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Backup Documents 07/28/2009 Item #14A -------- 1 4 A COLLlF:R COUNTY FLORIDA (i) REQUEST FOR LEGAL ADVERTIStNG OF PUBLIC HEARINGS .. To: Clerk to the Board: Please place the following as a: '" no' t8J Nonnal Legal Advertisement 0 Other: (Display Adv., location, etc.) Legal Notices *****************.w***********************************.***.********************************...************ Originating DeptJ Div: Collier BCC/CRA Person: David Jackson, CRA Executive Director Date: 06129/09 Petition No. (If none, give brief description): BCC & CRA Resolutions authorizing CRA to enter into a Term Loan Agreement. Petitioner: (Name & Address): David ,Iackson, CRA Executive Director, 4069 Bayshore Drive, Naples, FL 34112 Name & Address of any person(s) to be notified by Clerk's Office: (!fmore space is needed, attach separate sheet) Collier Countv CRA , 3301 Tamiami Trail East, Naples F'L 34112 Hearing before XX BCC BZA Other Requested Hearing date: (Based on advertisement appearing 10 days before hearing). July 28, 2009 On or About 1 :OOPM Newspaper(s) to be used: (Complete only if important): r8J Naples Daily News 0 Other 0 Legally Required Proposed Text: (Include legal description & common location & Size: Legal Notices. See attached text. Companion petition(s), ifany & proposed hearing date: CRA Resolution accepting $13,500,000 Term Loan Agreement: July 28, 2009. Does Petition Fee include advertising cost? r8J Yes 0 No (fYes, what account charged for cost: 18 /138325/649100 roOt Rev' w by: A - '-{ roo t t J- June 29, 2009 , a 0 u I L '1 jH)t;?S t~ Date C Date List Attachments: I. Advertisement text. DISTRIBUTION INSTRUCTIONS A. For hearings before BCC or BZA: Initiating person to complete one copy and obtain Division Head approval before submitting to County Manager. Note: If legal document is involved, be sure that any necessary legal review, or request for same, is submitted to County Attorney before submitting to County Manager. The Manager's office will distribute copies: o County Manager agenda tile: to D Requesting Division 0 Original Clerk's Office B, Other hearings: Initiating Division head to approve and submit original to Clerk's Office, retaining a copy for file. ***************************...*****.***************.*.***..***..*****************************..**..*.****** FOR CLERK'S OFFICE {JSF~~rl:l..-A "J, DIm "1l, I J (l.c. .llJA.. Date Received:.'1:", ~ Date of Public hearing: ~ Date Advertised: ~ P:r "''; r.s ~i>I'- "'-'-"".'."~~" ,-~-_.__.'_-,_.._,--, 14A .~ NOTICE OF PUBLIC MEETING COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY Notice is hereby given that the Collier County Community Redevelopment Agency (the "Agency") will hold a public meeting on Tuesday, July 28, 2009, at I :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 Tamiami Trail, Naples, Florida 34 J 12, to consider adoption of a resolution authorizing a $13,500,000 loan with Fifth Third Bank (the "Loan"), under the authority of Chapter 163, Part 1II, Florida Statutes, and other applicable provisions of Florida law. 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 Bayshorc/Gateway Triangle Community Redevelopment Area (the "Bayshore/Gateway Triangle CRA"). The Loan will be payable from the increment tax revenues derived by the Agency within the Bayshore/Gateway Triangle CRA and certain other legally available moneys of the Agency. The Loan shall not constitute an indebtedness or pledge of the general credit or taxing power of the Agency, Collier County, the State of Florida or any political subdivision or agency thereof. All persons who may be interested will be given an opportunity to be heard concerning the same at the public meeting. Written comments may also be submitted prior to the meeting to the Collier County Community Redevelopment Agency (Bayshore/Gateway Triangle) at 4069 Bayshore Drive, Naples, Florida, 34112, Attention: Mr. David Jackson, Executive Director. In accordance with the Americans with Disabilities Act, persons needing a special accommodation to participate in this proceeding should contact the Collier County Facilitics Management Department located at 3301 East Tamiami Trail, Naples, Florida 34112, (239) 774- 8380; assisted listening devices for the hearing impaired are available in the Board of County Commissioners Office, By order of the Collier County Community Redevelopment Agency: COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY ByN .~~ Jim Coletta, Chairman Approved as to form and Legal sufficiency: ._-,~~,_." __r- ...- "'"'-............_, -- 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, 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 Goverrunent Complex, 3301 East Tamiami Trail, Naples, Florida 34112, to consider adoption of a resolution authorizing the Collier County Redevelopment Agency (the "Agency") to obtain a $13,500,000 loan with Fifth Third Bank (the "Loan"), under the authority of Chapter 163, Part III, Florida Statutes, and other applicable provisions of Florida law. The proceeds of the Loan are expected to be used to (i) refinance existing Agency debt with Wachovia Bank, and (ii) acquire certain land within the Bayshore/Gateway Triangle Community Redevelopment Area (the "Bayshore/Gateway Triangle CRAil). The Loan will be payable from the increment tax revenues derived by the Agency within the Bayshore/Gateway Triangle CRA and certain other legally available moneys of the Agency. The Loan shall not constitute an indebtedness or pledge of the general credit or taxing power of the Agency, Collier County, the State of Florida or any political subdivision or agency thereof. A II persons who may be interested will be given an opportunity to be heard concerning the same at the public meeting. Written comments may also be submitted prior to the meeting to the Collier County Board of County Commissioners at 3301 East Tamiami Trail, Naples, Florida 34] 12. In accordance with the Americans with Disabilities Act, persons needing a special accommodation to participate in this proceeding should contact the Collier County Facilities Management Department located at 3301 East Tamiami Trail, Naples, Florida 34112, (239) 774- 8380; assisted listening devices for the hearing impaired arc available in the Board of County Commissioners Office. By order of the Collier County Board of County Commissioners: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS d - By: /s/ Donna Fiala, Approved as to form and Legal ufficiency: ,ko "--~~- - ,_.,..~'---'~' ~~----~._-~."- 14A ACCT #068784 July 9, 2009 Attn: Legals Naples Daily News 1075 Central A venue Naples, Florida 34102 Re: eRA Term Loan Agreement Notice Dear Legals: Please advertise the above referenced notice on Thursday, July 16, 2009 and kindly send the Affidavit of Publication, in duplicate, together with charges involved, to this office. Thank you. Sincerely, Teresa Polaski, Deputy Clerk P.O. #4500100912 ^.,.,~".__"_."_,,.,..,".~.," '_"~~'"_N'_ ..,-,""_.,~~~"'-,,-~ -_...._-,--",''''---~,_.,...._--,,,....,..._''.,,.,, .-~-'--""""---'''''''''' ~~...- 14A jft NOTICE OF PUBLIC MEETING COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY Notice is hereby given that the Collier County Community Redevelopment Agency (the "Agency") will hold a public meeting on Tuesday, 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 Tamiami Trail, Naples, Florida 34112, to consider adoption of a resolution authorizing a $13 ,500,000 loan with Fifth Third Bank (the "Loan"), under the authority of Chapter 163, Part III, Florida Statutes, and other applicable provisions of Florida law. 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 "Bayshore/Gateway Triangle CRAil). The Loan will be payable from the increment tax revenues derived by the Agency within the Bayshore/Gateway Triangle CRA and certain other legally available moneys of the Agency, The Loan shall not constitute an indebtedness or pledge of the general credit or taxing power of the Agency, Collier County, the State of Florida or any political subdivision or agency thereof. All persons who may be interested will be given an opportunity to be heard concerning the same at the public meeting. Written comments may also be submitted prior to the meeting to the Collier County Community Redevelopment Agency (Bayshore/Gateway Triangle) at 4069 Bayshore Drive, Naples, Florida, 34112, Attention: Mr. David Jackson, Executive Director. In accordance with the Americans with Disabilities Act, persons needing a special accommodation to participate in this proceeding should contact the Collier County Facilities Management Department located at 3301 East Tamiami Trail, Naples, Florida 34112, (239) 252- 8380; assisted listening devices for the hearing impaired are available in the Board of County Commissioners Office. By order of the Collier County Community Redevelopment Agency: COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By:/s/ Jim Coletta, Chairman Approved as to form and Legal sufficiency: Heidi Ashton-Cicko Assistant County Attorney ,--,-_._~"..~ ..---- , ..-~"-, _'.~_.'N 14A ..~ ' . 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, 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 Tamiami Trail, Naples, Florida 34112, to consider adoption of a resolution authorizing the Collier County Redevelopment Agency (the "Agency") to obtain a $13,500,000 loan with Fifth Third Bank (the "Loan"), under the authority of Chapter 163, Part III, Florida Statutes, and other applicable provisions of Florida law. The proceeds of the Loan are expected to be used to (i) refinance existing Agency debt with Wachovia Bank, and (ii) acquire certain land within the Bayshore/Gateway Triangle Community Redevelopment Area (the "Bayshore/Gateway Triangle CRA"). The Loan will be payable from the increment tax revenues derived by the Agency within the Bayshore/Gateway Triangle CRA and certain other legally available moneys of the Agency. The Loan shall not constitute an indebtedness or pledge of the general credit or taxing power of the Agency, Collier County, the State of Florida or any political subdivision or agency thereof. All persons who may be interested will be given an opportunity to be heard concerning the same at the public meeting. Written comments may also be submitted prior to the meeting to the Collier County Board of County Commissioners at 3301 East Tamiami Trail, Naples, Florida 34112. In accordance with the Americans with Disabilities Act, persons needing a special accommodation to participate in this proceeding should contact the Collier County Facilities Management Department located at 3301 East Tamiami Trail, Naples, Florida 34112, (239) 252- 8380; 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 Commissioners: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS By: /s/ Donna Fiala, Chair Approved as to form and Legal sufficiency: Heidi Ashton-Cicko Assistant County Attorney _.~,..___"..^",."~...._.._....._...._"..h'_'.,_,,"~~, -..- - .. - ~ <""",'~ ......1. ,..._.._.,...,_~.... .c_,...,,_,___,___-.,.=--_-_ 14A ~ Teresa L Polaski To: legals@naplesnews,com Subject: eRA Notice of Meeting Legals, Please advertise the following on Thursday, July 16, 2009. Thanks ~ CRA Term Loan CRA NOTICE OF Agreement,doc UBLIC MEETING. Teresa L. Polaski, BMR Clerk III Clerk to the Board of County Commissioners Minutes and Records Department 239-252-8411 239-252-8408 fax (Teresa .Po las ki@collierclerk.com) 1 -",--'''''-''"-"'--''-~~''"'~-'''~''-"''-' ~..._-~-,~, ~ .TIU. - ~. . ~ '1'." -. - 14A ! Teresa L. Polaski From: postmaster@collierclerk.com Sent: Thursday, July 09, 2009 9:43 AM To: Teresa L. Polaski Subject: Delivery Status Notification (Relay) Attachments: ATT02451.txt; eRA Notice of Meeting This is an automatically generated Delivery Status Notification. Your message has been successfully relayed to the following recipients~ but the requested delivery status notifications may not be generated by the destination. legals@naplesnews.com 1 ",-- .... .'.~.'" _..''''~ ~~",---''''.''._'- ..... ..... ..Ii.. I II 1II111r ~1II\_l$r ....r "'1I~.___""'''''_ ... "~"""""""'_"H~_"""~_"'~"".~~"~'~'__'_ 14A ! Teresa L. Polaski To: legals@naplesnews.com Subject: CRA/BCC Notice of Meeting Legals, Please advertise the following on Thursday, July 16, 2009. Thanks CRA Term Loan CRA NOTICE OF Agreement .doc JBLIC MEETING - Teresa L. Polaski, BMR Clerk III Clerk to the Board of County Commissioners Minutes and Records Department 239-252-8411 239-252-8408 fax (T eresa.Po laski@collierclerk.com) 1 <-~._~...- ,-, -_.","~... '--.-~,-,--,"~-_. . ~ -- ...r.'ii._ . III -_..<<~ ". ._-----,...,--,----^'~_.-,.'~,,--- 14A '1 Teresa L. Polaski From: postm aster@collierclerk.com Sent: Thursday, July 09, 2009 9:44 AM To: Teresa L. Polaski Subject: Delivery Status Notification (Relay) Attachments: A TT02446.txt; CRA/BCC Notice of Meeting This is an automatically generated Delivery Status Notification. Your message has been successfully relayed to the following recipients, but the requested delivery status notifications may not be generated by the destination. legals~naplesnews.com 1 ..._--~_.". - ~ 11 _III.~ ~ . A -. ..-...--..;'.,.-- Teresa L. Polaski .14A ' ~f From: Panciera, Angela [AMPanciera@Naplesnews.com] Sent: Thursday, July 09, 2009 9:49 AM To: Teresa L. Polaski Subject: RE: CRA/BCC Notice of Meeting Received Thank You, Angela Panciera Classified Advertising Consultant Naples Daily News 1075 Central Ave. Naples, FL 34102 ampanciera@naplesnews.com Phone: 239-435-3418 Fax: 239-263-4703 ...... From: Teresa L. Polaski [mailto:Teresa.Polaski@collierclerk.com] Posted At: Thursday, July 09, 20099:44 AM Posted To: Legals - NDN Conversation: CRA/BCC Notice of Meeting Subject: CRA/BCC Notice of Meeting Legals, Please advertise the following on Thursday, July 16, 2009. Thanks <<CRA Term Loan Agreement.doc>> <<CRA NOTICE OF PUBLIC MEETING - BCC.doc>> Teresa L. Polaski, BMR Clerk III Clerk to the Board of County Commissioners Minutes and Records Department 239-252-8411 239-252-8408 fax (T eresa.Polaski@collierclerk.com) Under Florida Law, e-mail addresses are public records, If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. 1 ,,~-'"-'.""~'.'"'-"."~---"~"<~-~"'"'''"~----' TllI-1'I..._"" W',Ul"l ..'" -', ~ . 'l"'<l - ..-. "-'-"''''''''''''''''' ----- 14A Teresa L. Polaski From: Panciera, Angela [AMPanciera@Naplesnews.com] Sent: Thursday, July 09, 2009 9:49 AM To: Teresa L. Polaski Subject: RE: CRA Notice of Meeting C;::d ~ Thank You, Angela Panciera Classified Advertising Consultant Naples Daily News 1075 Central Ave. Naples, FL 34102 ampanciera@naplesnews.com Phone: 239-435-3418 Fax: 239-263-4703 "",.~_w~,~","",__~___.~~_^""__'~a""""__"""""'_'_""__",^",_~'" From: Teresa L. Polaski [mailto:Teresa.Polaski@collierclerk.com] Posted At: Thursday, July 09,20099:43 AM Posted To: Legals - NDN Conversation: CRA Notice of Meeting Subject: CRA Notice of Meeting Legals, Please advertise the following on Thursday, July 16, 2009. Thanks <<CRA Term Loan Agreement.doc>> <<CRA NOTICE O~ PUBLIC MEETING .doc>> Teresa L. Polaski, BMR Clerk III Clerk to the Board of County Commissioners Minutes and Records Department 239-252-8411 239-252-8408 fax (T eresa.Po laski@collierclerk.com) Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity, Instead, contact this office by telephone or in writing. 1 __..,_.,__~.~u". "'"'''_'_''^,_~"b'___''',__''' __ilI~. , ..AJ '-- ---,..,....,~,--- Teresa L Polaski 14A From: Panciera, Angela [AMPanciera@Naplesnews.com] Sent: Thursday, July 09, 2009 10:03 AM To: Teresa L. Polaski Subject: Ad Confirmation Attachments: UAS1 BBE.jpg Here is a copy of the Notcie that is scheduled t run Thursday 7/16. I have attached a copy of the Notice below in case you are not able to open the attachment. Date 07/09/09 Publication NDN Account Number 744107 Ad Number 1807464 Total Ad Cost $359.42 NOTICE OF PUBLIC MEETING COllIER COUNTY COMMUNITY REDEVELOPMENT AGENCY Notice is hereby given that the Collier County Community Redevelopment Agency (the "Agency") will hold a public meeting on Tuesday} 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 Tamiami Trail} Naples} Florida 34112, to consider adoption of a resolution authorizing a $13,500,000 loan with Fifth Third Bank (the "loan"L under the authority of Chapter 163, Part III, Florida Statutes) and other applicable provisions of Florida law. 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 "Bayshore/Gateway Triangle CRA"). The loan will be payable from the increment tax revenues derived by the Agency within the Bayshore/Gateway Triangle CRA and certain other legally available moneys of the Agency. The loan shall not constitute an indebtedness or pledge of the general credit or taxing power of the Agency, Collier County, the State of Florida or any political subdivision or agency thereof. All persons who may be interested will be given an opportunity to be heard concerning the same at the public meeting. Written comments may also be submitted prior to the meeting to the Collier County Community Redevelopment Agency (Bayshore/Gateway Triangle) at 4069 Bayshore Drive, Naples} Florida, 34112} Attention: Mr. David Jackson, Executive Director. In accordance with the Americans with Disabilities Act, persons needing a special accommodation to participate in this proceeding should contact the Collier County Facilities Management Department located at 3301 East Tamiami Trail} Naples} Florida 34112, (239) 252- 8380; assisted listening devices for the hearing impaired are available in the Board of County Commissioners Office. By order of the Collier County Community Redevelopment Agency: COllIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By:/s/ Jim Coletta, Chairman 1 _._---.."..~-".__..__.-' - .. .'-"-'-'''-'~ ..:' .........,..! --- ~'~-""""""-~--'"---<'.~'-"~-"- 14A 'f Approved as to form and . . Legal sufficiency: Heidi Ashton-Cicko Assistant County Attorney (SEAL) July 16} 2009 No1807464 Thank you for placing your ad} Angela Panciera 239-435-3418 2 ''''---.-''''-'''..., "WI 11'_ . .--.,,"".._^"" _..._,.__.._,.",,- 14A '. Teresa L. Polaski From: Panciera, Angela [AMPanciera@Naplesnews.com] Sent: Thursday, July 09, 2009 10:08 AM To: Teresa L. Polaski Subject: Ad Confirmation Attachments: UAS1 C39.jpg Here is a confirmation of the Notice that is scheduled to run Thursday 7/16. I have attached a copy of the Notice in case you are not able to open the attachment. Date '07/'09/'09 Publication NDN Account Number 7441'07 Ad Number 18'0747'0 Total Ad Cost $343.94 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} July 28, 2'0'09, at 1:'0'0 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} 33'01 East Tamiami Trail, Naples, Florida 34112, to consider adoption of a resolution authorizing the Collier County Redevelopment Agency (the "Agency") to obtain a $13}5'O'O,'O'O'O loan with Fifth Third Bank (the "Loan"), under the authority of Chapter 163, Part III} Florida Statutes, and other applicable provisions of Florida law. The proceeds of the Loan are expected to be used to (i) refinance existing Agency debt with Wachovia Bank} and (ii) acquire certain land within the Bayshore/Gateway Triangle Community Redevelopment Area (the "Bayshore/Gateway Triangle CRA"). The Loan will be payable from the increment tax revenues derived by the Agency within the Bayshore/Gateway Triangle CRA and certain other legally available moneys of the Agency. The Loan shall not constitute an indebtedness or pledge of the general credit or taxing power of the Agency} Collier County, the State of Florida or any political subdivision or agency thereof. All persons who may be interested will be given an opportunity to be heard concerning the same at the public meeting. Written comments may also be submitted prior to the meeting to the Collier County Board of County Commissioners at 33'01 East Tamiami Trail, Naples, Florida 34112. In accordance with the Americans with Disabilities Act, persons needing a special accommodation to participate in this proceeding should contact the Collier County Facilities Management Department located at 33'01 East Tamiami Trail, Naples, Florida 34112} (239) 252- 838'Oj 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 Commissioners: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS By: /s/ Donna Fiala} Chair 1 ~,~_..___.._",..."'__~__.....,"'_..,~,~,_;.~_.........__,<.._____""_,__._",,.,,....'_.."N",.'_.,..~_..'._' .....<....''''....-.'''---.--- -..."" .... - ....~._-"._".".~...."..__-.._- Approved as to form and 14A Legal sufficiency: Heidi Ashton-Cicko Assistant County Attorney July 16) 213139 No18e747e Thank you for placing your ad) Angela Panciera 239-435-3418 2 .,.~...-.........,--~~---"~"<,-~.;,....._,-<. ..'IU -,-,.'.,~"",,- """"';\I~''''___"'''''''''''''_ff''"____'''''-_-''______'''_''~_'_"_'_' 14A 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 ,. ,~i, promised any person, firm or corporation any '....~.~ . discount, rebate ~ comm~ssion or, refund for the ~~~<. " purpose of secunng thls advertlsement for ~,...'.......'...............................................,...... ......~.,.. publication in the said newspaper. ". '", ,J~' ". "", ,.~ PUBLISHED ON: 07/16 07/16 AD SPACE: 124 LINE FILED ON: 07/16/09 ------------------------- Signature of Affiant Sworn to and Subscribed before me this aJU day of ~ 20<r9 Personally known by me ~~~ M1~,~:~Nt:LI\,I"I(,DOW"L /~;,~'~'J:- Commission DD 65D4;'5 ",. 1(<' . -. 2 11' ~:.,,;,~..;')'g EXPires June 29, J I ';;r1:H~;\~~:':~.. L','pj'_'0 TI.f'.11 ~0V t:.:al" '!~lsur(l"(:t_ !l'-':: ~--..- >~~,^"....._,. - ..--_._"~_.~...~ 14A ! CRA RESOLUTION NO.1 95 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 OUTST ANDING UNDER AN EXISTING REVOLVING LINE OF CREDIT WITH W ACHOVIA BANK, NATIONAL ASSOCIATION AND FINANCE VARIOUS CAPITAL IMPROVEMENT PROJECTS WITHIN THE BA YSHORE/GA TEW A Y TRIANGLE COMMUNITY 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 BA YSHORE/GA TEW A Y TRIANGLE COMMUNITY REDEVELOPMENT AREA AND OTHER LEGALL Y A V AILABLE MONEYS OF THE AGENCY; DELEGA TING 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 1. 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. ~~"W.'_""~~ ~ ~~- --'....... v . .."'.'-- ~~ """._'~""" ... ~.._,. 14A "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 ofthe 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 ofthe Bank. ""-~-"-""-' "",.--,..,- "-~",,.. --"''''_><1_' t ~ ,~,,,,,,,,,._~, -_."~-~ 14A i"1 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 wi thin 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 line 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. ACCEPT ANCE 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. APPROV AL 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. APPROV AL 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. ....,....,.."._"".._--,---~" "''''--.--.'. . -^ '-"--""--.-.. ",,,,"-,,,...,._,~, .~..., ,.-,-.-,- '-""'~"'~~-~""~-" ....."_._<.~_._-,,.-----"..,,.,,-",,..,--_..~._- 14A . 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 COUN REDEVELOP (SEAL) . , By: Altisff:. .... ',; , Jim Coletta, Chairman DW\GHTE.BROCK,~~K ~:~~ :'. O$puty C~!fc'~ / '. '. t-j' ... . .J% 01'- APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ~zh-edo C If 0 y..V'-v Assistant County Attorney -~",._,_.~~- ",,,,,,,,""-,-_..-,, -~""""''''''''''''-', _.~. " ". "_.."-"._--~...-'_.,- 14A l~ EXHIBIT A Proposal of Fifth Third Bank EXHIBIT B Form of Loan Agreement TO BE PROVIDED BY NABORS GIBLIN AT A LATER DATE ~._"'- ....... _".'~n._ '_"'''_''_^'''-r~._,."___,,...." ''''''~-'-'''-''~'''''"''''''''> " ,~---~-,,~.- .,-.,'"'' 14A . EXHIBIT A Proposal of Fifth Third Bank .,"~-'^ , . 1<. .. "....~... ,-- ~.q.".,"____-, ,.~ <"-'-~.' 14A '1 "',- FIFTH THIRD BANK~ 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 ("eRA") Guarantor: N/A Request: $13,500,000 Term Loan Purpose: (I) 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 AmQrtization: Fifteen (15) Years Rate: (1) Taxable V ariable Rate Option Taxable rate of30-Day LIBOR plus 3.75%; for illustrative purposes, the rate as of June 15, 2009, is 4.07%. (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 .'-.". ~. I' " ,-"-,~.,, 14A "~ -,~~ ..~, FIFTH THIRD BANK" - be an indicative all-in fixed rate 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 IS-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 eRA 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: [J Annual principal and interest debt service for the Term Loan -- ~._>".- . ~_.~,'-' T T "" '""-'_."~-'.""_,,,.,~,,,.._,,.,".".....,,..--,._-..... - .-.--...,. 14A ~ ~- . .~. FIFTH THIRD BANK~ 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 LorLBuhs@53.com. Respectfully Submitted, ~ Lori T. Buhs Vice President Fifth Third Bank "~-'"-- , ~.-. ,.... ,.~~.". ^~._",.....- ----.".'-" . . _.__.,-...._...~-".." ..- ---..-.- 14A l _..~-- .-' "- Ftn'H THtl'tc BANK" .........-------..-.-.-.. .._-- ---- . 7' ^'_~"<#,___.. Financing Proposal Accepted on June 23, 2009 By: COLLIER COUNTY COMMUNITY REDEVEL~~~ENTA ENCY (-._i~~ .n __ JIM COLETI A, CHAIRMAN A TIESt: DWIGHT~.. B~F.~ " "", /~ ,.,' , Approved as to form and legal sufficiency !t:;.-7. ~Q' Steven T, Williams Assistant County Attorney -,,- ... ... v",.._~,. ~..".,-"...>._...'. .....---'""'.~.",---. - -~".--, 0'_____'._, 14A 4 EXHIBIT B Form of Loan Agreement Nl1 "" _....~-~....~".,. ^ '..,;.."-",,",,, . ..","~--.."~ " .",..^."._~" 14A LOAN AGREEMENT BETWEEN COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY AND FIFTH THIRD BANK Dated as of September 1,2009 , ~"'"~ . '."~"'~'''~ . "..~--. _. .. _... .,....,.,~-~~_." 14A T ABLE OF CONTENTS ~ ARTICLE I DEFINITION OF TERMS SECTION t.O 1. DEFIN ITI ONS ............... ....,...............,...... ..................... ..... ...., ...., ..... 2 SECTION 1.02. INTERPRET A TI ON ..........................,.......................... ..... ................ 4 SECTION 1.03. 'flTLES A ND HEADINGS ..................... ............. .................,. ..... ..... 5 ARTICLE II REPRESENT A TIONS, WARRANTIES AND COVENANTS; SECURITY FOR NOTES SECTION 2.01. REPRESENT A TIONS 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 SECTION 2.04. SECURrry. ........................ .......... ............... ................................ ...... 7 SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON-AD V ALOREM REVENUES. ............. ...... ............. .......... ....... ..... ...... 7 SECTION 2.06. PAYMENT COVENANT.... .................... ................................. ........ 8 SECTION 2.07. NO IMPAIRMENT; RECEIPT OF INCREMENT TAX RE V EN U ES ................................................................................. 8 SECTION 2.08, ISSUANCE OF ADDITIONAL AGENCY DEBT. .......................... 8 SECTION 2,09. DEBT SER VICE COVERAGE RATIO............................................ 9 SECTION 2.10, DEBT SER VICE RESERVE FUND. ................................................ 9 SECTION 2.11. 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 .......................................................... 11 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2009 NOTE SECTION 4.0 I. CONDITIONS FOR ISSUANCE .................................................... 12 I .... ~"'""""""-P.,~'~' ,~ .'"-,'"'~-""',,""......,.... "'Ii ._.....-~,..."'.,- --,-~',..~-, ,-- 14A ARTICLE V EVENTS OF DEF AUL T; REMEDlES SECTION 5.01. EVENTS OF DEF AUL T ................................................................. 14 SECTION 5.02. REMEDI ES................ ........... .... .................... ................ ............. ...... 14 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE A GREEMEN'r ........... ..........................,........... .................. 1 5 SECTION 6.02. COUN'rE RP AR l'S..................... ............... ....................................... 15 SECTION 6.03. SEVERABI LITY '........................ .................................................... 15 SECTION 6.04. TERM OF AGREEMENT..... ................ ... ............ ..... .......... ...... ...... 15 SECTION 6.05. NOTICE OF CHANGES IN FACT................................................. 15 SECTION 6.06. NO'fIC ES .................................... ..................................................... 15 SECTION 6.07. A PPLJCA BLE LA W ................... ...... ........ ...... ..... ...... ............ .......... 16 SECTION 6.08. INCORPORATION BY REFERENCE........................................... 16 EXHIBITS EXHIBIT A - GENERAL DESCRIPTION OF THE PROJECT ...................................A-l EXHIBIT B - FORM OF SERIES 2009 NOTE.............................................................. B-1 II -- _.,'_..,....,"~ . '-; . "f'lWIlI'I J ;.",,~ ~.,"~,_."..,""_.,-~,._- 14A 1 This LOAN AGREEMENT (the "Agreementtl) is made and entered into as of September I, 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 "Agencytl), and FIFTH THIRD BANK, a Michigan banking corporation authorized to do business in the State of Florida and its successors and assigns (the tlBanktl); WIT N E SSE T H: 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 tlCountytl) and to borrow money to finance and refinance the acquisition, construction, equipping and maintenance of such capitaJ improvements and public facilities; and WHEREAS, the Agency finds 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 "Projecttl); 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 Credittl); 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 Joan 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. ,~.",. "'_'"~~"',.'_'_.~_CA_"',". aI "_,".~,,,..,.,.",.~_..,_.~ _."._-..,._-~ ""._",,~~""""""'_"''''_'''^''W<'''_'_ ..- 14A 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 1.0J. 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 Ill, 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 limited to the loan 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 Y ear 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 firnl 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. 2 >....~.,,' I'". -'~_.,." ,......'~,."._ r...... ill "- 14A t. -:i "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 1 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 LlBOR 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 .. ~",;"-.~,...~ _"'"_'_'_~""'____"""''''~U'~"'''''__' ,.,.-.---....--.....---.... 14A 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 tenn 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, (I) 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 ofColJier 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. INTERPRET A TJON. Unless the context clearly requires otherwise, words of mascul ine 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. 4 "-.. P'UI V ..."......._._,,~."'._''',...,...-.,.-...'"-'-,.__'''''_'''",,~ Ill. ,,~,,~ " -- 14A 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] 5 "V"'~N...~ ..-__. ---_..,......".~., .-~'.,,-_.~..._. ......"', ."''''''Il","11I'II _." ..,...... 14A ARTICLE II REPRESENT A TIONS, WARRANTIES AND COVENANTS; SECURITY FOR NOTES SECTION 2.01. REPRESENT A TIONS 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 $) 3,500,000. (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 perfonn 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 infonnation 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. 6 ,._,.. - ____"'n... "..__",,_w," - ,"_'.m~ -_.._,-.~.,,_."-- 14A 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 tinal 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 tinancing 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 tenns 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 suftlcient 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 -. ,..-.,........-."' -,~."._."" ----"'~""'"~~, "'," . .'W,_ 14A ! 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. PA YMENT 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 ofIncrement 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 8 H_, - ~,_. _.~'-"-._----","",-"",,,,,,,,, - - " ,.....,_." ,.-,-- - 14A 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 RA TIO. 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. I f 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 2.1J. 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] 9 ">>"""-- m,,,,,,,,,,,,,,,_e _0" ....,_,...."'. 14A ~ ARTICLE III DESCRIPTION OF SERIES 2009 NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2009 NOTE. (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 00/1 00 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 fonn attached hereto as Exhibit B, with such omissions, insertions and variations as may be necessary and desirable to reflect the particular tenns 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 Chainnan and attested by the manual signature of the Secretary. I n case anyone 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 I, 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) AU 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 "-".. ..... . ~""....,~,-,.,~ ,"_.,... ._,,-- ._~..~~ 14A Bank shall agree upon in writing. If any Interest Payment Date or Principal Payment Date is not a Business Day, the corresponding payment shall be due on the next succeeding Business Day. (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 being 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. I f 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] 11 "~~" , -'- .. ',.l.. ,~...~.- w._.___".__.. ,~_w_,~ _.....ft....._ 14A f 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 certi fi cates, 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 ...~...~ .... .. ,- . -. ,. -.. ~ 14A ( 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. [Remai nder of page intentionally left blank] 13 ~,,~^" II" -.... ~.-.,.. o_~<.,,___,~~.~.,,"___... .... " --~.__.'-"'-'''"'~'''' ~ 14A 'f 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 ofa 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 ... " -,--_.....".-" -"'--.~.". ___,"~,,~"=""'W''"._''''_''''._''''~'''_'''''''~_'''''''' 14A ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODI FICA TIONS 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. (fany 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 em~cted 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, 330 I 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 mai I. 15 "._~ -,,_....,,'~ - ._ "_O"~""W,,,,,,,,.,"''''__..~ _."'"._-;--.,_.,,._-~ """""'O"M"_'_"" 14A SECTION 6.07. APPLICABLE LAW. The substantive laws of the State of Florida shall govern this Agreement. SECTION 6.08. INCORPORA TION BY REFERENCE. A 11 of the tenns 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 '-. _4,".'~_ -_.,,,.,-,~-"-,-" -- ' .. _...._.~-'''-- 14A IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By: Jim Coletta, Chairman ATTEST: By: Secretary APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Legal Counsel FIFTH THIRD BANK By: Lori T. Buhs, Vice President 17 .~.... - ~ .,~ 1 ~~11ll _ 1M. ,..._"'",....'"_...--.,_..._,~~<;.,,-".. . 14A t 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-I ~ .. .,...,"""-""" '-".~<<'^,."".,~-""",-- ... -"","~>-~._..,+... .' ---, 14A EXHIBIT 8 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 Maturitv Date Variable September 1, 2009 September 1,2014 COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY, FLORIDA (the "Agency"), f'Or 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 I, 2009, so long as any amount under this Note remains outstanding; provided, however, if such I nterest 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 I, 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 ofpublic 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 appHcable 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 B-1 -.-,-... -n '-'__"'"'-''''''''''''''C''''''' . --~_..~..,.<><-"..,,,~ 14A tenns and conditions of the Resolution and the Agreement. Any ternl 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 allowed under the 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 tenns 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 . --~, -pQ --"-".~~_.- """""""""""~.-4. U ...-"....,,-...-....-...,-.."----,,;- 14'A 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. COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By: Jim Coletta, Chairman ATTEST: By: Secretary APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Legal Counsel B-3 ".~-,- . -'-""""'~"-'.'>- ,,,,.,,,,,",.,,-..- ....."'_..~,._~_..- l~A APPENDIX I PRINCIPAL REPAYMENT SCHEDULE ~ Principal Amount ~ Principal Amount 10/1/09 $ 75,000.00 411/12 $ 75,000.00 1111 /09 75,000.00 5/1/12 75,000.00 12/1109 75,000.00 6/1/12 75,000.00 1/1110 75,000.00 7/1/12 75,000.00 2/1/10 75,000.00 8/1112 75,000.00 3/ III 0 75,000.00 9/1/12 75,000.00 4/1/1 0 75,000.00 10/ 1112 75,000.00 5/ 1/10 75,000.00 11/1/12 75,000.00 6/1 / I 0 75,000.00 12/1/12 75,000.00 7/1/10 75,000.00 1/1/13 75,000.00 8/1/1 0 75,000.00 211 /13 75,000.00 9/1/1 0 75,000.00 3/1/13 75,000.00 10/1/10 75,000.00 411 / 13 75,000.00 1111/10 75,000.00 511/13 75,000.00 12/1/1 0 75,000.00 6/1/13 75,000.00 1/1/11 75,000.00 7/1/13 75,000.00 2/1/11 75,000.00 8/1113 75,000.00 3/1 /11 75,000.00 9/1/13 75,000.00 4/1/11 75,000.00 I 011/13 75,000.00 5/1111 75,000.00 11/1/13 75,000.00 6/1/11 75,000.00 12/1/13 75,000.00 7/1111 75,000.00 1/1/14 75,000.00 8/1/1 I 75,000.00 2/1/14 75,000.00 9/1111 75,000.00 3/1/14 75,000.00 10/1/11 75,000.00 4/1/14 75,000.00 1111/11 75,000.00 5/1114 75,000.00 12/1/11 75,000.00 6/1/14 75,000.00 1/1/12 75,000.00 711/14 75,000.00 2/ 1/12 75,000.00 811/14 75,000.00 3/1/12 75,000.00 9/1114 9,075,000.00 B-I-l n r. . .. n ___-.,-,..~_..'"' ,-" ,"-_.'~~,.,.",""'- -",-"""'""'-;'-'- ..,~_..." ,.,..."_..- 14A $13,500,000 COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY TAXABLE NOTE (FIFTH THIRD BANK), SERIES 2009 List of Closing Documents September 1, 2009 I. 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 2OD9 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. II. 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. "...,. -_._~'--'-- .,,-.. --~.-,~."... 14A 1 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 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 W ACHOVIA BANK, NATIONAL ASSOCIATION AND FINANCE VARIOUS CAPITAL IMPROVEMENT PROJECTS WITHIN THE BA YSHORE/GA TEW A Y TRIANGLE COMMUNITY 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 BA YSHORE/GA TEW A Y TRIANGLE COMMUNITY REDEVELOPMENT AREA AND OTHER LEGALLY A V AILABLE 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 fonn attached hereto. IN WITNESS WHEREOF, I have hereunto set my hand as of the 1 sl day of September, 2009. . Brock, Cler 0 the Circuit Court of Collier County, Florida and Ex-Officio Secretary to the Collier County Community Redevelopment Agency ~. ~ - --- 14A I I eRA RESOLUTION NO.1 95 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 W ACHOVIA BANK, NA TIONAL ASSOCIATION AND FINANCE VARIOUS CAPITAL IMPROVEMENT PROJECTS WITHIN THE BA YSHORE/GATEW A Y TRlANGLE COMMUNITY 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 BA YSHORE/GATEW A Y TRIANGLE COMMUNITY REDEVELOPMENT AREA AND OTHER LEGALLY A V AILABLE MONEYS OF THE AGENCY; DELEGA TING CERTAIN AUTHORlTY 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 1. 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. - 14A ~-- "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.. 0 Ai - 14A 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 line 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 1S 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. .....- ~.".."._.w~....".,~..~'___._.. 14A 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 ofthis 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 COUN REDEVELOP (SEAL) , -'\ " . '. '.. By: . Jim Coletta, Chairman APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ~ol. .A:-Gko ~~ H idi ASllton-Cicko Assistant County Attorney ~''''''-'''''''~~-'-' Ilt-Az CLERK'S CERTIFICATE AS TO RESOLUTION I, Dwight E. Brock, Clerk of the Circuit Court of Collier County, Florida and Ex- Officio Clerk 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 15t 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 -- --- 14A I RESOLUTION NO.-1S.6- 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. BE IT RESOL YED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as follows: SECTION I. 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 oflaw. 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. "."_rl_~._.._ 141: SECTION 4. APPROV AL 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 eRA Resolution, the Loan Agreement and such other documents. SECTION 8. SEVERABILITY OF INVALID PROVISIONS. If anyone 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 ... _.1 ~~~-". ~,~='" 14A 1 prohibited, or against public policy, or shaH 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. BOARD O~UNTY COMMISSIONERS ~ . r ~ .<fri,., OF COLLI OUNT~~D! (SEAL}'>> .',_ By: -~ ~ . ~".. <J , -, Donna FIala, Chair ( , . ST:-: '- , ~ Clerk ,(~{Circ~it ,c:) . ~d Ex- fficio Cm ltlte.'IJ:Q >' fCounty Commissioners .. te -aa...-- , .1....t..... 0tl.1 If APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ~, A (YD y.~~ eidi Ash on-Cicko Assistant County Attorney ~-,- 14A ; I LOAN AGREEMENT BETWEEN COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY AND FIFTH THIRD BANK Dated as of September 1, 2009 - --- 14A TABLE OF CONTENTS Pa2e ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS. ... ... '" ........................ ...... ... ...................... ... ................2 SECTION 1.02. INTERPRET A TI ON ............ ............. .............. ...... ......................... ....4 SECTION 1.03. TITLES AND HEADINGS...................................... ..........................5 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR NOTES SECTION 2.0 I. 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 SECTION 2.04. SECURITY. .......................... ........... ................. ..................................7 SECTION 2.05. COVENANT TO BUDGET AND APPROPRIATE NON-AD VALOREM REVENUES .............................................................7 SECTION 2.06. PAYMENT COVENANT ............................................... ................... 8 SECTION 2.07. NO IMPAIRMENT; RECEIPT OF INCREMENT TAX REVENUES ... .................... ........ .................................... ...............8 SECTION 2.08. ISSUANCE OF ADDITIONAL AGENCY DEBT............................8 SECTION 2.09. DEBT SERVICE COVERAGE RATIO. ...........................................9 SECTION 2.10. DEB T SERVICE RESERVE FUND.......................... ........................ 9 SECTION 2.11. PURCHASE AND SALE OF LAND.................................................9 ARTICLE III DESCRIPTION OF SERIES 2009 NOTE; PAYMENT TERMS; OPTIONAL PREP A YMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2009 NOTE ..............................10 SECTION 3.02. OPTIONAL PREP A YMENT ...........................................................11 ARTICLE IV CONDITIONS FOR ISSUANCE OF THE SERIES 2009 NOTE SECTION 4.01. CONDITIONS FOR ISSUANCE...... ...... ...... ...... ...... ....... ............... .12 1 14A ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEF AUL T....... .................. ..... ............. ................... ....14 SECTION 5.02. REMED IES ...................... ........... ......... .............................. ......... .....14 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THE AG REEMEN1' . ........................... ..................................... ..15 SECTION 6.02. COUNTERP ARTS ... ... ................................. ................. ........ ........ ...15 SECTION 6.03. SEVERAB ILITY............... ............................................................. ..15 SECTION 6.04. TERM OF AGREEMENT....... ........... .... ......................................... .15 SECTION 6.05. NOTICE OF CHANGES IN FACT .................................................15 SECTION 6.06. NOTICES.......................... ................... ............................................ .15 SECTION 6.07. APPLI CABLE LA W ......................... ..... ...... ................... ...... ........ ...16 SECTION 6.08. INCORPORATION BY REFERENCE ...........................................16 EXHIBITS EXHIBIT A - GENERAL DESCRIPTION OF THE PROJECT................................... A-I EXHIBIT B - FORM OF SERIES 2009 NOTE ..............................................................8-1 11 - 14A i 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"); WIT N E SSE T H: 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 finds 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. 14A 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 oflaw. "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 limited to the loan 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. 2 "._..c,~__ 14A "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 1 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 _.''''-~ 14A 1 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. INTERPRET A TION. 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. 4 ----,>-"._-.._, 14A i 1 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] 5 _.,,,0>,____,, 14A ARTICLE II REPRESENT A TIONS, WARRANTIES AND COVENANTS; SECURITY FOR NOTES SECTION 2.01. REPRESENT A TIONS 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. 6 '!If . ~ "'- ~ 14A i 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 - -v- ._-~-~,' 14A 1 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 8 . .- -.".,. . ""'.,_._."-~., 14A 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 RA TIO. 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] 9 - 14A ARTICLE III DESCRIPTION OF SERIES 2009 NOTE; PAYMENT TERMS; OPTIONAL PREP A YMENT SECTION 3.01. DESCRIPTION OF THE SERIES 2009 NOTE. (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 anyone or more of the ofTicers, 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 I, 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 I, 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 T IIlll ..'. '--"'-~'^='" 14A ~~ ~ Bank shall agree upon in writing. If any Interest Payment Date or Principal Payment Date is not a Business Day, the corresponding payment shall be due on the next succeeding Business Day. (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 being 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] 11 , 14A j~ 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, Opll1l0nS, instruments and other documents as the Bank or Bond CounscI 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 ....... 14A P'~I (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 14A ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.0t. 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 - ..... 14A'1 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 certi fi ed 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 r 14A SECTION 6.07. APPLICABLE LAW. The substantive laws of the State of Florida shall govern this Agreement. SECTION 6.08. INCORPORA TION 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 -- 14A IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. COLLIER COUNTY COMMUNITY REDEVE~,~,~NT C Bf' ATTEST: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: JJA ~ A Uu L gal Counsel FIFTH THIRD BANK By: t~-~ Lori T. Boos, Vice President 17 ... 17_ 14A 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-I --..- 14A I .! ,I' -4 "': EXHIBIT B 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 I, 2009 September I, 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 00/1 00 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 I, 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 I, 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 B-1 ~ 14A \ 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 allowed under the 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 "....,_.,-- 14A r ;~ 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. COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By: Jim Coletta, Chairman ATTEST: By: Secretary APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Legal Counsel B-3 u... _._ lit-A ' .! APPEND IX I PRINCIP AL 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 75,000.00 12/1/09 75,000.00 6/1 /12 75,000.00 1/1/10 75,000.00 7/1/12 75,000.00 2/1/10 75,000.00 8/1/12 75,000.00 3/1/10 75,000.00 9/1/12 75,000.00 4/1/10 75,000.00 1 0/1/12 75,000.00 5/1/1 0 75,000.00 11/1/12 75,000.00 6/1/1 0 75,000.00 12/1/12 75,000.00 7/1/1 0 75,000.00 1/1/13 75,000.00 8/1/10 75,000.00 2/1/13 75,000.00 9/1/1 0 75,000.00 3/1/13 75,000.00 10/1/10 75,000.00 4/1/13 75,000.00 11/1/10 75,000.00 5/1 /13 75,000.00 12/1/1 0 75,000.00 6/1/13 75,000.00 1/1/11 75,000.00 7/1/13 75,000.00 2/1/11 75,000.00 8/1/13 75,000.00 3/1/11 75,000.00 9/1 /13 75,000.00 4/1/11 75,000.00 10/1/13 75,000.00 5/1/11 75,000.00 11/1/13 75,000.00 6/1/11 75,000.00 12/1/13 75,000.00 7/1/11 75,000.00 1/1/14 75,000.00 8/1 /11 75,000.00 2/1 /14 75,000.00 9/1/11 75,000.00 3/1 /14 75,000.00 10/1/11 75,000.00 4/1 /14 75,000.00 11/1/11 75,000.00 5/1/14 75,000.00 12/1 /11 75,000.00 6/1 /14 75,000.00 1/1/12 75,000.00 7/1/14 75,000.00 2/1/12 75,000.00 8/1 /14 75,000.00 3/1 /12 75,000.00 9/1 /14 9,075,000.00 B-I-I 14A ~ i '~_. .~.,.:t::~. - " ,: .."" '-'-~' ~-.~.r;<':"~}:.-; ....J~.~ , ,'" ~~_~ FIFTH THIRD BANK' 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 Term 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: Fifteen (15) Years Rate: (I) Taxable Variable Rate Option Taxable rate of30-Day LIBOR plus 3.75%; for illustrative purposes, the rate as of June 15, 2009, is 4.07%. (2) Taxable Fixed Rate Alternative Fifth Third Bank would be pleased to otfer 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 ~"""q:' 14A 1 r:~~ ~i'Dr-.... ~-~',':, - ' ". ,_---~-m:t;;.~~. _._"', " . . _o.-.,~. FIFTH THIRD BANK" ~-_. ---~~_.~_._----~--_._--_.._-_._-------~--------- be an indicative all-in fixed rate 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 counterpalty deemed acceptable by Fifth Third Banle 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: (I) Monthly principal plus interest; (2) Monthly principal plus interest (similar to a IS-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: 0 Annual principal and interest debt service for the Term Loan "'" .........,,""-.. 14A '_4~~~{.}*'~'~ ,-_......,~. . ". '"""'''''''~., FIFTH THlftO BANK" 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 '--' - 14A -~...~~ ~-...,,,..=- " . ,. '. "'....,......, FIFrrl THIRD BANK~ ---------~----_._---_._-~._-~-------- Financing Proposal Accepted By: Bayshore Gateway Triangle Community Redevelopment Agency Signature: ---._~. (Print): Title: Date: --_...~..-..,.,..<._,,_...- 14A 5 FIFTH THIRD BANK DISCLOSURE LETTER AND TRUTH-IN-BONDING STATEMENT September 1, 2009 Collier County Community Redevelopment Agency Naples, Florida Commissioners: 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 28, 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 ;- 14A 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 (I) 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 14A (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 Wachovia Bank and acquiring certain land within the BayshorelGateway 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 $10,543,000 to be expended to pay debt service in the fifth year. Very truly yours, FIFTH THIRD BANK By: ~~ Lori T. Boos, Vice President 3 - - 14A i UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY TAXABLE NOTE (FIFTH THIRD BANK), SERIES 2009 Interest Final Rate Date of Issuance Maturity Dare """"';;,'" H~nl Variable September 1,2009 Septe~~~! 1, 20 l'.\\[~if:F IIII1~!i(\!~1111:~I~lllllllaIIIIIIIII11f~11111111Ib ':};:Y' q" ,;~_"..c< ,5 t.,- m_ --, COLLIER COUNTY COMMUNITY REDEVEL~~~ENt;^GE~~y,FLORIDA (the "Agency"), for value received, hereby promises tor,(,l,.,~lel~d_~;{TI tre'~\'~dged Funds described in the within mentioned Agreement, to tQ~ ord~~llij;;Fifth 1\jrd Bank, or its C1~~1i-:_1_t -'+-::{-~n", _ _ '__ :tg8' successors or assigns (the "Bank"), the principal sil~ill~r Tm~if~~1;;IMILLION FIVE HUNDRED THOUSAND AND 00/1 00 DOLLARS ($',3;~I_~r,~,OOO'r;,prsuant to that certain Loan Agreement by and between Fifth ~~~i~~ Banl\. aH~;~;':l~,y{Agency, dated as of September 1, 2009 (the "Agreement"),~pd"t~~l'lll:I~;~~~~;st tijl;lthe outstanding principal am?un! hereof from the D~te of Issua~~.,~t fO~t%~"O~~llll?r.from the most recent ~ate to whIch mterest has been paid, at thej~tere'I~~te (a:Stl~~~ned m the Agreement), subject to adjustment as provided in the Af:'w~eefflent (~~__&~~ "Irt)erest Payment Date"), commencing October 1, 2009, so long as aq( amount unde1'lltl~~r;'Note remains outstanding; provided, however, ifsuch Interest P~ym,~~Date is not, B\lrg~ness Day (as defined in the Agreement), ;};},Y" ~ then such payment shall ~(fI,;~!le at~,.payable o~ the next succeeding Business Day. Principal ;:Y" ---- ';;::;:5-''r::-:;>.. ._::;":" of this Note shall be p_~a:ble Q~ thl"!lt'~'j@~I~~i~f each month, commencing October 1,2009, in the amounts set fort1l;l'~,Apr.~ijjx t~ilrr~l1ed hereto through the Final Maturity Date set forth above. The full,,2~~i!~~~~~principt'balance ofthis Note shall become due and payable on the Final M~;~,rif}lifI'fe. Tqql;'ir~~~ipal and interest on this Note is payable in any coin or currency oiP~I';lil}nit~' Statesr;~,'fl\merica which, at the time of payment, is legal tender for the p~~!1i'~~ of"',~!c and private debts. :fIP--- -,_c, '-'\T-~'-::~I!i:::':':j 'l~l"r!liS~lfttS issp,O under ~he a.uthori!y of and.in full compliance with the Constitut~on and s_, ........ I. State of Flonda, mc1udmg, partIcularly, Chapter 163, Part III, Flonda Statutes, Chapter,l'25, Florida Statues, and other applicable provisions of law, a resolution duly adopte81I~~1the 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 line of credit as described in the Agreement. This r ~-~._- .., .,"~'.,,~~,.~,.._,"-" 14A 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 day year consisting of twelve 30-day months. Such Interest Rate is subject as of the first day of each month as provided in the Agreement. Notwithstanding any provision in this Note to the interest contracted for, charged or received in connection costs or considerations that constitute interest under thq are contracted for, charged or received) exceed the m~~um the State of Florida as presently in effect. "!!I:,(;i'j~I;;;:!ib iii '<!!II~!i All pa~m~nts made by the Agency ~j~~ijj;~~all ii~pl"{~~y accrued interest, and then to the pnncIpal amount then due o~'irIS "4~~,:;!jilil!llliilli~lli~!llhi ,.,011' t:~p,:t~l~:I't.~h_"'{tt_t:_,_'<*~Wnt; The Agency may prepay this~:?te'If1!li.;whole:~~ .~.~ part, at any time or from time to time, by paying to the Bank all 0~1P!~I~t:the1fa~lj~:ndi9JE'principal amount thereof, together with the unpai~ interest accrueilon th~ amount;f~~i'ncipal so prepaid to the date of such prepayment, wIthout prepayme"premlUm. ~ach,prepayment ofthe Note shall be made on SUC? date. and in such Pi~iH:eJpafi!lfIii?unt as~'all be spec!fied by the A?ency in a writt~n notlce d~l~vered to t~.~I~ank q~t le~llt~~.i,i(l 0) days pnor.t~ereto, all.m ac.corda~ce wIth the prOVISIOns ofth~~.~em~nv. All oft~e prepayment provIsIons contamed m SectIOn 3.02 ~"AllJlli~,,_ ii!: t of the Agreeme1]~ii~,allal.Y with r~~pect to this Note. ;:i;;i!lfMl1iwllllllllljiij. lii~llli;:;},.. . ..li!!!!'" Thi~:~'~i: w~r~ deli~l~tpib~ the Ag.ency pursuant to the terms ofthe .Agreement and the Res~,~~tlon'!~'1~~iinot be oreonstltute an mdebtedness ofthe Agency, CollIer County or of the S~~~idl'iifloridB.U~~ithin the meaning of any constitutional, statutory or charter limitations of i~li~~~i~:~jJ~t1'~ut;j;pan ?e payable solely from the Pledged .Funds, as provided in ~he AgreeElvlttrRi ResolutIon. The Bank shall never have the nght to compel the exerCIse of the ad valorenllllaxing power of the Agency or the State, or taxation in any form of any property th~lifttlr~ 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 . -,,".,,_.,,"..._",,'--,.~- 14A ! 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 ofthe Secretary to the Agency, and this Note to be dated the Date of Issuance set forth above. ATTEST: - APPROVED AS TO FORM AND LEGAL SUFFICIENCY: 3 - ..'~."-"'-^"'_. 14A APPENDIX I PRINCIP AL 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 12/1/09 75,000.00 6/1/12 1/1/10 75,000.00 7/1/12 2/1/1 0 75,000.00 8/1/12 3/1/10 75,000.00 9/1/12 4/1/10 75,000.00 10/1/12 5/1/10 75,000.00 11/1/12 6/1/1 0 75,000.00 12/1/1 7/1/10 75,000.00 1/1 8/1/10 75,000.00 2/1 9/1/1 0 75,000.00 3/1 10/1/10 75,000.00 4/1/1 75,000.00 11/1/1 0 75,000.00 75,000.00 12/1/10 75,000.00 75,000.00 1/1/11 75,000.00 2/1/11 75,000.00 3/1/11 75,000.00 4/1/11 3 75,000.00 5/1/11 1/1/13 75,000.00 6/1/11 12/1/13 75,000.00 7/1/11 1/1/14 75,000.00 8/1/11 2/1/14 75,000.00 9/1/11 3/1/14 75,000.00 1 4/1/14 75,000.00 1 5/1/14 75,000.00 6/1/14 75,000.00 75,000.00 7/1/14 75,000.00 75,000.00 8/1/14 75,000.00 75,000.00 9/1/14 9,075,000.00 I-I - .",-.'-.,.---.> 14A .~ I 7 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, (0) 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: Beginning Date Ending Date Member of Current Term of Current Term Jim Coletta, Chairman November 2008 November 2012 Fred W. Coyle November 2006 November 2010 Donna Fiala November 2008 November 2012 Frank Halas November 2006 November 2010 Tom Henning November 2008 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 '."'--"" .....,_.. ,,~~. ..--...,."'''''' 14A 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 Chainnan 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 15t day of September, 2009. COLLIER COUNTY COMMUNITY /~ VELZf?LJiJ __ ~.. (~ -- APPROVED AS TO FORM AND LEGAL SUFFICIENCY: PL~ ;( (jlO Legal Counsel 2 . '-"--""'~"~"-",-"'" -- ~ ...... 14A 1 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 59583089 NOTICE OF PUBLIC MEE COL~r:~5u~~u:51CR~~Vb'bcrJNTY COMMISSIONERS 1 ' d Notice is hereby given that the Collier County S tat e 0 f For 1 a Board of County Commissioners will hold a public f 11 . meeting on Tuesday, July 28. 2009. at 1:00 p.m. or as County 0 Co ler soon thereafter as practicable, In the Collier County h d ' d h' 11 Board of County Commissioner's Chambers on the Before t e un erslgne aut orl ty, persona y third floor of Building F of the Collier County Gov- h \. h h ernment Complex, 3301 East Tarnlaml Trail. Naples, appeared Susan Rogge, w 0 on oatIl says t at s e Florida 34112. to consider adoption of a resolution , . d f' f h authorizing the Collier County Redevelopment serves as the Vlce PreSl ent 0 Flnance 0 t e A~ency (the "Agency") to obtain a $13.500,000 loan , 1 d . 1 b l' h d t WIth Fifth Third Bank (the "Loan"). under the au- Naples Dal y News, a al y newspaper pu lS e a thorityof~hapterU;~"Partlll.FlorldaStatutes.and . 11 ' F 1 ' d h t h other applicable provIsIons of Florida law. The pro- Naples, ln Co ler County, orl a: t at e ceeds of the Loan are expected to be used to (I) reo f d .. b l' h d' , d finance existing Agency debt with Wachovla Bank attached copy 0 a vertlslng was pu lS e ln sal and (Ii) acquire certain land within the Bayshore/G: 1 . d ateway Triangle Community Redevelopment Area newspaper on dates lste. (the "Bayshore/Gateway Trrangle CRA"). The Loan . h h . dID '1 will be payable from the increment tax revenues Afflant further says t at t e sal Nap es al y derived by the Agency within the Bayshore/Gat- , b l' h d l' , d eway Triangle CRA and certain other legally avail- News lS a newspaper pu lS e at Nap es, In sal able moneys of the Agency. The Loan shall not con- , 1 . d d h h ' d stitute an Indebtedness or pledge of the general Colller County, F orl a, an t at t e sal credit or taxing power ofthe Agency. Collier Coun- '1 ty. the State of Florida or any political subdivision newspaper has heretofore been cont lnuous y or agency thereof. All persons who may be interest- , , ,. 1 ' d h .ed will be given an opportun~ to be heard con- publlshed In sald Colller County, F orl a, eac cerning the same at the public meeting. Written , 1 comments may also be submitted prior to the day and has been entered as second class mal meeting to the Collier County Board of County . . . . . d Commissioners at 3301 East Tamlaml Trai:. Napies matter at the post offlCe In Naples, In sal Florida 34112. ' Collier County, Florida, for a period of 1 year In aClordance with the Americans with Disabilities . . ,. f h Act, persons needing a special accommodation to next precedlng the flrst publlcatlon 0 t e p~iclpate In this proceeding should contact the . . ColI.er County Facilities Management Department attached copy of advertlsement; and afflant located at 3301 East Tamiami Trail. Naples, Florida .. 34112, (239) 252-8380; assisted listening devices for further says that he has nel ther pald nor the hearing Impaired are available in the Board of . . County Commissioners Offlce. promised any person, flrm or corporatlon any . . . By order of the Collier County Board of County dlscount, rebate, commlSSlon or refund for the Commissioners: Purpose of securing this advertisement for COLLIER COUNTY BOARD OF COUNTY ,. . COMMISSIONERS Publicatlon ln the sald newspaper. ~~ Donna Fiala. Chair Approved as to fonn and Legal sufficiency: PUBLISHED ON: 07/16 07/16 H dAh e, I S ton-Gicko Assistant County Attorney July 16. 2009 Nol807470 AD SPACE: 118 LINE FILED ON: 07/16/09 -------------------------- ------------- --------+------------------------ Signature of Affiant ~ fr7 Sworn to and Subscribed before me this"':;O day of ~<.....fd-- 20~ Personally known by me ~ ~ ~ ~;,~~~ m~~j.~~:~~~~<<' -- '-.-^ .- -_.."-~..._" 14A 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 '-'~~ NOTICE OF PUBLIC MEETING REFERENCE: 068784 COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY 59583087 NOTICE OF PUBLIC MEE Notice is herebrc given that the Collier County Com. munity Redeve opment Agency (the. "Agen1") will hold a public meeting on Tuesday. July 28. 009. at State of Florida 1:00 p,m. or as soon thereafter as practicable. in the Collier County Board 01 county commissioner's County of Collier Chambers on the third floor 01 Building F of the Col- lier coun~ Govemment comf.lex, 3301 East Tamia. Before the undersigned authority, personally mi Trail. aples. Florida 3411 . to consider adoption 01 a resolution authorizing a $13.soo,000 loan with appeared Susan Rogge, who oath that she Fifth Third Bank (the "Loan"). under the authority on says of Chapter 163, Part III, Florida Statutes. and other serves as the Vice President of Finance of the afplicable provisions 01 Florida law. The proceeds o the Loan are expected to be used to (i) refinance Naples Daily News, daily published at existing debt with Wachovla. Bank, and (ill acquire a newspaper certain land within the BaYShore/Gatewala Triangle Naples, Collier County, Florida: that the communl~ Redevelopment Area (the" yshore/- 1n Gateway rlangle CRA"). The Loan will be payable attached of advertising published in said from the increment tax revenues derived by the copy was Agency within the Bayshore/Gateway Triangle CRA dates listed. and certain other legally available moneys 01 the newspaper on Agency. The Loan shall not constitute an indebted- Affiant further that the said Naples Daily ness or pledge of the general credit or taxl~ ~ow. says er of the Agency,' Collier County, the State 0 lori- News published at Naples, said da or any poUt cal subdivision or agency thereof. 1S a newspaper 1n All persons who ma~ be interested Will be given an Collier County, Florida, and that the said opportunity to be eard concemin~ the' same at the public meeting. Written commen s ma~ also be has heretofore been continuously submitted prior to the meeting to the Col er Coun- newspaper ~ Community Redevelopment Agency, (Bayshore/. ateway Triangle) at 4069 Ba6,shore rive, Naples. published in said Collier County, Florida, each Florida, 34112. Attention: Mr, avid Jackson. Execu- day and has been entered second class mail tive Director. as In accordance with the Americans with Disabilities matter at the post office In Naples, in said Act, persons needing a special accommodation to participate In this WOCeedlng should contact the Collier County, Florida, for a period of 1 year Collier coun~ Faci itles Manaf,ement Department located at 33 1 East Tamiaml rail, Naples, Florida next preceding the first publication of the 34112. (239) 2S2'~ assisted listening devices for the hearing Impair are available in the Board of attached copy of advertisement; and affiant County Commissioners Office. further says that he has neither paid nor By order of the Collier County Community Redevel- promised firm corporation opment Agency: any person, or any COLLIER COUNTY COMMUNITY discount, rebate, commission or refund for the REDEVELOPMENT AGENCY By:/s/ purpose of securing this advertisement for Jim Coletta, ChaIrman publication in the said newspaper. Approved as to form and Legal sufficiency: 07/16 07/16 Heidi Ashton-Cicko PUBLISHED ON: Assistant COunty Attorney (SEAL) Jl.;Jlv 16 ,ooq Nol807464 AD SPACE: 124 LINE FILED ON: 07/16/09 ------------------------- ------------------------+------------------------ Signature of Affiant UIl art.fn (2 tJ Sworn to and before me this \20 day of ~.J(r 20dj CnCVU-1 Personally known by me c:1/n~,~!S(." '~~~", " ',-'.;: . . "_' 'f",; 'd_t.._ I- "~"_'" .,<~~\{/ k~?;;f~Sj;~~}~,;~(;~'\" '- _...~ - ._~- 14A rAYSHORE >>.,.... G .4 T E W'\ Y .;i'ljjj.tt.'hlA~>~" T R I A N G L E LIt~ e~f4I>tl'''l'''fUfV~lO''MrN1'At.tNt't ,.,-"','-,'.-, -,.^ ,-.- -, J .....J., y- "'(."c' m ",'~"'.w.w'm_._.'_".~~.~v ~.'_V_~~~~_ ~___ ~---'-~~'-~_.~-~ ,,"<<-~ ,"_'_.~w Via Registered Mail July 1 O. 2009 Collier County Board of Comtl1issilHlers BayshoreBeautification MSTI J Board Haldeman Creek Dredge i\lSTl) Board ~301 Tamiami 'rrail F.ast Naplcs.FL 34] 12 Re: Proposed l,oan between the ('ollieI' County Redevelopment Agency and Fitlh Third Bank 1'0 WhOB1 It f\lay Concern: Pursuant to Section] 63.346, Florida Statutes, you are hereby notified that on Chairman July 28, l009, at 1 :(lO p.m, or as soon thereafter as practicable, in the Collier COUllty F30ard of County Commissioner's Chamhers on the tbird floor of Building r: of the Vl<:('-.Ghi~if Collier (ounty (iovernment Complex, YH)l fast Tamiami Trail. Naples. Florida 34112. the Collier County Community Redevelopment Agency (the" Agency" I \vill !.J~~';-.1nV consider the adoption of a resolution authorizing as 13.500.000 loan with Fifth Third Bank (the "[,oan"). The proceeds of the Loan are expected to be used to (i) refinance existing debt with \Vacho\ia Bank, and (ii) acquirt: certain land \yit11in the Bayshore/Gatevvay Triangle Community Redevelopment Area, The Loan vvil1 be payable from the increment tax revenues derivedhy the Agency \\'ithin the Bayshorc/Gateway Triangle Community Redevelopment Area and certain other legally availab1c moneys of the Agency. T1't11e resolution is adopted on July 28. 2009, the Agency plans to close the Loan on or about September 1, 2009. P;;:'{:?h? gg6 Slen 4uns't Bayshore D:'ivc. hk=:ples, Fh::'7"'idn :341 '12 p 043.. 1 1 ~;) .. F <: 230j -7'75..44:)(3 ...- ~ "",< IBAYSHORE 14A! '. <<:~..... G 1\ T E W\. Y .Aia>. . ,/)1/ t:: ";:1'8;+<::' . .... "1<%" T R I , '\ N G L E 1...i5!.n~/~. <<>MMV",n''',"VO'"'M'''M'"'' . ;~~,*:Jtij'~t[:_:<;~-,~~/ '_~~_'_'~'_<<~_~'_~<<~"'~"_'~'_"""".'___""""'_.._-'m~._ ~_~"'__<." ~..m'v~ ,~_<_~,_ Via Registered Mail r.~f<t'J;}Q@/g .Iul: 10,2009 Immokalcc FirclJistrict 502 NC\\ I\larket Road East Immokalee. IT 34142 Re: Proposed Loan l,etween the Collier ('oum) Redevelopment /\geney and Fifthfhird Bank To \\,'h0111 It May Concern: Pursuant to Section 163,346. Florida Statutes. .you are herl'by llotifled that on July 28. 2009, at 1 :00 p,m. or as SOOI1 thereafter as practicable, in the Collier County Board of County Commissioner'S Chamhers on the third floor of 13uilding F of the ('oBier Coullty (Jovcrnmel1t ('ompkx. 3301 Fast larniami rraiL Naples. Florida 34112. the ('ollieI' County CClITlInLmity Redevelopment Agency (the" Agency") will VknCh;hI consider the adoptioll of' a resolution authorizing a $13.500,000 loan with Fifth Third Bank (the "Loan"). The proceeds oftbe Loan are expected to be used to 0) refinance existing debt vvith WachoviaBank. and Iii) acquire certain land within the Bayshore/Gate\vay Triangle C;ommunity Hedevelopment Area. The I.oan will be payabk' from tbe increment tax rc\enues derived by the Agency within the Bayshore/Gateway Triangle C'ommunity Redevelopment Area and certain other legally available lnoneys oflhe Ag~~ncy. If the resolution 1S adopted on July 28, 2009, the Agency pians to close the I.oan on or about September 1. 2009. c gi>:",?,!;2f! C2i(ja 4069 8ayshcre Drive. Naples: FlofleL:.! 34112 p. (239) C43~1115 . F: f23rn 775-..4450 14A I ; ~'" I BAY S H 0 R E '>>i~ GAT E W\ Y wi>:'", ,',' ":-:';;r;' ,''I1''''+;;2\:;! '" .... 11M: \ T R I A N G L E U~. "n*'lHtlM\"f'~n:H:"'H..Qi"MHH"I\(.lM'r "',,." , , J. :J: .'~>" \ v._.____. ~~,~.,..._.~.~__.._m._.m_______. Via Uegistered i\lail 9~< B91t:i~; July 10. 2009 r:ast Naple", Fire District :1 798 Davis Blvd Naples. Fl. 34112 Re: Proposed Loan between the Coilier Count: Redevelopment Agency and Fi fthfhird I3ank To Whom It f\1ay Concern: Pursuant to Section 163,346. Florida Statutes. you are herehy noti lied that on July 28,2009. at 1 :00 p,m. or as ",oon thereafter as practicable. in the Col1ier County Board of ('ounty Commissioner's (:hambers on the third floor of Building F of the c hB~rn~a n Collier County Cjovernment Complex. 3')01 r:a5t Tamiami TraiL Naples. Florida 34112. the Collier County C'omrmmity Redevelopment /\.gency (the "Agency") will \i!cf>Chatr consider the adoption of'a resolution authorizing a $ J 3,500.000 loan vvith Fifth Third Bank (the "Loan"). The proceeds of the Loan are expected 10 be used to (i) refinance existing debt \vith Wachovia Bank. and (ii) acquire certain land within the Bayshore/Gateway Triangle Community Redevelopment Area.fbe Loan will be payable from the increment ta.x reh~nues derived hy the Agency within the Bayshore/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. Sipcercly. ,I. /__1<()~~t:_;~ gJs~,~$1JiIT 4DCD 8ayshcre Dnv",.. Naples, [':onda 34 12 P C43..; 115 . F~ {23D) '?!'S~4466 . ^'.'-~-",.-, 14A"~ . rAYSHORE \~ GATEWiY i~~;~kS .ii,l~i jt T R I A N G L E w:~, <.~M"""'''''''''.'''''"',.,,,,, -- ,-,..~ Via Rl.'gish'rcd Mail qJSt\_JJ.:l.~~rs~_ Julv 10, 2009 " ('oilier County ?vlosquito Control District 600 North Road Naples. FL 34104 Rl': Proposed Loan between the Collier County Redevelopment Agency and Fifth Third Bank To Whom It 1\/lay 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 ('hambers on the third 1]001' of Building F ofthl' Chairm-3p ('oHler County Government Complex, ,DOl F:ast Tamiami TraiL Naples. Florida 34112, the Collier County Community Redevelopment Agency (the "Agency") vvill \hcc..C'fl;:)!( consider thc adoption of a resolution authorizing a $13,500,000 loan with "'ifth Third Bank (the "Loan"), 'fhe proceeds of the Loan are expected to be used to (i) refinance existing debt with \Vachovia Bank, and (ii) acquire certain land within the Bayshore/Gatcway Triangle Community Redevelopment Area, The Loan \-"ill be payable from tbeincrel11ent tax revenues derived by the Agency within the Bayshore/Gateway Triangle ('ommunity RedcvclopmentArea and certain other ;-'~1'8m legally available moneys of the Agency. If the resolution is adopted on July 28,2009, the Agency plans to close tbe Loan on Ul' about Sept.:,:mbl'l' ].2009. gR.6,!.i5,<"tf 4069 Bayshcre Dnve. Naples F'kmdd 341 P: (23Ef 643--111 ., F' -(239) 775,.4456 , V\f./\tl.cottiercr(3,ccrn , - 14A ~(;f ~": rAY S H 0 R E {~ GAT E W\ Y , ~~';\if';" 1..",0 T R I A N G L E w~ '_"V''''''''''''''"'W'M'''Y '....><'.-,".. v__'_," ,-.' ',',' ;F~)" j'l."./ ~_._~_~__~~__~_~~_~_.__.__._..._~_.'_~~~.~__..'_""'~._._.'~~_ <o,__~'''.__~..y..__~_'m.~~___~_~_...''''______~''__''____' ~--~....<._~.._...~.~"".._.~..._,.....,,-_.~-~~-,~ Via Registered Mail ';:;iL'\J2r2i}f'~ July J 0,2009 Big ('orkscrew Fire District J 3140 lrnmukalce Road Naples, IL 34 J 20 Re: Proposed Loan between the Collier County Redevelopment Agency and Fifth Third r~ank To Whom It May Concern: Pursuant to Section 163.346, Florida Statutes. you arc hereby notified that on July 28, 2009, at J :00 p.m, or as soon tht'reaHer as practicahle. in the Collier County Board or County Commissioner's Chambers on the third floor of Building F of the Cht~irfnan Collier County (jovernment Cornpkx. 3301 Eas1Tamiami Trail. Naples. Florida 34112, the ('oilier County Community RedeveJopment Agency {the "Agency") will Vi;::c<:h:air consider the adoption of a resolution authorizing a $13,500,000 loan with Fifth Third Bank (the "Loan"). The proceeds or the Loan are expected to be llsed to (i) refinance existing debt with Wachovia Bank, and (ii) acquire certain land \\i1hin the Bayshore/Gateway 'friangle Community R,,~devel()pmcnt Area. The I A)alJ will be payable from the increment tax revenues derived by the Agency within the Bayshore/Gateway 'rriangle Community Redevc!opment Area and certain other legally available moneys orthe Agency, If the resolution is adopted on .IuJ,)' 28.2009. the Agency plans to close the Loan on or about September J, 2009. <;;Ei~,~f3.ff .1069 F'>~chdd 34'~ ; 2 F' ..,,~~ ~ ~._~ ".. ',,-,. ,,~~-~ Bond Finance - Local Bond Monitoring: Notice of Sale Confirmation Page 1 of I 14A i STATE OF FLORIDA - DIVISION OF BOND FINANCE LOCAL BOND MONITORING IIOlne L:,gout NOTICE OF SALE STATUS Notice of Sale submission successful. SUBMIT DATE: 07/23/2009 BIN Collier County Community Redevelopment Agency Taxable OND SSUE AME: ., . Note (Fifth Third Bank), Series 2009 SALE DATE: 9/1/2009 CLOSING DATE: 9/1/2009 Print this paqe https:/ lbondissue.sbafla.com/nosprocess.aspx?redirectPage=nosprocess .aspx 7/23/2009 T'II!" 'WI.... ".'~..._o"..__~_ v--. II. Bond Finance - Local Bond Monitoring: Print Form Page 1 of5 14A NAME OF GOVERNMENTAL UNIT Collier County Community Redevelopment Agency MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER Address( I ) 3301 East Tamiami Trail, Building F Address(2) City Naples State FL Zip 34112 COUNT(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION Collier TVPE OF ISSUER Community Redevelopment Agency Is THE ISSUER A COMMUNITV DEVELOPMENT DISTRICT? C ISSUE NAME AMOl'NT INTEREST YIELD CALCULATION Collier County Community Redevelopment Agency $13,500,000.00 Variable Variable Taxable Note (Fifth Third Bank), Series 2009 AMOUNT AUTHORIZED $13,500,000.00 DATED DATE (MM/DD/VVVV) 09/01/2009 SALE DATE (MM/DD/VVVV) 09/01/2009 DELlVERV DATE (MM/DD/vVVV) 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 (PAR)? Did This Issue Receive a PAS Allocation? Amount of Allocation $0.00 SPECIFIC REVENIJES(S) PLEDGED Primary Tax Increment Secondary Other https:/lbondissue.sbafla.com/print.aspx?print_id=2271 7/31/2009 ~o_~" Bond Finance - Local Bond Monitoring: Print Form Page 2 of5 14A PURPOSE(S) OF THE ISSUE Primary Refunding Secondary Redevelopment Other Is THIS A REFUNDING ISSlIE? ISSUE NAME DATE ORIGINAL PAR VALUE PAR VALUE REFUNDED Collier County Community Redevelopment Agency 7/26/2006 $7,000,000.00 $5,901,000.00 Taxable Master Note (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 IN SURANCE/ENHANCEM ENTS No Credit Enhancement RATlNG(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( 1) 999 Vanderbilt Beach Road Address(2) MD B9997C City Naples State FL https://bondissue.sbafla.com/print.aspx?print_id=2271 7/3 1/2009 -.""----~._'""'.., v,", Bond Finance - Local Bond Monitoring: Print Form Page 3 of 5 14A Zip 34108 CO-Underwriter None Address( I) Address(2) City State - Zip PROVIDE THE NAME(S) AND ADDRESS(ES) OF A'IY ATTORNEY OR FINANCIAL CONSULTANT WIIO 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( I) Address(2) City State - Zip Financial Advisor/Consultant Public Financial Management, Inc. Address( 1) 2100 Ponce de Leon Blvd. Address(2) Suite 1100 City Coral Gables State FL Zip 33134 CO- Financial Advisor/Consultant Non e Address( I ) 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 Ill, Sections 159 Parts II, Ill, or V; or Section 243 Part !, Florida Statutes. HAS A'l/Y 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 StiCH UNDERWRITER OR CONSULTANT? IF YES, PLEASE PRovmE THE FOLLOWING INFORMATION WITII RESPECT https:/lbondissue.sbafla.com/print.aspx?printjd=2271 7/31/2009 .... r "^""--""..,,.-.--,.'..- Bond Finance - Local Bond Monitoring: Print Form Page 4 of 5 14A .~ TO EACH SUCH UNDERWRITER OR CONSULTANT. HAVE ANY OTHER FEES BEEN PAID BY THE UNIT OF LOCAL GOVER"MENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTOR"EYS 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 PAil) SERVICE PROVmED OR FUNCTION SERVED Williams, Parker, $5,000.00 Bank Counsel Harrison, Kietz & Getzen FILING OF THIS FORM liAS BEEN AUTlIORIZED 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 UNDERWRITER'S 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 813-281-2222 Company Nabors, Giblin & Nickerson, PA Address(l) 2502 Rocky Point Drive Address(2) Suite 1060 City Tampa State FL Zip 33607 INFORMATION RElATING TO PARTY COMPLETI"G THIS FORM (IF DIFFERENT FROM ABOVE) Name Title Phone - - Company Address(J ) Address(2) City State - Zip https:/fbondissue.sbafla.com/print.aspx?print_id=2271 7/31/2009 ~_'_."'_ '..~.e__.'_ Bond Finance - Local Bond Monitoring: Print Form Page 5 of5 14A ! ! In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines approach for filing continuing disclosure information required by SEC Rule 15c2-12, based on the following information: IF THE ISSUER IS REQlJlRED 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 CONTI"'IJING DISCLOSURE INFORMATION REQlIIRED TO BE FILED? (MM/DD) PROVIDE TIlE FOLLOWING INFORMATION REGARDING THE PERSON(S) RESPONSIBLE FOR FILING CONTINUING DISCLOSURE INFORMATION REQUIREDBY SEC RULE 15c2-12 AND TilE CONTlNUNG DISCLOSURE AGREEMENT (INCLUDING OTHER OBLIGATE)) I'ARTIES, IF APPROPRIATE). Name Title Phone - - Company Address( I ) Address(2) City State - Zip Fax - - Email https:/lbondissue.sbafla.com/print.aspx?print_id=2271 7/3112009 - ""--""'.-._~.,",''''~ 14A ~ ., ~: , ~' - BOND DEBT SERVICE 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 12/01/2009 75,000 6.780% 74.394.25 149.394.25 01/0 1/20 10 75,000 6.780% 76.442.18 151.442.18 02/01/2010 75,000 6,780'~;(. 76,0 I 0.30 151,010.30 03/0 1/201 0 75,000 6.780% 68,264.38 143.264.38 04/0 1/2010 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 07/01/2010 75,000 6.780% 71.468,63 146.468.63 08/01/2010 75,000 6.780%. 73.419.04 148,419,04 09/01/2010 75,000 6.780% 72,987.16 147.987.16 1,787,255.87 10/0 1/20 10 75,000 6.780% 70.214.79 145.214.79 11/01/2010 75,000 6.780% 72,123.4 1 147.123.41 12/01/2010 75,000 6.780'Yo 69,378.90 144.378.90 01/01/2011 75,000 6.780% 71,259.66 146,259.66 02/01/2011 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 06/01/20 II 75,000 6.780% 69.100.27 144.100.27 07/01/2011 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 12/01/2011 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 6.71W% 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 06/01/2012 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 6.7800-0 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 01/01/2013 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 06/0112013 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 10/0 1/20 13 75,000 6.780% 55,168.77 130.168.77 11/01/2013 75,000 6.780% 56,575.85 131,575.85 12/01/2013 75,000 6.780% 54,332.88 129,332.88 01101/2014 75,000 6.780% 55,712.10 130,712.10 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 14A BOND DEBT SERVICE Bayshore Gateway Triangle Bank Loan - 5-yr. Term /15-yr. Amortization --- Assumed Fixed Intcrcst Rate of 6, 78% Period Annual Ending Principal Coupon Interest Debt Service Dcbt Service 03/01/2014 75,000 6.780% 49,540.44 124,540.44 04/01/2014 75.000 6.780% 54.416.4 7 129.416.47 05/01/2014 75.000 6.780~'O 52,243.15 127.243.15 06/01/2014 75,000 6.780% 53.552.71 128.552.71 07/01/2014 75.000 6.780% 51,407.26 126.407.26 08/01/2014 75.000 6.780% 52,688.96 127.688,96 09/01/2014 9,075,000 6.780% 52,257,08 9.127,257,08 10,543.175.89 13,500,000 3,826,156.41 17.326.156.41 17,326,156.41 Ju127,2009 10:59 am Prepared by Public Financial Management. Inc. (Finance 6.012 Collier County:CRA-53) Page 4 -- -~--,,_.._~ 14A t~ 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 ofthe 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. nm , _^.,_""_~,,.w__.~ 14A , '. " FORT LAUDERDiL! Nabor~ 208 S, E. Sixth Street Fort Lauderdale. Florida 33301 TAMPA (954) 525-8000 Tel Suite 1060 Giblin (954) 525-8331 Fax 2502 Rocky Point Drive Tampa. Florida 33607 TALLAHASSEE (813) 281-2222 Tel Nickersonp.A. (813) 281-0129 Fax Suite 200 1500 Mahan Drive ':.,1 i ., !: N Ir ^ I I V\ Tallahassee, Florida 32308 (850) 224-4070 Tel (850) 224-4073 Fax September 1, 2009 Collier County Community Fifth Third Bank Redevelopment Agency Naples, Florida Naples, Florida Ladies and Gentlemen: 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 fonn 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 BayshorelGateway 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 III 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 ~ -- 14A ~"~ (" ';,~ 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. . 14A ~ ." ~< ,~1 Collier County Community September 1, 2009 Redevelopment Agency Fifth Third Bank Page 3 3. 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, A/~/ (i;tL b?fr~,A"L' --.-.-'" , l'il, ...,,'" 14A Office of the County Attorney Deputy CoUDJy ALtamey AasistJmt County Attomeys Scott R. Teach Collecn M. Grcenc J cnnifer B. \\-'hitc Section QUefs Stcvcn T. Williams Heidi F. Ashton-Cicko' Jell' E. Wright Jacquelinc W. Hubbard' Robel1 N. l..achary . Board Certificd City, County Jeffrey A. Klatzkow and I.D<'af GO\'cnmlcnt I~'lw County Attorney September 1, 2009 Collier County Community Fifth Third Bank Redevelopment Agency Naples, Florida Naples, Florida Ladies and Gentlemen: 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 ofthe 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., Hannon Turner Bldg., Naples, FL 341 ) 2 - Phone 239.252.8400 - Facsimile 239.252.6300 -".. . """"A __._A'''........._ ~,__~n., ,,'''-"'-- Collier County Community 14A I~ 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 2 .'-<- _... 11I1 ..."".,..,.<....-. _II. ~. ,'''-__. . _/11.,,- .,.,1iIl .. "'R-q~___'~ -- 14A "l' 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 ~l~~ A [((L) Heidi Ashton-Cicko Section Chief, Land Use/Transportation 3 lI,nv-""_"_'___ n __"..".",.. .~,-"~",,,-,,.._~--' n..... ." , E-App Number: Fifth Third Bank Commercial Loan Application (page I 01'2) ; I Name of Co-Applicant (if applicable): Address of Co-Applicant: City Naples State FL Zip Code 34112 City State Zip Code Will funds be used at an address diffcrent than the applicant's address Name of additional Co-Applicant (ifapplicable): above') If so, list below: Address: Address of additional Co-Applicant: 4069 Sa shore Drive City Naples State FL Zip Code 34] 12 City State Zip Code Section 2 -Additional Applicant Information: Applicant's telephone #239-643-] 115 SS/FED ID# of Applicant:59-6000558 Annual Salary/Sales of Applicant(s): $ 3.188,00000 Is Applicant a Not-for Profit Organization? 0Yes DNo Is Applicant a 5/3 Employee? DYes 0No Section 3 -Credit Request Information: Amount of Credit Request: $ 13,500,000,00 Describe Purpose of Loan: Refinance RLOC o/s and linance land acquisition (NOT SECURED BY LAND OR REAL PROPERTY) If the loan's purpose will primarily be to purchase or refinance the purchase ofa 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 of Co-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. Applieant(s) may answer "Yes" to more than one question, If applicant(s) answers "Yes" to ;my of the three questions below, they arc to read the government monitoring disclosure below and are asked to provide their ethnicity, race and sex, If all three questions below arc 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? DYes 0 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;my of the loan proceeds be used for home improvement? DYes I8INo . If "Yes", is the home improvement loan 0 secured by a dwelling or D not secured by a dwelling Question #3 -Is the loan's purpose a relinance AND are both the original obligation and current transaction secured by a dwelling? DYes 0 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 fumish 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 it. 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.) Ethnicity (select one) Ethnici (select one) o Hispanic or Latino o Not Hispanic or Latino OHis nic or Latino o Not Hispanic or Latino o Information not provided by Applicant in mail, internet or telephone o Information not provided by Co-Applicant in mail, internet or telephone ap lication a lication o Not Applicable (use if Applicant is a Corp., Partnershi , LLC, Trust) o Not Ap licable (use if Co-Applicant is a Co ., Partnership, LLC, Trust) Race (select as many as applicable) Race (select as many as a plicable) o American Indian or Alaska Native o Asian o American Indian or Alaska Native o Asian o Black or African American o White o Black or African American o White o Native Hawaiian or Other Pacific Islander o Native Hawaiian or Other Pacific Islander o Information not provided by Applicant in mail, mternet or telephone o Information not provided by Co-Applicant in mail, internet or telephone a lication a lication o Not Applicable (use if A DNotA licable (use if Co-A Sex (select one) Sex (select one) o Male o Female o Male o Female o Information not provided by Applicant in mail, internet or telephone o Information not provided by Co-Applicant in mail, internet or telephone application application Rev, 5116/2007 ."".. ^'~." II 0 Not Applicable (use if Applicant is a Corp., Partnership, LLC Trust) J II 0 Not Applicable (use if Co-Applicant is a Corp, Partnership, LLC, Trust) II Fifth Third Bank Commercial Loan Application (page 2 of2) 14A ,~ . ;;~ Section 5 -Signatures: "IIWe 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 IIWe 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 crimina] 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. [f you want a copy, please write to us at the Bank's Principal Place of Business or at MID 109050, 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 applicab[e), and the full name of your loan officer. 'h ' cg(n{01 v:.A- [~(..i.tfi IN. 0, .,..e,,~ Signature of Borrower Date Signed Title and/or Capacity (if applicable) Signature of Borrower Date Signed Title and/or Capacity (if applicable) Signature of Additiona[ Co-Borrower Date Signed Title and/or Capacity (if applicable) o 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 persona] 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 - 14A '~ Commercial Application Addendum for Bank Use Loan Type & Information: Applicant Name: Collier County Community Redevelopment I E-App N.mb", - _u I Ag.ency Loan Request Amount: 13500,000 Officer Name: Lori Buhs Officer Number: 06869 Sales/Revenue/Income of Borrower Relied On: $3,818,000 (Provide borrowers' gross sales relied on in underwriting, Use most recent full year sales figure, Ifrental income relied on, provide that; ifsales of parent or subsidiary of borrower were relied on, provide that. Do not include guarantor's sales. Leave blank ifno sales relied on (this should be rare), Type of Loan: [8] New D Renewal D Renewal & Increase ($ Amt of Increase $ __) If 5/3 renewal, enter the approval date of the previous loan being renewed (mm/dd/yy). Consumer/Business Purpose: Loan proceeds are for D Personal, family or household use, or [8]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? DYes [8] No Check all options that apply (at least one choice is required): D Loan is through alternative program (SBA, Mini-Loan, etc.) [8] Loan has special financing (Local, State or Federal) D Loan has credit enhancement (Tax Credits, Bond Financing, etc,) D Loan will recreate or retain jobs D Loan is to a farm D Loan is to a start up business D 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? DYes [8] No Community Service? [8] Yes DNo Economic Development? [8] Yes DNo Community Revitalization or Stabilization? [8] Yes DNo 1m ortant Dates and Action Taken (mm/dd/ : Date Application Taken: 06/23/09 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 re uest. (leave blank if credit re uest is withdrawn or incom lete) Check Appropriate Action Taken: D Approved and originated D Approved but not accepted D Denied [8] Incomplete DWithdrawn If withdrawn, indicate date customer withdrew credit request: _ If incom lete, indicate date customer was asked to return re uested information (taken from Incom tete Notice): 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? DYes [8] No D Delinquent credit obligations D Garnishment, attachment, collection, foreclosure, re ossession or suit D Previous bankruptcy Rev, 5116/2007 If denial reason does not conform to above choices, please notify your Commercial Compliance Contact. 14A '14 Rev, 5/16/2007 , . '-" , 14 A 11 O</i IBAYSHORE '.;t GAT E W .' .'. y .;.i/ '~ <ili.:i TRIANGLE 183 n ~'<~1";" ..."..."'............u.........".. J.~~;<3'J ~_j gBP.Bo~Q i\ugust 14,2009 Commissiono' JamF;S N, ColeHa C0rnmissione; Fred VV. CoylQ Cormn?SSiiJner Donna FiJla Chairman Wachovia Bank, National i\ssociation Cmnnlis,,ioner 1950 W. Hillsboro Blvd. 2nd Floor fradz. HaiDS ' Deerfield Beach, Florida 33442 ConHn:ssicner i\ttention: Scott Kreiger T OIH Henn!! ~q Advt5'-<:~Y .t?2arcj Re: Collier County Community Redevelopment Agency Taxable Master Ch~jm\fln Note (Wachovia Bank, National Association) (the "Master Note") L!ndsey Thomas \!h;o.Chair Ladies and Gentlemen: ...Ill! Barrv Karen Beatty Pursuant to the provisions of Section 3.02 of the Line of Credit Agreement ";on Fowle between the Collier County Community Redevelopment i\gency (the "Agency") and CilUCK Gumi"er Wachovia Bank, National i\ssociation, dated as of July 26, 2006 (the" Agreement"), , the i\gency will prepay in full the Master Note issued pursuant to the i\greement on 0~;j~:;;;;:::: September 1, 2009 (the "Effective Date"). The principal amount outstanding under Sl<Ne Main the Master Note is $5,901,000. Please provide me with the anlOunt of interest that will be due and payable on the Master Note on the Effective Date. The full amount ';\!i!liam Mears thereof will be prepaid 011 the Effective Date. C-rl1ce Pn-:ble Sincerely: CH~. ~ ~ /} /"J/~ ) David L. JH.CI<Son.... (, /)/01U.'/7,) 1/;{I/ttWX/ c' X(:<r~ut\\/1:' l../:5LP ~~~ __." 'v '"' / LJwcclor ,/ Jeim ,iourdan i Jean Jollrdan, CRA Project Manager Proiect Manager By direction and 011 behalf of the CRA Executive Director, David Jackson Sue Trona ()peraliGnS Analyst Shitley Garcia OpGmliz)C1s Coordinator _.____.__...__m.......__.._....... __"_._ . ... .._........_._.~_...._.______..... . ..m ..._........ .... '._. ._.._,_.___ ___~........, ___._.______...... . ............... "-" .._mm...._A_____.w 4069 Bayshore Drive.. N",ples, Florida 34'j12 P (238) t343-1115 .. F: (239) T15-4456 vliww,colliercra.com waChov~a ~/lq/GUU~ ~:O~ ~M ~AUt. G/UUq tax berver 14A ~, ,.,~ " . 11II Wachovia Bank Atln: Workflow Coordinator VA 7586 ~~ PO Box 13327 Roanoke, VA 24040-7586 W"ACHOVIA August 14,2009 Bayshore Gateway Cra 2408 Linwood Avenue Suite 7 Unit 11 Naples, FL 34112 RE:nla 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 09/0 1/2009. Bank/Obligor # 0113237572253, Obligation # 026, Per Diem 119.14775 Principal amount due $5,901,000.00 Interest amount due $7,027.26 Late fee nla Estimated Prepayment Fee Amt nla Estimated SWAP Termination Fee nla Total amount due $5,908,027.26 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 Tennination fee, our records indicate that you have entered into one or more derivative transactions with Wachovia. The Estimated Swap Tennination 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 Tennination fee. L1 1.rtt 368556286 1094200 01/3237572253 -"._~"-,~--.._. - wa.t.;nov~a. O/i~/GVV~ ~:~~ ~M ~^UC ~/UU~ l'a.X Dl::H'Vl::a" 14 A 1. 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$19,631.33. The funds must be received by us before 2:00 p.m. EST, and must be in the form ofa bank check, certified :funds or wire transfer. An attorney's trust check is also acceptable. Wachovia's address for payment is: Wachovia Attn: Payment Processing NC-6885 Linden Center 100 North Main Street Winston-Salem, NC 27101 Wire Transfer instructions: Wachovia Bank, N.A. ABA: 053000219 GL Account number: 145916 RC: 0002008 For Credit to: Commercial Loan Payment Processing For Further Credit to: . Name on Loan . Bank Number . Obligor Number . Obligation Number . State Name . Breakdown of Payment (i.e., Principal & Interest amounts) . Effective Date (Date of Wire) Collateral securing the loan will not be released until all obligations secured by the collateral, including any derivative transactions, have been paid in full, unless Wachovia agrees otherwise in writing. L 11,~f 368556286 1094200 01/3237572253 . P\I. _ ~ waChov1a ~/14/~OO~ ~:b~ ~M PAUE 4/004 Fax Server 14A ~, y ~ If you have questions regarding this information or require additional assistance, or an updated payoff amount, please contact us at the number below. We value your business and look forward to continuing to serve your financial needs. If you need further assistance, please contact us at 866-892-7569, Monday through Friday from 7:00 a.m. to 9:00 p.m. EST. Sincerely, ~ ,A/$vaeQ 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: A YLSWORTH,LANCE l11ltf 368555265 1094200 0113237572253 -,-- -. .. ! - .