Prohibition of Gifts to County Employees No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, the current Collier County Ethics Ordinance and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and /or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and /or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and /or quotes; and, c. immediate termination of any contract held by the individual and /or firm for cause. 12 -5877 CRA Bank Loan 12 ITB Template-03012012 Packet Page -985- 6/12/2012 Itern '►4.� .' . CoM-r -&Mty AdrTl nisbabve Services l Msion Purchasing Attachment 1: Vendor Submittal - Vendor's Non - Response Statement The sole intent of the Collier County Purchasing Department is to issue solicitations that are clear, concise and openly competitive. Therefore, we are interested in ascertaining reasons why prospective Vendors did not wish to respond to this ITB. If your firm is not responding to this ITB, please indicate the reason(s) by checking any appropriate item(s) listed below and return this form via email or fax to the Procurement Strategist listed on the first page or mail to: Collier County Purchasing Department, 3327 Tamiami Trail East, Naples, Florida 34112. We are not responding to this ITB for the following reason(s): Solicitation: 12 -5877 CRA Bank Loan ❑ Services requested not available through our company. ❑ Our firm could not meet specifications /scope of work. ❑ Specifications /scope of work not clearly understood (too vague, rigid, etc.) ❑ Project is too small. ❑ Insufficient time allowed for preparation of response. ❑ Incorrect address used. Please correct mailing address: ❑ Other reason(s): Firm's Complete Legal Name Address City, State, Zip Telephone Number FAX Number Signature / Title Type Name of Signature 12 -5877 CRA Bank Loan ITB Template_03012012 Packet Page -986- Date: 13 6/12/2012 Item 143`.1. C;0 Mr county AdrnrnisMabve Services sjo, Purchasing 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: 12 -5877 CRA Bank Loan • Opening Date: 5/4/12; 2:30PM 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. Company Name Signature & Title Date 12 -5877 CRA Bank Loan 14 ITB Template_03012012 Packet Page -987- Co er minty Admnistmtsve services i vision Purchasing Attachment 3: Vendor Submittal - Bid Response Form FROM: Board of County Commissioners Collier County Government Center Naples, Florida 34112 RE: Solicitation: 12 -5877 CRA Bank Loan Dear Commissioners: 6/12/2012 Item 'I4..': 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 prices: * * * SEE FOLLOWING PAGES * * * Vendors must complete and return: One (1) paper copy labeled MASTER, and four (4) additional exact duplicate copes (electronic format on CD / DVD) with the following information to be considered responsive: 1. Interest Rate A taxable fixed interest rate for each 10 to 15 year Term Loan option % proposed that will be locked and set as of June 14, 2011. The County requires that the loan maintain maximum prepayment flexibility (with no restrictions). 2. Provide a single TOTAL cost for all Fees and Expenses Describe in detail all fees and expenses which the County will be responsible $ to pay. The amounts stated in the proposal shall represent the maximum amounts payable to the proposer by the County. All fees and expenses in excess of those stated in the proposal shall be the sole responsibility of the proposer and will not be paid or reimbursed by the County. Note: If you choose to bid manually, please submit an ORIGINAL and FOUR (4) copies of your bid response pages. 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. 12 -5877 CRA Bank Loan 15 ITB Template-03012012 Packet Page -988- 6/12/2012 Item € 4 . !E .1. IN WITNESS WHEREOF, WE have hereunto subscribed our names on this day of ,20 in the County of , in the State of Firm's Complete Legal Name Address City, State, Zip Florida Certificate of Authority Document Number Federal Tax Identification Number Telephone Number FAX Number Signature / Title Type Name of Signature Date 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 12 -5877 CRA Bank Loan 16 ITB Template_03012012 Packet Page -989- 6/12/2012 Item 14..E. ` . Coyer County AdmntstraVve seMoes Down Purchasing Attachment 4: Vendor Submittal — Conflict of Interest Affidavit Solicitation: 12 -5877 CRA Bank Loan By the signature below, I certify, that, to the best of my knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the evaluation of the proposals in the named solicitation have been fully disclosed and that I have no conflict of interest. Additionally, I agree to immediately notify in writing the Purchasing /General Services Director, or designee, if any actual or potential conflict of interests arise during the duration of the contract. Signature and Date: Print Name Title of Signatory 12 -5877 CRA Bank Loan 17 ITB Template-03012012 Packet Page -990- 6112/2012 Item 143. ':. Adnnl, atsve Serum Division urchasi'!c Attachment 5: Vendor Submittal — Local Vendor Preference Affidavit Solicitation: 12 -5877 CRA Bank Loan (Check Appropriate Boxes Below) State of Florida (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: Number of Employees (Including Owner(s) or Corporate Officers): 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 deemed not applicable. Vendor Name: Date: Address in Collier or Lee County: Signature: Title: STATE OF FLORIDA ❑ COLLIER COUNTY ❑ LEE COUNTY Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day of 20 Notary Public My Commission Expires: (AFFIX OFFICIAL SEAL) 12 -5877 CRA Bank Loan ITB Template_03012012 Packet Page -991- 18 6/12/2012 Item hdrm6sume Service:. Dmsian Purchasnq Attachment 6: Vendor Submittal — Immigration Affidavit Solicitation: 12 -5877 CRA Bank 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 enroll in the E- Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the vendor's /bidder's proposal. Acceptable evidence consists of a copy of the properly completed E- Verify Company Profile page or a copy of the fully executed E- Verify Memorandum of Understanding for the company. Failure to include this Affidavit and acceptable evidence of enrollment in the E- Verify program, may deem the Vendor / Bidder's proposal as non - responsive. 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 Print Name Signature State of County of Title Date The foregoing instrument was signed and acknowledged before me this day of , 20_, by who has produced (Print or Type Name) Notary Public Signature Printed Name of Notary Public Notary Commission Number /Expiration as identification. (Type of Identification and Number) 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. 12 -5877 CRA Bank Loan ITB Template-03012012 Packet Page -992- 19 6/1212012 Item 143.1. Cade" C.or1nL0 fidr�iastnuwe 5erv�es grvtsiai Attachment 7: 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 Corporation (as shown on income tax return) _Tax Exempt (Federal income tax - exempt entity Business Name under Internal Revenue Service guidelines IRC (if different from taxpayer name) 501 (c) 3) Address City State Zip Telephone FAX Email Order Information Remit / Payment Information Address Address City State Zip City State Zip FAX FAX Email Email 2. Company Status (check only one) Individual / Sole Proprietor Corporation _Partnership _Tax Exempt (Federal income tax - exempt entity _ Limited Liability Company under Internal Revenue Service guidelines IRC 501 (c) 3) Enter the tax classification D = Disregarded Entity, C = Corporation, P = Partnership) 3. Taxpayer Identification Number (for tax reporting purposes only) Federal Tax Identification Number (TIN) (Vendors who do not have a TIN, will be required to provide a social security number prior to an award of the contract.) 4. Sign and Date Form: Certification: Under penalties of perjury, I certify that the information shown on this form is correct to my knowledge. Signature Date Title Phone Number 12 -5877 CRA Bank Loan ITB Template-03012012 Packet Page -993- 20 6/12/2012 Item 'I4.= 12 -5877 CRA Bank Loan 21 ITB Template_03012012 Packet Page -994- N Y .6 E W M vi iii in a) a � � m fD O O Y m Z v ro a N ca O c O _ m 0 _ Y O E- w M c0 m � Q V m ono N ei c O 0 Y U m m c �6 V) O N O > Ln m V Y c N Y m e'1'l, well ZI,OZ /Zl,/9 -S66- GSed IDYPEd L n w O O N rn O v O L O cu O } 3 } O } a M N 'O � � N m X v c Ln � -0 c v H; cc a O tr O $ co 0 cr- O O l0 O m O m v OJ N 4A. 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THIRD BANK May 4, 2012 Purchasing Director Collier County Government Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 RE: Solicitation # 12 -5877 CRA Bank Loan Fifth Third Bank is pleased to have this opportunity to respond to Collier County's Invitation to Bid #12 -5877 CRA Bank Loan. It is the intention of our entire team here at Fifth Third Bank, by way of the enclosed response, to demonstrate to Collier County a desire to continue a valuable long- lasting partnership. Fifth Third's reputation for honesty, integrity and accountability, combined with our financial strength and award - winning performance, ensures we are optimally aligned for collaborative success with Collier County. We will serve the County as a knowledgeable business partner and provide solutions to the County at a highly competitive rate both today and in the future. Fifth Third's Government and Institutional Banking Group has the pleasure of presenting Collier County with our response to the County's Invitation to Bid #12 -5877 CRA Bank Loan and following through on all requests made by your office. We believe that you will find Fifth Third Bank's response to be comprehensive, competitive and complete. We appreciate this opportunity to submit our proposal and look forward to your questions and further discussion. Respectfully Submitted, Lori Buhs Vice President Packet Page -996- 6/12/2012 Item 14.E . I . . F:-LK 74HIRD MAN-1c Proposed Term Sheet Please note that the terms and conditions presented below are for the purpose of discussion and do not represent a commitment to lend. Borrower: Collier County Community Redevelopment Agency ( "CRA ") Guarantor: N/A Request: $10,000,000 Purpose: Refinancing existing Term Loan with Fifth Third Bank Facility: Taxable Term Loan Term: Five (5) Years Amortization: Fifteen (15) Years; Straight Line Amortization Rate: Taxable Variable Rate Option LIBOR 30 -Day (floating) Index Rate plus 3.75 %. For illustrative purposes, the rate as of May 1, 2012 would be 3.99 %. Taxable Fixed Rate Option The interest rate would be fixed three (3) days prior to closing the Term Loan and will be indexed to the Federal Reserve H.15 Statistical Report, Interest Rate SWAPS, Four -Year Swap Curve plus 3.84 %. For illustrative purposes, the rate as of May 1, 2012 would be 4.70 %. Repayment: Principal plus interest; payable monthly Prepayment Penalty: There are no prepayment penalties due on the loan upon early payment of principal. Fees: $ 800 Loan Documentation Fee $10,000 (not to exceed) Bank Counsel Review $10,800Total Fees 1 Packet Page -997- Collateral: Financial Reporting 6!12/2012 Item 14.z.' (1) Secured by tax increment revenues and other operating revenues received by the CRA; (2) Fifth Third Bank will require the support of the Collier County Board of County Commissioners in the form of a Covenant to Budget and Appropriate from all legally available non -ad valorem revenues. Or, in the absence of the above, a cash collateral option in an amount acceptable to Fifth Third Bank; and (3) Proceeds of land sales within the CRA Redevelopment Area. Covenants: (1) Audited annual financial statements submitted within 180 days of year -end; (2) Receipt of internally prepared quarterly statements within 45 days of quarter -end; and (3) Receipt of annual budget thirty (30) days after approval Financing Contingencies: (1) Fifth Third Bank will require the support of the Collier County Board of County Commissioners in the form of a Covenant to Budget and Appropriate from all legally available non -ad valorem revenues. Or, in the absence of the above, a cash collateral option in an amount acceptable to Fifth Third Bank; (2) The CRA will maintain Revenues to debt service equal to or greater than 1.25:1.0. Defined as: The numerator of which is equal to the sum of actual Increment Tax Revenues, Non -Ad Valorem Revenues and cash carried forward (reserves) for the prior Fiscal Year based on the Agency's annual audit, and the denominator of which is the Annual Debt Service for such Fiscal Year; (3) The CRA agrees to maintain a Debt Reserve Fund equal to or great than annual principal and interest debt service for the Term Loan. Debt Reserve Fund to be in an account acceptable to Fifth Third Bank; (4) If any land purchased with the original Fifth Third Bank loan proceeds is sold, sales proceeds (in an amount acceptable to Fifth Third Bank) are required to be applied against the principal amount outstanding; (5) Fifth Third Bank's receipt and acceptance of appraisal(s) performed annually by a Bank approved appraisal company, certified to Fifth Third Bank. Appraisal costs will be at the expense of the CRA; (6) Fifth Third Bank's receipt of land inventory /sales report upon request of the Bank; (7) The CRA is prohibited from incurring any additional debt without the written consent of Fifth Third Bank; (8) Any additional information necessary to make final credit decision; 2 Packet Page -998- 6/12/2012 Item 14.E. (9) All agreements and documentation to be acceptable to Fifth Third Bank, and (10) Fifth Third Bank final credit approval ,Representations and Warranties: Usual and customary for transactions of this type. Events of Default: Usual and customary for transactions of this type. Indemnification: Usual and customary for transactions of this type. Governing Laws: State of Florida Documents: Any potential transaction is subject to Obligor agreeing to execute documents and provide any other documentation that the Bank deems necessary to close the Loan facility and maintain its security interests in the future. Packet Page -999- 6/12/2012 Item 14.E.I. CiMG:r cer-, _ Purchasing Attachment 1: Vendor Submittal - Vendor's Non - Response Statement The sole intent of the Collier County Purchasing Department is to issue solicitations that are clear, concise and openly competitive. Therefore, we are interested in ascertaining reasons why prospective Vendors did not wish to respond to this ITB. If your firm is not responding to this ITB, please indicate the reason(s) by checking any appropriate item(s) listed below and return this form via email or fax to the Procurement Strategist listed on the first page or mail to: Collier County Purchasing Department, 3327 Tamiami Trail East, Naples, Florida 34112. We are not responding to this ITB for the following reason(s): Solicitation: 12 -5877 CRA Bank Loan ❑ Services requested not available through our company. ❑ Our firm could not meet specifications /scope of work. ❑ Specifications /scope of work not clearly understood (too vague, rigid, etc.) © Project is too small. ❑ Insufficient time allowed for preparation of response. ❑ Incorrect address used. Please correct mailing address: ❑ Other reason(s): Firm's Complete Legal Name Address City, State, Zip Telephone Number FAX Number Signature / Title Type Name of Signature 12 -5877 CRA Bank Loan ITB Template 03012012 Packet Page -1000- Date: 6/12/2012 Item 14,:E.1 V PdTtnistfative ww'IV'Ist +11"ii; porchasing 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: 12 -5877 CRA Bank Loan Opening Date: 514/12; 2:30PM 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. Fifth Third Bank Cetany Na - �.� -°'+ Vice President Signature & Title May 4, 2012 Date 12 -5877 cRA Bank Loan Packet Page -1001 - ITB Template 03012012 6/12/2012 Item `4.E I''k �dri'ititlStf'�tzbic: rv" `JfYtC,k�S �.'-f4�1.Ss'JCi Purchaong Attachment 3: Vendor Submittal - Bid Response Form FROM: Lori T. Buhs, Vice President, Fifth Third Bank Board of County Commissioners Collier County Government Center Naples, Florida 34112 RE: Solicitation: 12 -5877 CRA 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 prices: * * * SEE FOLLOWING PAGES * * * Vendors must complete and return: One (1) paper copy labeled MASTER, and four (4) additional exact duplicate copes (electronic format on CD / DVD) with the following information to be considered responsive: 1. Interest Rate A taxable fixed interest rate for each 10 to 15 year Term Loan option Please see Proposed proposed that will be locked and set as of June 14, 2011. The County Term Sheet for rate requires that the loan maintain maximum prepayment flexibility (with no information restrictions). 2. Provide a single TOTAL cost for all Fees and Expenses Describe in detail all fees and expenses which the County will be responsible $10,800 to pay. The amounts stated in the proposal shall represent the maximum amounts payable to the proposer by the County. All fees and expenses in excess of those stated in the proposal shall be the sole responsibility of the proposer and will not be paid or reimbursed by the County. Note: If you choose to bid manually, please submit an ORIGINAL and FOUR (4) copies of your bid response pages. 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. 12 -5877 CRA Bank Loan Packet Page -1002 - ITB Template-03012012 6/12/2012 Item 143.1;. IN WITNESS WHEREOF, WE have hereunto subscribed our names on this 4`h day of Mali, 2012 in the :ounty of Collier, in the State of Florida. Firm's Complete Legal Name Fifth Third Bank Address City, State, Zip Florida Certificate of Authority Document Number Federal Tax Identification Number Telephone Number FAX Number Signature / Title Type Name of Signature Date 999 Vanderbilt Beach Road Naples, Florida 34108 31- 0676866 (239) 691 -6461 Lori T. Buhs May 4, 2012 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 12 -5877 CRA Bank Loan ITB Tempiate_03012012 Packet Page - 1003 e/1 2/2012 Items � 4. =` .. r t Y;1f- #ttt °SIRC� Attachment 4: Vendor Submittal – Conflict of Interest Affidavit Solicitation: 12 -5877 CRA Bank Loan By the signature below, I certify, that, to the best of my knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the evaluation of the proposals in the named solicitation have been fully disclosed and that I have no conflict of interest: Additionally, I agree to immediately notify in writing the Purchasing /General Services Director, or designee, if any actual or potential conflict of interests arise during the duration of the contract. Signature and Date: ivt� J-641-14, May 43 2012 Print Name Lori T. Buhs Title of Signatory Vice President 12 -5877 CRA Bank Loan ITB Template 03012012 Packet Page -1004- 6/12/2012 Item 143.'i. cy r=':lrltcS�lTp;3 Attachment 5: Vendor Submittal — Local Vendor Preference Affidavit Solicitation: 12 -5877 CRA Bank Loan (Check Appropriate Boxes Below) State of Florida (Select County if Vendor is described as a Local Business (j 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 E]Collier County or ❑ Lee County: 1991 Number of Employees (Including Owner(s) or Corporate Officers): 230 Number of Employees Living in ® Collier County or ❑ Lee (Including Owner(s) or Corporate Officers): 156 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 deemed not applicable. Vendor Name: Fifth Third Bank Date: May 4,_2012 Address in Collier o Lee County: 999 Vanderbilt Beach Road, Naples, Florida 34108 Signature: Title: Vice President STATE OF FLORIDA ® COLLIER COUNTY ❑ LEE COUNTY worn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day of T' 1(, 20 JUU MILM Notary Public NOTARY PUBLIC My Commission Expires: �'" J` "�� �7 STATE of FLORIDA OlEx0res Comm# EE121883 (AFFIX OFFICIAL SEAL) 1211/'2015 12 -5877 CRA Bank Loan ITS Template_03012012 Packet Page -1005- 6!12/2012 Item 14.x'.` . r +.Yrn����: 8✓rf.cs� Ix �s rr Attachment 6: Vendor Submittal -- Immigration Affidavit Solicitation: 12 -5877 CRA Bank 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 enroll in the E- Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the vendor's /bidder's proposal. Acceptable evidence consists of a copy of the properly completed E- Verify Company Profile page or a copy of the fully executed E- Verify Memorandum of Understanding for the company. Failure to include this.Affidavit and acceptable evidence of enrollment in the E- Verify program, may deem the Vendor / Bidder's proposal as non-responsive. 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.G. 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 Fifth Third Bank Print Name Lori T. Buhs Title Vice President Signature — L�,� -- Date May 4, 2012 State of f l' ep- f? County ot., The foregoing instrument was signed and acknowledged before me this , O jay of �� I , 2012, by h6 Bl A h S who has produced as identification. (Print or Type Name) (Type of Identification and Number) Notao Public Signa re 40'EX1*902111015 I iAiili.K WTARY pUBLIC Printed Name of Notary Public ��EE121883 Notary Commission Number /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. 12 -5877 CRA Bank Loan ITB Template-03012012 Packet Page -1006- 611212012 Item 14.5. �Y R:a.1 b'"7at Sillexws .iA!wrrf Attachment 7: 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 Fifth Third Bank (as shown on income tax retum) Business Name (if different from taxpayer name) Address 999 Vanderbilt Beach Road State Florida Telephone (239) 591 -6461 Order information Address Same as above City State FAX (239) 449 -7102 City Naples Zip Email Lori. Buhs(&53.com Remit! Payment Information Address Same as above Zip City State Zip FAX ( FAX Email Email 12 -5877 CRA Bank Loan ITB Template_03012012 Packet Page -1007- 6/12/2012 Item 14.:-:. ' . 2. Company Status (check only one) Individual / Sole Proprietor X Corporation _Partnership Tax Exempt (Federal income tax - exempt entity _ Limited Liability Company under Internal Revenue Service guidelines IRC 501 (c) 3) Enter the tax classification IIII (D = Disregarded Entity, C = Corporation, P = Partnership) 3. Taxpayer Identification Number (for tax reporting purposes only) Federal Tax Identification Number (TIN) 31- 0676865 (Vendors who do not have a TIN, will be required to provide a social security number prior to an award of the contract.) 4. Sign and Date Form: Certification: Underpenalties of perjury, t certify that the information shown on this form is correct to my knowledge. Signature - Date May 4, 2012 — Title Vice President Phone Number (239) 591 -6461 12 -5877 CRA Bank Loan, Packet Page -1008 - ITB Template-03012012 �6 -ter County Administative Serums Divso t € urchasing Memorandum Date: 4/9/12 6/12 /2012 Item 143:7,,.'[. Email: BrendaBrilhart @colliergov.net Telephone: (239) 252 -8446 FAX: (239) 252 -6697 From: Brenda Brilhart, Procurement Strategist To: Interested Bidders Subject: Addendum #1 Solicitation # 12 -5877 CRA Bank Loan The following clarifications are issued as an addendum identifying the following change (s) for the referenced solicitation: This is to correct the original posting number: This solicitation is referenced as 12- 5877, and not 12- 577. If you require additional information please post a question on the Online Bidding site or contact me using the above contact information. AddendumTemplate Revised: 4115/10 1 Packet Page -1009- Atee" ' 0 way .nisUative Setvicss Mision . -purchasing Memorandum Date: 4/23/12 6/12/2012 item 14. LE, ". . Email: BrendaBrilhart@colliergov.net Telephone: (239) 252 -8446 FAX: (239) 252 -6697 ADDENDUM 2 From: Brenda Brilhart, Procurement Strategist To: Interested Bidders Subject: Addendum # 2 Solicitation # 12 -5877 CRA Bank Loan The following clarifications are issued as an addendum identifying the following change (s) for the referenced solicitation: 1. Sign in sheet for non - mandatory meeting held on 4/20/12 are attached. 2. The rate of the current loan with Fifth Third Bank is 3.9930; the taxable rate is 30 — day LIBOR, plus 3.75 %. 3. CRA Website: www.bgtcra.com, see attachment for map of area. If you require additional information please post a question on the Online Bidding site or contact me using the above contact information. c: Mark Isackson David Jackson (Narne of Firm) Packet Page -1010- AddendumTemplate Revised: 4115110 1 6/12/2012 Item 14.E.. _ r 1.. Company ID Number: 19959 Client Company ID Number: 419789 THE E- VERIFY PROGRAM FOR EMPLOYMENT VERIFICATION MEMORANDUM OF UNDERSTANDING FOR EMPLOYERS USING A E- VERIFY EMPLOYER AGENT ARTICLE I PURPOSE AND AUTHORITY This Memorandum of Understanding (MOU) sets forth the points of agreement between the Department of Homeland Security (DHS), FIFTH THIRD BANK (Employer), and TALX Corporation (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 II 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 Pagel of 151 E- Verify MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09101/09 www.dhs.gov/E-Verify Packet Page -1011- 6/12/2012 Items i V e ri off Company ID Number: 19959 Client Company ID Number: 419789 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 nonconfirmation 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 OF DHS 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 t4 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. DHS agrees to provide to the Employer (through the E -Verify Employer Agent) a notice, which indicates the Employer's participation in the E- Verify program. DHS also agrees to Page 2 of 15 1 E- Verify MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov /E- Verify Packet Page -1012- 6/12/20,112 Item 14.:E;.'.'. 4 �E-Verd ....,- FV nl f I-- Company ID Number: 19959 Client Company ID Number: 419789 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 E- Verify 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 B documents identified in 8 Page 3 of 15 1 E- Verify MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov/E-Verify Packet Page -1013- 6/12/2 '012 Item: 14.�..`. ti, s rl4.- �:.._... Company ID Number: 19959 Client Company ID Number: 419789 C.F.R. § 274a.2(b)(1)(B)) 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. • if an employee presents a DHS Form 1 -551 (Permanent Resident Card) or Form 1- 766 (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. 5. 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 final nonconfirmation, and is subject to a civil money penalty between $550 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 nonconfirmation; 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 right 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 verification 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 Page 4 of 15 1 E -Verify MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov /E- Verify Packet Page -1014- 6/12/2012 Item 143.1. ,E-Verifv. Company ID Number: 19959 Client Company ID Number: 419789 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 access to SSA and DHS information pursuant to this MOU. 8. The Employer (through its E- Verify Employer Agent) agrees to follow appropriate procedures (see Article III. 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 III.B. below) to contact DHS 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 DHS is processing the verification request unless the Employer obtains knowledge (as defined in 8 C.F.R. § 274a.1(1)) that the employee is not work authorized. The Employer understands that an initial inability of the SSA or DHS 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 Page 5 of 15 1 E- Verify MOU for Employer (Client) using a E -Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov /E- Verify Packet Page -1015- 6/12/2012 Item 14. -.' �E-Verifv ..�..... 0 Company ID Number: 19959 Client Company ID Number: 419789 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 274B 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 2746(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 274B 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 274B 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 Form 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 Page 6 of 15 1 E -Verify MOU for Employer (Client) using a E -Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov /E- Verify Packet Page -1016- 6/1212012 Item 143. 1 . -Verifv- Company ID Number: 19959 Client Company ID Number: 419789 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 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 not 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 more 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 FAR E- Verify clause within 30 days after Page 7 of 15 1 E- Verify MOU for Employer (Client) using a E -Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov /E- Verify Packet Page -1017- 5/12/2012 Item 14.=E./i. aa fv -Veri II Ili Company ID Number: 19959 Client Company ID Number: 419789 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 II, 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. f. 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, 1986, 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 1 -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 is determine that the Form 1 -9 complies with Article II.C.4, if the employee's basis Page 8 of 15 1 E- Verify MOU for Employer (Client) using a E -Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov /E- Verify Packet Page -1018- 6/12/2012 Item 14.E.1. i or Company ID Number: 19959 11111✓ Client Company ID Number: 419789 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 THE E- VERIFY EMPLOYER AGENT 1. The E- Verify Employer Agent agrees to provide to the SSA and DHS 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. Page 9 of 151 E- Verify MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov/E-Verify Packet Page -1019- 6/12/2012 Item -Ve r i f V11 Company ID Number: 19959 Client Company ID Number: 419789 5. The E- Verify Employer Agent agrees to provide the Employer with the notices described - in Article 11.6.4 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 Agent's 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. ARTICLE III REFERRAL OF INDIVIDUALS TO SSA AND DHS A. REFERRAL TO SSA 1. If the Employer receives a tentative nonconfirmation issued by SSA, 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 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 input 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 referral unless it determines that more than 10 Page 10 of 151 E- Verify MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09101/09 www.dhs.gov /E- Verify Packet Page -1020- 6/12/2012 Item 14.:_:'.11, Company ID Number: 19959 Client Company ID Number: 419789 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 nonconfirmation. 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 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 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 nonconfirmation based upon a photo non - match. The Employer will determine whether the employee contests the tentative nonconfirmation 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: • Scanning and uploading the document, or • 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 15 1 E- Verify MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov /E- Verify Packet Page -1021- 6112/2012 Item -Verifv- Company ID Number: 19959 Client Company ID Number: 419789 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 IV 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. ARTICLE 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- Verify 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 FAR E- 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 15 1 E- Verify MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov /E- Verify Packet Page -1022- C9 6/12/2012 Item 143. �E­Verifv, Company ID Number: 19959 Client Company ID Number: 419789 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, Congressional 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 agreement on this subject between DHS, the Employer and the E- Verify Employer Agent. FIFTH THIRD BANK (Employer) hereby designates and appoints TALX Corporation (E- Verify Employer Agent), including its officers and employees, as the E- Verify Employer Agent for the purpose of carrying out FIFTH THIRD BANK (Employer) responsibilities under the MOU between the Employer, the E- Verify Employer Agent, and DHS. Page 13 of 15 1 E- Verify MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09101/09 www.dhs.gov/E-Verify Packet Page -1023- 6/` 2/2012 !teat 14.E.' . -Verifv. Company ID Number: 19959 Client Company ID Number: 419789 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 FIFTH THIRD BANK Name (Please Type or Print) Title Signature Date E- Verify Employer Agent TALX Corporation Jerald Jackson Name (Please Type or Print) Electronically Signed Signature Department of Homeland Security — Verification Division Title 06/03/2011 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 www.dhs.gov /E- Verify Packet Page -1024- ME v 6112/2012 Item 14.4.1. ri 0,;' X111111 ,_ -Ve fv Company ID Number: 19959 Client Company ID Number: 419789 Company Name:FIFTH THIRD BANK Company Facility Address:38 Fountain 5p Plaza Fifth Third Center Cincinnati, OH 45263 County or Parish: HAMILTON Employer Identification Number: 310676865 North American Industry Classification Systems Code: 522 Administrator: Number of Employees: 10,000 and over Page 15 of 15 1 E- Verify MOU for Employer (Client) using a E- Verify Employer Agent I Revision Date 09/01/09 www.dhs.gov/E-Verify Packet Page -1025-