Backup Documents 07/24/2012 Item #16A20ORIGINAL DOCUMENTS CHECKLIST & ROUTING � IPA
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNA *'
Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routil s6dAi2_0
documents are to be forwarded to the Board Office only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exception of the Chairman's signature, draw a line through routing lines #1 through #4, complete the checklist, and forward to Sue Filson (line #5).
Route to Addressee(s)
List in routing order
Office
Initials
Date
1. Judy Puig
GMD Planning &
Regulation/Operations
(Initial)
7 a�)
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2.
Agenda Item Number
16a20
Approved by the BCC
signed by the Chairman, with the exception of most letters, must be reviewed and signed
3.
Type of Document
Developer Agreemen
umber of Original
4. Jeff Klatzkow, County Attorney
County Attorney's Office
resolutions, etc. signed by the County Attorney's Office and signature pages from
pcuments Attached
5. Ian Mitchell, Supervisor,
BCC Office
Board of Count Commissioners
y
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Z� 12
6. Minutes and Records
Clerk of Court's Office
�Y1
4(202-
PRIMARY CONTACT INFORMATION
t0Q.6,
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive
summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing
information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item.
Name of Primary Staff
Laurie Beard
Phone Number
252 -5782
Contact
appropriate.
(Initial)
Applicable)
Agenda Date Item was
07/24/12
Agenda Item Number
16a20
Approved by the BCC
signed by the Chairman, with the exception of most letters, must be reviewed and signed
Type of Document
Developer Agreemen
umber of Original
1
Attached
resolutions, etc. signed by the County Attorney's Office and signature pages from
pcuments Attached
INSTRUCTIONS & CHECKLIST
L• Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Yes
N/A (Not
appropriate.
(Initial)
Applicable)
1.
Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and possibly State Officials.)
2.
All handwritten strike - through and revisions have been initialed by the County Attorney's
Office and all other parties except the BCC Chairman and the Clerk to the Board
3.
The Chairman's signature line date has been entered as the date of BCC approval of the
document or the final negotiated contract date whichever is applicable.
4.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
signature and initials are required.
5.
In most cases (some contracts are an exception), the original document and this routing slip
should be provided to Sue Filson in the BCC office within 24 hours of BCC approval.
L
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
6.
The document was approved by the BCC on 07 -24 -1A tenter date) and all changes
made during the meeting have been incorporated in the attached document. The
County Attorney's Office has reviewed the changes, if applicable.
L• Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
16A20
MEMORANDUM
Date: August 14, 2012
To: Laurie Beard, Planner
Transportation Planning Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: A Developer Agreement between SFI Naples Reserve, LLC
and Collier County to advance funding for improvements to
Hwy US -41 from Collier Boulevard to San Marco Road
Attached is a copy of the recorded agreement referenced above (Item #16A20)
approved by the Board of County Commissioners on July 24, 2012.
The Minutes and Records Department will maintain an original document in
the Board's Official Records.
If you have any questions, please contact me at 252 -8406.
Thank you.
Attachment
16A20
DEVELOPER AGREEMENT
NAPLES RESERVE
THIS DEVELOPER AGREEMENT (hereinafter referred to as the "Agreement ") is made
and entered into this a 4 Vk of - -- 2012, by and among SFI NAPLES RESERvE, LLC, a
foreign limited liability company (herQnafter referred to as the "Developer ") and COLLIER
COUNTY, FLORIDA, a political subdivision of the State of Florida (hereinafter referred to as
"County "). All capitalized terms not defined herein shall have the same meaning as set forth in
the Collier County Consolidated Impact Fee Ordinance, Ordinance No. 2001 -13, as amended.
RECITALS:
WHEREAS, the Developer is seeking to amend the Naples Reserve Golf Club PUD,
Ordinance No. 99 -42, as amended by Ordinance No. 07 -71; and
WHEREAS, the parties wish to enter into this Developer Agreement as a companion
document to the amended PUD for the limited purpose of defining certain transportation impact
fee issues, as more particularly set forth below; and
WHEREAS, the County is willing to enter into this Agreement in order to assist in the
improvement of the US 41 from Collier Blvd. to San Marco Road (CR 92) ( "Road Project "). The
intersection phase of this Road Project is scheduled to commence in 2013 and the remaining
phases are approaching 100% complete road plans; and
WHEREAS, the Transportation Administrator of the County has recommended to the
Board of County Commissioners that the Road Project set forth in this Agreement is in the
conformity with the contemplated improvements and additions to the County's transportation
network; and
WHEREAS, after reasoned consideration by the Board of County Commissioners, the
Board finds and reaffirms that:
a. The Road Project is in conformity with the contemplated improvements
and additions to the County's transportation system;
b. The Road Project, viewed in conjunction with other existing or other
proposed plans, including those from other developers, will not adversely impact the cash
flow or liquidity of the County's road impact fee trust accounts in such a way as to
frustrate or interfere with other planned or ongoing growth- necessitated capital
improvements and additions to the County's transportation system; and
C. The Road Project is consistent with both the public interest and with the
comprehensive plan, the Long Range Transportation Plan and complies with the
requirements of the Collier County Consolidated Impact Fee Ordinance.
INSTR 4723548 OR 4821 PG 3699
RECORDED 7/31/2012 1:31 PM PAGES 7
DWIGHT E. BROCK, CLERK OF THE CIRCUIT COURT
COLLIER COUNTY FLORIDA
REC $61.00
16A20
WITNESSETH
NOW, THEREFORE, in consideration of Ten Dollars (10.00) and other good and
valuable consideration exchanged amongst the parties, and in consideration of the covenants
contained herein, the parties agree as follows:
1. All of the above RECITALS are true and correct and are hereby expressly
incorporated herein by reference as if set forth fully below.
2. Developer agrees to prepay road impact fees totaling $4,000,000 in two installments
of $2,000,000 each. Separate installments shall be paid to Collier County on January 15, 2013
and January 15, 2014. By written agreement signed by both parties, the installment timing may
be adjusted in order to align with the County's construction schedule for phases of the Road
Project. The intersection phase of this Road Project is scheduled to commence in 2013 and the
remaining phases are approaching 100% complete road plans.
3. To assure payment, no later than 30 days following approval of the PUD
amendment, Developer shall provide County with a Letter of Credit in the form set forth in
Exhibit A. The Letter of Credit must be by a financial institution acceptable to Collier County.
As an alternative, the Developer can pay the sum of $4,000,000 to the Clerk of Courts, with any
interest generated accruing to the Clerk. The Clerk shall release the funds to the County on
receipt of a document purportedly signed by the County Manager certifying that the installment
is due on the date and in the amount specified in the Developer Agreement, or as adjusted by
written agreement signed by both parties. Developer agrees that any claim by Developer
resulting from or in any manner concerning the release of these escrowed funds will be against
the Collier County Board of County Commissioners only, and will not involve the Clerk.
4. On June 14, 2011, the Board adopted Ordinance No. 2011 -20, which amended the
Consolidated Impact Fee Ordinance to provide that a Certificate of Public Facility Adequacy
( "Certificate ") will be issued upon payment of thirty -three percent of the estimated road impact
fees. Payment of $4,000,000 in Road Impact Fees surpasses thirty -three percent of the estimated
road impact fees based on current rates for the 1,154 dwelling units authorized in the amended
PUD document. Upon providing the letter of credit or depositing the money with the Clerk of
Courts, Developer shall receive a Certificate vesting the Development to construct the approved
1,154 dwelling units for the purposes of meeting the County's Transportation Concurrency
requirements.
S. The following conditions shall apply:
A. Developer will be required to pay all road impact fees to obtain building permits for
the first 300 dwelling units.
B. Commencing with the 300 dwelling unit, the Developer may apply the prepaid
road impact fees toward the road impact fees due for building permits until the prepaid amount
of $4,000,000 is utilized by the Developer.
16A20
C. Once the prepaid amount of $4,000,000 is fully exercised, the Developer will pay any
remaining applicable road impact fees to obtain further building permits.
6. The credit for Road Impact Fees identified herein shall run with the Development
and shall be reduced by the entire amount of each Road Impact Fee due for each Building Permit
issued thereon until the Development project is either completed or the credits are exhausted or
otherwise no longer available, or have been assigned by operation of or pursuant to an
assignment agreement with County. The foregoing reduction in the Road Impact Fees shall be
calculated based on the amount of the Road Impact Fees in effect at the time the Building Permit
is issued. The credits set forth herein shall be applied solely to Road Impact Fees, and shall not
offset, diminish or reduce any other charges, fees or other Impact Fees for which Developer, its
successors and assigns are responsible in connection with the development of their lands. It is
expressly understood that the Impact Fee Credits will be utilized in the order in which the
Building Permits are reviewed by the Impact Fee Administration, irrespective of whether
Developer assigns all or part of the Development. Final calculation of the remaining road and
other impact fees due will be based on the impact fee schedule in effect at the time of the
submittal of the building permits and shall be paid in full prior to issuance of each building
permit.
7. In the event that upon build -out of the Development the Road Impact Fee Credits
are still unspent, the remaining balance of such estimated fees may, at Developer's election (1)
be transferred to another approved project within the same, or adjacent transportation impact fee
district, provided any vested entitlements associated with the unspent and transferred impact fee
credits are relinquished and the Certificate is modified to delete those entitlements, or (2) be
reimbursed to Developer. Any future reimbursement for excess credits shall come from future
receipts by the County of Road Impact Fees, and shall be paid over a period of five years from
the date of completion of the Development as determined by the County, subject to annual
appropriation by the County.
Legal Matters
8. This Agreement shall not be constructed or characterized as a development
agreement under the Florida Local Government Development Agreement Act.
9. The burdens of this Agreement shall be binding upon, and the benefits of this
Agreement shall inure to, all successors in interest to the parties to this Agreement.
10. Developer acknowledges that the failure of this Agreement to address any permit,
condition, term or restriction shall not relieve either the applicant or owner or its successors or
assigns, of the necessity of complying with any law, ordinance rule or regulation governing said
permitting requirements, conditions, terms or restrictions.
11. In the event state or federal laws are enacted after the execution of this Agreement,
which are applicable to and preclude in whole or in part the parties' compliance with the terms of
this Agreement, then in such event this Agreement shall be modified or revoked as is necessary
to comply with such laws, in a many which best reflects the intent of this Agreement.
16A20
12. Developer shall execute this Agreement prior to it being submitted for approval by
the Board of County Commissioners. This Agreement shall be recorded by the County in the
Official Records of Collier County, Florida, within fourteen (14) days after the Effective Date.
Developers shall pay all costs of recording this Agreement. The County shall provide a copy of
the recorded document to the Developers upon request.
13. In the event of any dispute under this Agreement, the parties shall attempt to resolve
such dispute first by means of the County's then - current Alternative Dispute Resolution
Procedure, if any. Following the conclusion of such procedure, if any, either party may file an
action for injunctive relief in the Circuit Court of Collier County to enforce the terms of this
Agreement, and remedy being cumulative with any and all other remedies available to the parties
for the enforcement of the Agreement.
14. Except as otherwise provided herein, this Agreement shall only be amended by
mutual written consent of the parties hereto or by their successors in interest. All notices and
other communications required or permitted hereunder (including County's option) shall be in
writing and shall be sent by Certified Mail, return receipt requested, or by a nationally recognized
overnight delivery service, and addressed as follows:
To County
Collier County Manager's Office
3299 Tamiami Trail East, Suite 202
Naples, FL 34112 -5746
To Developer:
SFI Naples Reserve LLC
c/o Istar Financial
1114 Avenue of the Americas
39th Floor
New York, NY 10036
15. This Agreement, together with the amended PUD, constitutes the entire agreement
between the parties with respect to the activities noted herein and supersedes and takes the place
of any and all previous agreements entered into between the parties hereto relating to the
transactions contemplated herein. All prior representations, undertakings, and agreements by or
between the parties hereto with respect to the subject matter of this Agreement are merged into,
and expressed in, this Agreement, and any and all prior representations, undertakings, and
agreements by and between such parties with respect thereto hereby are canceled.
16. Nothing contained herein shall be deemed or construed to create between or among
any of the parties any joint venture or partnership nor otherwise grant to one another the right,
authority or power to bind any other party hereto to any agreement whatsoever.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
16A20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first above written.
Attest: 1 BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA
erk FRED COYLE, Chairman
AS- ' SFI NAPLES RESERVE LLC a foreign limited
liability comp an
Signed, sealed and delivered By:
in the presence of: Name: R. Midhael rse ,
� .. � I 1_Q7i��' Title:
Executive Vice Fresident
Signature
4.Dlo l i1- —flUu:Y1
Printed Name
. R , ffi*--SX)
Signature
Printed N me
STATE OF Bra A,loc,1.t �c e 4-i-3
COUNTY OF eOt-L- �
The foregoing instrument was acknowledged before me this 1 �'"" day of \ iLkg-
2012, as ex2tj H g-k V_p of SFI Naples Reserve LLC, a foreign
limited liability company, who is personally known to me y1 or has produced
as identification.
..ca 1
Notary Public
My Commission Expires:
�1 APRIL M. BROWN
App ve a to form arid"Ay Notary Public
COMMONWEALTH OF MASSACHUSETTS
lega 's incy. My Commission Expires
March 04, 2016
N
Exhibit "A"
16A20
IRREVOCABLE STANDBY LETTER OF CREDIT NO.
(insert issuer's identifying number)
ISSUER: (insert full name and street address of issuer) (hereinafter "issuer ")
PLACE OF EXPIRY: At issuer's counters.
DATE OF EXPIRY: This Credit shall be valid until (insert date of first anniversary of date of issue),
and shall thereafter be automatically renewed for successive one -year periods on the anniversary of
it's issue unless at least sixty (60) days prior to any such anniversary date, the Issuer notifies the
Beneficiary in writing by registered mail that the Issuer elects not to so renew this Credit.
APPLICANT: (insert full name of person or entity) (hereinafter "Applicant ") (insert Applicant's
current business address)
BENEFICIARY: The Board of County Commissioners, Collier County, Florida (hereinafter
"Beneficiary") c/o Transportation Planning Section, 2800 N. Horseshoe Drive, Naples, FL. 34104.
AMOUNT: $ 24,580.00 (US) up to an aggregate thereof.
CREDIT AVAILABLE WITH: Issuer.
BY: Payment against documents detailed herein and Beneficiary's drafts at sight drawn on the
Issuer.
DOCUMENTS REQUIRED: AVAILABLE BY BENEFICIARY'S DRAFT(S) AT SIGHT
DRAWN ON THE ISSUER AND ACCOMPANIED BY BENEFICIARY'S STATEMENT
PURPORTEDLY SIGNED BY THE COUNTY MANAGER OR HIS DESIGNEE CERTIFYING
THAT: "(insert name of Applicant) has failed to construct and /or maintain the improvements
associated with that certain plat of a subdivision known as (insert name of subdivision) or a final
inspection satisfactory to Collier County has been performed prior to the date of expiry, and
satisfactory alternate performance security has not been provided to and formally accepted by the
Beneficiary".
DRAFT(S) DRAWN UNDER THIS LETTER OF CREDIT MUST BE MARKED: "Drawn under
(insert name of Issuer) Credit No. (insert Issuer's number identifying this Letter of Credit), dated
(insert original date of issue) ". The original Letter of Credit and all amendments, if any, must be
presented for proper endorsement. Draft(s) may be presented within the State of Florida at the
following address (list Florida address)
This Letter of Credit sets forth in full the terms of the Issuer's undertaking and such undertaking
shall not in any way be modified, amended, or amplified by reference to any document, instrument,
or agreement referenced to herein or in which this Letter of Credit relates, and any such reference
shall not be deemed to incorporate herein by reference any document, instrument or agreement.
Issuer hereby engages with Beneficiary that Draft(s) drawn under and in compliance with the terms
of this Credit will be duly honored by Issuer if presented within the validity of this Credit.
161A20
This Credit is subject to the Uniform Customs and Practice for Documentary Credits Q007
Revision) International Chamber of Commerce Publication No. 600
(name of issuer)
By:
(insert title of corporate officer - must be
signed by President, Vice President or
Chief Executive Officer)