1807 Amdmt 1: SW590140 --1877'�
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TRANsmITTAL MEMORANDUM
To: City Clerk y�
FROM: Cynthia Lindsay, Finance Director �
AT : January 17, 2017
: City Attorney
: SW590140
The item(s)noted below is/are attached and forwarded to your office for the following action(s):
❑ Development Order ❑ Mayor's signature
❑ Final Plat(original mylars) ❑ Recording
❑ Letter of Credit ❑ Rendering
❑ Maintenance Bond ® Safe keeping (Vault)
❑ Ordinance ❑
❑ Performance Bond
❑ Resolution
® State Revolving Fund Loan Agreement; SW590140 Amendment#1
Once completed,please:
❑ Return original
❑ Return copy
El
Special Instructions:
Please advise if you have any questions regarding the above.
Thank you!
AMENDMENT 1 TO LOAN AGREEMENT SW590140
CITY OF SANFORD
This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (Department) and the CITY OF SANFORD,FLORIDA,
(the"Local Government")existing as a local governmental agency under the laws of the State of
Florida.
WITNESSETH:
WHEREAS,the Department and the Local Government entered into a Clean Water State
Revolving Fund Financial Assistance Agreement,Number SW590140, authorizing a funding
amount of$2,538,190 excluding Capitalized Interest; and
WHEREAS,the Local Government has requested advance funding.
NOW,THEREFORE,the parties hereto agree as follows:
1. Section 4.08 of the Agreement is deleted and replaced as follows:
4.08. LOAN DISBURSEMENTS
Under the provisions of 216.181,Florida Statutes,this Agreement allows for funds to be
advanced to the Local Government for allowable costs. Disbursements shall be made directly to
the Local Government only by the State Chief Financial Officer and only when the requests for
such disbursements are accompanied by a Department certification that such withdrawals are
proper expenditures.
Requests by the Local Government for disbursements of the preconstruction funds shall
be made using the Department's disbursement request form. Up to twenty percent of the
allowance shall be disbursed after a Loan Agreement is signed. Up to fifty percent of the
allowance shall be disbursed after the planning documentation has been completed and accepted.
The remainder of the allowance shall be disbursed after all procurement contracts are executed
and shall be adjusted to reflect as-bid costs. The Department may disburse the entire estimated
allowance amount after acceptance of the plans and specifications or completion of the request
for proposals, if the Local Government agrees to an allowance adjustment once all contracts
have been bid. Disbursements for Construction Related Costs shall occur only as a result of an
amendment to this Agreement. The following allowance amounts will be disbursed at the
specified milestone events unless the allowances are reduced pursuant to Section 10.06:
Milestone Event Amount
Loan Agreement executed $ 177,638
Department completion of environmental review 444,095
(requires completion of facilities planning)
Department acceptance of plans and specifications 266,457
Total $ 888,190
1
2. Section 4.09 is added to the Agreement as follows:
4.09. ADVANCE PAYMENT.
In accordance with Section 216.181(16)(b),Florida Statutes,the Department, upon
written request from the Local Government,the Advance Payment Justification Form and
written approval from the State's Chief Financial Officer, if applicable,may provide an advance
to the Local Government. The Local Government must temporarily invest the advanced funds,
and return any interest.income to the Department, within thirty (30) days of each calendar
quarter, or apply said interest income against the Department's obligation to pay, if applicable,
under this Agreement. Interest earned must be returned to the Department within the timeframe
identified above or invoices must be received within the same timeframe that shows the offset of
the interest earned.
Unused funds, and interest accrued on any unused portion of advanced funds that have
not been remitted to the Department, shall be returned to the Department within sixty (60)days
of Agreement completion.
The parties hereto acknowledge that the State's Chief Financial Officer may identify
additional requirements,which must be met in order for advance payment to be authorized. If
the State's Chief Financial Officer imposes additional requirements,the Local Government shall
be notified, in writing,by the Department regarding the additional requirements. Prior to
releasing any advanced funds,the Local Government shall be required to provide a written
acknowledgement to the Department of the Local Government's acceptance of the terms
imposed by the State's Chief Financial Officer for release of the funds.
If advance payment is authorized,the Local Government shall be responsible for
submitting the information requested in the Interest Earned Memorandum to the Department
quarterly.
3. Section 8.10 is added to the Agreement as follows:
8.10. PUBLIC RECORDS ACCESS.
(1) The Local Government shall comply with Florida Public Records law under Chapter
119,F.S. Records made or received in conjunction with this Agreement are public records under
Florida law, as defined in Section 119.011(12), F.S. The Local Government shall keep and
maintain public records required by the Department to perform the services under this
Agreement.
(2) This Agreement may be unilaterally canceled by. the Department for refusal by the
Local Government to either provide to the Department upon request, or to allow inspection and
copying of all public records made or received by the Local Government in conjunction with this
Agreement and subject to disclosure under Chapter 119,F.S., and Section 24(a),Article I,
Florida Constitution.
2
(3)IF THE LOCAL GOVERNMENT HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE LOCAL GOVERNMENT'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
DEPARTMENT'S CUSTODIAN OF PUBLIC RECORDS AT
(850) 245-2118, by email at ombudsmanna den.state.fims, or at the mailing address
below:
Department of Environmental Protection
ATTN: Office of Ombudsman and Public Services
Public Records Request
3900 Commonwealth Blvd, MS 49
Tallahassee, FL 32399
4. Section 8.11 is added to the Agreement as follows:
8.11. TERMINATION FALSE CERTIFICATION, SCRUTINIZED COMPANIES,
BOYCOTTING.
The Local Government certifies that it and any of its affiliates are not scrutinized
companies as identified in Section 287.135,F.S. In addition,the Local Government agrees to
observe the requirements of Section 287.135,F.S.,for applicable sub-agreements entered into for
the performance of work under this Agreement. Pursuant to Section 287.135,F.S.,the
Department may immediately terminate this Agreement for cause if the Local Government, its
affiliates, or its subcontractors are found to have submitted a false certification; or if the Local
Government, its affiliates, or its subcontractors are placed on any applicable scrutinized
companies list or engaged in prohibited contracting activity during the term of the agreement.
As provided in Subsection 287.135(8),F.S., if federal law ceases to authorize these contracting
prohibitions then they shall become inoperative.
5. All other terms and provisions of the Loan Agreement shall remain in effect.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
3
6
This Amendment 1 to Loan Agreement SW590140 may be executed in two or more
counterparts, any of which shall be regarded as an original and all of which constitute but one
and the same instrument.
IN WITNESS WHEREOF,the Department has caused this Agreement to be executed on
its behalf by the Secretary or Designee and the Local Government has caused this Agreement to
be executed on its behalf by its Authorized Representative and by its affixed seal. The effective
date of this Agreement shall be as set forth below by the Department.
for
CITY OF SAN ORD
Ma
t)
Attest: Approved as to form and legal sufficiency:
City Clerk City Attorney
SEAL
for
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
x
WAIG
Secretary or Designee Date
4
Resolution No. 2459
A Resolution of the City of Sanford, Florida relating to the State
Revolving Fund loan program for the funding of water pollution
control facilities (Project Number SW59014); making legislative and
administrative findings; providing for legal authority; approving and
authorizing the execution and implementation of a loan application
and loan agreement, as well as other implementing documents, with
the Florida Department of Environmental Protection; providing for
the availability and establishment of pledged revenues; providing for
powers of the City Mayor, City Manager, City Clerk and City Attorney;
providing for conflicts; providing for severability and providing an
effective date.
Whereas, provisions of the Florida Statutes provide for loans to local government
agencies to finance the planning and the construction of water pollution control facilities;
and
Whereas, the administrative rules set forth in the Florida Administrative Code
require specific authorization for municipalities to apply for loans to establish pledged
revenues, that loan applicants must designate authorized representatives for certain
purposes; that loan applicants must provide assurances of compliance with loan
program requirements; and that successful loan applicants must enter into a loan
agreement with the Department of Environmental Protection; and
Whereas, the State Revolving Fund loan priority list designates a City of Sanford
project, Project Number SW59014 (hereinafter the "Project"), as eligible for available
funding; and
Whereas, the City of Sanford, Florida, intends to enter into a loan agreement
with the Florida Department of Environmental Protection under the applicable and
controlling statutory provisions and rules and other applicable law pertaining to State
Revolving Fund for financing of the Project; and
Whereas, the timing requirements relative to-the funding opportunity available to
the City of Sanford, as set forth in this Resolution, are critical and compressed; and
Whereas, the City of Sanford has enjoyed a consistently positive relationship
with the Florida Department of Environmental Protection with regard to a number of
projects and activities benefitting the public and the Department has, in conjunction with
the loan funding set forth herein, offered to provide the City with significant loan funding
for the Project; and
Whereas, the City Commission of the City of Sanford has complied with all
procedural and substantive requirements of controlling law in adopting this Resolution.
I I P a g e
Now, Therefore Be It Resolved By The City Commission Of The City Of
Sanford, Florida, As Follows:
Section 1. Findings.
The foregoing recitals (whereas clauses) are incorporated herein by reference
and adopted as legislative and administrative findings in support of the matters set forth
in this Resolution and made a part hereof.
Section 2. Legal Authority.
The City of Sanford, Florida is authorized to apply for a loan to finance the project
under applicable and controlling law to include, but not be limited to, Article V11, Section
2 of the Constitution of the State of Florida and the provisions of Chapters 166 and 403,
Florida Statutes, the City Charter of the City of Sanford and other applicable law.
Section 3. Available Revenues/Assurances.
(a). The identified pledged revenues derive from the City of Sanford
stormwater utility fees and rates are established under the controlling legal authority of
Chapter 102, Code of Ordinances of the City of Sanford, and the implementing
resolutions and actions of the City Commission, as implemented by the City Manager,
and designees, as well as other controlling legal authority. This legal authority provides
the lawful authority for the establishment of utility rates and fees by the City. The City's
pledge of pledged revenues is valid and enforceable in accordance with its terms. The
City has the right to increase rates from which pledged revenues are to be collected to
repay the Loan by adoption of an amendatory rate resolution, or resolutions, in
accordance with Chapter 102, Code of Ordinances of the City of Sanford. The
Stormwater utility fees are established by Article XIV, Chapter 102, Sections 102-565
and 102-669, Code of Ordinances of the City of Sanford, and the adoption of fee
resolutions are controlled by Section 102-567(8), Code of Ordinances of the City of
Sanford.
(b). The State of Florida statutory authority for the City of Sanford's actions
relating to the imposition and implementation of stormwater utility fees are set forth at
Section 403.0893, Florida Statutes.
Section 4. Authorized Representative Relative To Implementation Of
Agreements/FDEP Assurances.
(a). The City Manager, or written designee, is hereby designated as the
authorized representative to provide the assurances and commitments required by the
loan application, the funding of the Project and relative to the implementation of the
Project as well as to execute any and all documents relating to the loan application.
2- 1 Page
(b). In connection with implementation of the loan referenced in this Section,
the City Manager is also delegated the authority to implement the provisions of this
Resolution by any and all necessary acts that relate in any way to the matters set forth
in this Resolution.
(c). The City Manager is authorized to delegate responsibility to appropriate
City staff to carry out technical, financial, and administrative activities associated with
the loan agreement.
Section 6. Authorized Representative To Execute Agreements With
FDEP/Additional Delegations/Approval Of Agreements.
(a). The Mayor, or written designee, is hereby designated as the authorized
officer to execute the loan agreement with the Department of Environmental Protection
which agreement will become a binding obligation in accordance with its terms when
fully executed by both parties and which is hereby approved by the City Commission.
(b). The City Manager, or written designee, is hereby granted plenary
authority, to implement the agreements referenced in this Resolution and any and all
associated documents, as needed.
(c). The City Clerk, or written designee, is hereby granted plenary authority to
attest to the agreement and documents referenced in this Resolution and any and all
associated documents, as needed.
(d). All agreements and documents referenced in this Resolution and any and
all associated documents, shall be subject to legal review and approval by the City
Attorney.
Section 6. Conflicts.
All resolutions or parts of resolutions in conflict with any of the provisions of this
Resolution are hereby repealed.
Section 7. Severability.
If any Section or portions of a Section of this Resolution proves to be invalid,
unlawful, or unconstitutional, it shall not be held to invalidate or impair the validity, force,
or effect of any other Section or part of this Resolution.
Section 8. Effective Date.
This Resolution shall become effective immediately upon its passage and
adoption.
3 1 P a g e
Passed and adopted this 24th day of February, 2014.
Attest.•
Cynthia'Porter, City Clerk Jeff Trip or
For use and reliance of the Sanford
City Commission only. Approved as
to form and legality.
-Wiffiam' L. Colbert, City Attorney
41 Page
-1 77—
FINANcE DEPARTMENT
TRANSMITTAL MEMORANDUMi
To: City Clerk
FROM: Cynthia Lindsay, Finance Director
DATE: January 30, 2017
C c: City Attorney
RE: SW590140
The item(s)noted below is/are attached and forwarded to your office for the following action(s):
❑ Development Order ❑ Mayor's signature
❑ Final Plat(original mylars) ❑ Recording
❑ Letter of Credit ❑ Rendering
❑ Maintenance Bond ® Safe keeping (Vault)
❑ Ordinance ❑
❑ Performance Bond
❑ Resolution
® Mayfair County Club Lease Guaranty
Once completed,please:
❑ Return original
❑ Return copy
El
Special Instructions:
Please advise if you have any questions regarding the above.
Thank you!
LEASE GUARANTY
IGC- Mayfair Country Club, LLC ("Lessee"), a direct or indirect owner, subsidiary or affiliate of City of Sanford, Florida ("Guarantor'),
intends to enter into a leasing arrangement or agreement("Lease") with Summit Funding Group, Inc. or one of its direct or indirect
subsidiaries or affiliates("Lessor'). Guarantor represents and warrants to Lessor that Guarantor has a substantial financial interest in
Lessee and believes that the execution and delivery of the Lease is in the best interests of Guarantor and Lessee.As an inducement
for Lessor to enter into the Lease, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor and Lessor enter into this Guaranty("Guaranty")on the following terms and conditions:
1. Guaranty. Guarantor absolutely, irrevocably, continuously, and unconditionally guarantees to Lessor(i)the full and
prompt payment of any and all amounts now and hereafter due from Lessee to Lessor under the Lease and the documents and
agreements related thereto, and(ii)the full and prompt performance of, accuracy of, and compliance with all of the terms, conditions,
representations,warranties, covenants, and obligations now and hereafter applicable to Lessee under the Lease and the documents
and agreements related thereto, all without regard to the validity, enforceability, or regularity thereof, regardless of their kind or
nature, and regardless of when or how such amounts or obligations become due, including, but not limited to, obligations owed at
maturity, upon default, by acceleration, or otherwise (collectively referred to herein as the "Guaranteed Obligations"). Guarantor's
obligations under this Guaranty are not subject to offset or counterclaim for any reason whatsoever, are absolute and unconditional,
and will continue in full force and effect until terminated as set forth herein. This Guaranty is a continuing guaranty of payment and
not of collection. Except as specifically set forth herein, Guarantor's obligations under this Guaranty will not be released, discharged,
affected, modified, or impaired by any event or occurrence whatsoever. As used herein, "Lease" means the Lease as originally
entered into and as modified, amended, extended, or renewed. The obligations of the Guarantor are limited to that which is permitted
under controlling law.
2. Waiver. Guarantor waives in full notice of acceptance of this Guaranty, as well as any and all demands,
presentments, notices of protest, and notices of any kind or nature, including, but not limited to, those of any action or non-action by
Lessor, Lessee, or any other person or entity. Upon default by Lessee, Lessor may proceed directly and at once, without notice,
against Guarantor to collect and recover the full amount of Guaranteed Obligations due under the Lease,without proceeding against
Lessee or any other person or entity, foreclosing upon, selling, or otherwise disposing of the leased equipment, or collecting accrued
rentals or other accrued payments. Guarantor waives the right to require Lessor to proceed against Lessee or to pursue any other
remedy, and Guarantor waives the pleading of any statute of limitations as a defense. Guarantor assumes the responsibility for
keeping itself informed of the financial condition of Lessee and any and all endorsers and other guarantors of any instrument or
document evidencing all or any part of the Guaranteed Obligations and of all other circumstances bearing upon the risk of
nonpayment or nonperformance of the Guaranteed Obligations or any part thereof that diligent inquiry would reveal. Lessor shall
have no duty to advise Guarantor of information known to Lessor regarding such condition or any such circumstance. Lessor shall
have full power to modify, amend, cancel, renew,or extend the Lease, and to grant consents and waivers of the terms and conditions
thereof, without in any way diminishing, releasing, or discharging the liability of Guarantor hereunder. No payments made by or on
behalf of Guarantor shall be deemed to discharge or diminish the continuing liability of Guarantor hereunder, unless and until written
notice is given to Lessor that such payments are at the time thereof being made for the purpose of liquidating such liability. The
obligations of the Guarantor are limited to that which is permitted under controlling law.
3. Representations and Warranties. Guarantor represents and warrants to Lessor that (i) Guarantor is duly
organized, validly existing, and in good standing under the laws of its jurisdiction of organization, (ii) this Guaranty constitutes the
legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the
enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or limiting creditors' rights generally, (iii)the execution and delivery of this Guaranty, and the performance of Guarantor's
obligations hereunder, do not, directly or indirectly (with or without notice or lapse of time) (A) breach any provision of Guarantor's
governing documents or any resolution adopted by the shareholders, members, partners, directors, or managers of Guarantor, (B)
violate or contravene applicable law, (C) require the consent or approval of any person or entity, or (D) result in the creation or
imposition of any lien or encumbrance on any property or asset of Guarantor, except in favor of Lessor, and(iv)there is no action or
proceeding pending before any court or governmental entity that adversely and materially affects the condition(financial or otherwise)
of Guarantor or any of its properties or assets.
4. Financial Statements. As soon as available, and no later than 90 days after the end of Guarantor's fiscal year,
Guarantor shall provide or make available to Lessor Guarantor's financial statements for the preceding fiscal year, all as prepared in
accordance with U.S. generally accepted accounting principles, or its international equivalent if applicable, and such additional
information as Lessor may reasonably request. This obligation is limited to providing existing public records.
5. Termination. Guarantor's obligations under this Guaranty shall continue in full force and effect until payment and
performance of the Guaranteed Obligations have been discharged in full and any and all leasing agreements and arrangements
between Lessor and Lessee have been terminated.
6. Miscellaneous.
(a) Guarantor represents and warrants to Lessor that Guarantor has had an opportunity to review all
Agreement forms and other information requested by Guarantor.
(b) Guarantor will pay all of the costs, expenses, and fees, including, but not limited to, all attorneys' fees,
incurred by Lessor in enforcing or attempting to enforce this Guaranty, whether the same is enforced by suit or otherwise, and all
amounts recoverable by law, including, but not limited to, interest on any unpaid amounts due under this Guaranty.
(c) If a person or entity guarantees the Guaranteed Obligations pursuant to an agreement or arrangement
substantially similar to this Guaranty, then the obligations of Guarantor and such other persons and entities shall be joint and several
subject to the provisions of this document.
(d) Any proceeding arising out of or relating to this Guaranty shall be brought in the courts of Hamilton
County, Ohio or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Ohio, and each
party hereto irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may
now or hereafter have to venue or to convenience of forum, and agrees that all claims in respect of such proceeding shall be heard
and determined only in any such court.
(e) EACH PARTY HERETO WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING
OUT OF OR RELATING TO THIS GUARANTY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT,TORT, OR OTHERWISE.
(f) The rights and remedies of the parties to this Guaranty are cumulative and not alternative. No failure,
delay, or single or partial exercise of any right, power, or privilege by any party under this Guaranty will operate as a waiver of such
right, power, or privilege or will preclude any other or further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law, (i)no claim or right arising out of this Guaranty can be
discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other
party, (ii) no waiver that may be given by a party will be applicable except in the specific instance for which it is given, and (iii) no
notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in this Guaranty.
(g) This Guaranty supersedes all prior agreements, whether written or oral, between or among the parties
with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the
parties with respect to its subject matter.
(h) This Guaranty may not be amended, supplemented, or otherwise modified except by a written agreement
executed by the party to be charged with the amendment.
(i) No party may assign any of its rights or delegate any of its obligations under this Guaranty without the
prior written consent of the other party, except that Lessor may assign any of its rights and delegate any of its obligations under this
Guaranty to any direct or indirect subsidiary or affiliate of Lessor and may collaterally assign its rights hereunder to any person or
entity providing financing in connection with the Lease. Subject to the preceding sentence,this Guaranty will apply to, be binding in
all respects upon, and inure to the benefit of the heirs, successors, and permitted assigns of the parties. Nothing expressed or
referred to in this Guaranty will be construed to give any person or entity other than the parties to this Guaranty any legal or equitable
right, remedy,or claim under or with respect to this Guaranty or any provision of this Guaranty,except such rights as shall inure to an
heir,successor,or permitted assignee pursuant to this paragraph.
0) If any provision of this Guaranty is held invalid or unenforceable by any court of competent jurisdiction,the
other provisions of this Guaranty will remain in full force and effect. Any provision of this Guaranty held invalid or unenforceable only
in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
(k) This Guaranty will be governed by and construed under the laws of the State of Ohio without regard to
conflicts-of-laws principles that would require the application of any other law.
(1) This Guaranty may be executed in one or more counterparts, each of which will be deemed to be an
original copy of this Guaranty and all of which,when taken together,will be deemed to constitute one and the same agreement. The
exchange of copies of this Guaranty and of signature pages by fax or e-mail shall constitute effective execution and delivery of this
Guaranty as to the parties and may be used in lieu of the original for all purposes. Signatures of the parties transmitted by fax or e-
mail shall be deemed to be original signatures for all purposes.
IN WITNESS WHEREOF, the unde I
igned have executed this Guaranty effective as of the date first set forth below.
Company Name
Cityof Sanford,Florida
Authorized Signature
X
Print Name
Jeff Triplett
Title
Mayor
Dated /
ACKNOWLEDGED AND AGREED:
SUMMIT VUNDINGPROUP, INC.
Y
Nam % A
Titl G°
Attest:
Cynthia"Porter
City Clerk
0�
As approvedito legality only:
iam L. Colbert / 0fj t f 1 �,)�
CityyAttorney �/ '" '`�
C
INCUMBENCY CERTIFICATE
1210912016
The undersigned certifies as follows:
I am a duly elected and qualified officer of City of Sanford,Florida(*Company").
In that capacity 1 am familiar with the Company's books and records. The following individuals named below hold the positions
set forth next to their names. Additionally,said individuals have corporate authority to execute contracts and equipment lease
agreements on behalf of the Company. 1 further certify that I am familiar with the signatures of said individuals and that the
signatures set forth adjacent to names are the true and correct signatures of said individuals.
NAME OFFICE SIGN,ATUR
1 Pi t 07NAME MaterJeffPRINTTITi E ' SIGN,HEEtE a.
IN WITNESS WHEREOF, I have executed this Incumbency Certificate effective as of the date fi set f above.
�' n � OFFtCERSIGN.
By: {d
Cynthia Porter oFFIcERewrrri,4
Name: y
Title. City Clerk
Corporate Seal