1849 SRF DW590190 Loan AgrmtTo: City Clerk
RE: Request for Services
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
NPIP
J
a
Development Order
Final Plat (original mylars)
Letter of Credit
Maintenance Bond
Ordinance
Performance Bond
Resolution
,5-6F DLJS01-70 C, -
Once completed, please:
❑ Return original
❑ Return copy
Special Instructions:
❑ Mayor's signature
❑ Recording
❑ Rendering
Safekeeping (Vault)
Please advise if you have any questions regarding the above.
Thank you!
From
T:\Dept_forms\City Clerk Transmittal Memo - 2009.doc
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CERTIFIED MAIL - RETURN RECEIPT REQUESTED
J UN 14 2017
Mr. William M. Marcous
Interim Utilities Director
City of Sanford
Post Office Box 1877
Sanford, Florida 32772
Re: DW590190 — Sanford
Treatment Plant Rehabilitation
Dear Mr. Marcous:
Rick Scott
Governor
Carlos Lopez-Cantera
Lt. Governor
Noah Valenstein
Secretary
We are pleased to provide State Revolving Fund financial assistance for your brief project
description. One original of the fully executed loan agreement is enclosed. To draw money
under the agreement, please call Carleen Pruyn at (850)245-2932 for assistance in completing a
disbursement request. Please note that the Special Conditions listed in Section 10.08 of the
Agreement must be provided before any funds can be released.
We congratulate you and your staff on your efforts and are pleased that we can work with you on
this project.
Sincerely,
Ange Knecht, Program Administrator
State Revolving Fund Management
AK/ms
Enclosure
cc: Norton N. Bonaparte, Jr. — City of Sanford
www. dep. state. fl. us
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
AND
CITY OF SANFORD, FLORIDA
DRINKING WATER STATE REVOLVING FUND
rgl-730 :_ _"_ _ U -13 ►, I
DW590190
Florida Department of Environmental Protection
State Revolving Fund Program
Marjory Stoneman Douglas Building
3900 Commonwealth Boulevard, MS 3505
Tallahassee, Florida 32399-3000
DRINKING WATER STATE REVOLVING FUND PRECONSTRUCTION LOAN AGREEMENT
CONTENTS PAGE
ARTICLE I - DEFINITIONS
1.01. WORDS AND TERMS.
1.02. CORRELATIVE WORDS.
ARTICLE II - WARRANTIES, REPRESENTATIONS AND COVENANTS
2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS.
2.02. LEGAL AUTHORIZATION.
2.03. AUDIT AND MONITORING REQUIREMENTS.
ARTICLE III - LOAN REPAYMENT ACCOUNT
3.01. LOAN DEBT SERVICE ACCOUNT.
3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS.
3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS.
3.04. ASSETS HELD IN TRUST.
ARTICLE IV - PROJECT INFORMATION
4.01. PROJECT CHANGES.
4.02. TITLE TO PROJECT SITE.
4.03. RESERVED.
4.04. RESERVED.
4.05. RESERVED.
4.06. COMPLETION MONEYS.
4.07. CLOSE-OUT.
4.08. DISBURSEMENTS.
4.09. ADVANCE PAYMENT.
ARTICLE V - RATES AND USE OF THE WATER AND SEWER SYSTEMS
5.01. RATE COVERAGE.
5.02. NO FREE SERVICE.
5.03. MANDATORY CONNECTIONS.
5.04. NO COMPETING SERVICE.
5.05. MAINTENANCE OF THE WATER AND SEWER SYSTEMS.
5.06. ADDITIONS AND MODIFICATIONS.
5.07. COLLECTION OF REVENUES.
ARTICLE VI - DEFAULTS AND REMEDIES
6.01. EVENTS OF DEFAULT.
6.02. REMEDIES.
6.03. DELAY AND WAIVER.
ARTICLE VII - THE PLEDGED REVENUES
7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT.
7.02. ADDITIONAL DEBT OBLIGATIONS.
ARTICLE VIII - GENERAL PROVISIONS
8.01. DISCHARGE OF OBLIGATIONS.
8.02. PROJECT RECORDS AND STATEMENTS.
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DRINKING WATER STATE REVOLVING FUND PRECONSTRUCTION LOAN AGREEMENT
CONTENTS PAGE
8.03. ACCESS TO PROJECT SITE.
8.04. ASSIGNMENT OF RIGHTS UNDER AGREEMENT.
8.05. AMENDMENT OF AGREEMENT.
8.06. ANNULMENT OF AGREEMENT.
8.07. SEVERABILITY CLAUSE.
8.08. USE AS MATCHING FUNDS.
ARTICLE IX - RESERVED
ARTICLE X - DETAILS OF FINANCING
10.01. PRINCIPAL AMOUNT OF LOAN.
10.02. LOAN SERVICE FEE.
10.03. INTEREST RATE.
10.04. LOAN TERM.
10.05. REPAYMENT SCHEDULE.
10.06. PROJECT COSTS.
10.07. SCHEDULE.
10.08. SPECIAL CONDITION.
ARTICLE XI - EXECUTION OF AGREEMENT
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DRINKING WATER STATE REVOLVING FUND
LOAN AGREEMENT
DW590190
THIS AGREEMENT is executed by the STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (Department) and the CITY OF SANFORD, FLORIDA,
(Project Sponsor) existing as a local governmental entity under the laws of the State of Florida.
Pursuant to Section 403.8532, Florida Statutes, the Department is authorized to make loans to
finance the planning, design and finance or refinance the construction of public water systems;
and
The Project Sponsor has applied for financing of Preconstruction Activities, and the Department
has determined that all requirements for a Loan have been met.
In consideration of the Department loaning money to the Project Sponsor, in the principal
amount and pursuant to the covenants hereinafter set forth, it is agreed as follows:
ARTICLE I - DEFINITIONS
1.01. WORDS AND TERMS.
Words and terms used herein shall have the meanings set forth below:
(1) "Agreement" or "Loan Agreement" shall mean this agreement.
(2) "Authorized Representative" shall mean the official of the Project Sponsor
authorized by ordinance or resolution to sign documents associated with the Loan.
(3) "Capitalized Interest" shall mean the interest accruing on Loan proceeds from the
time of disbursement until six months before the first Semiannual Loan Payment is due.
Capitalized Interest is financed as part of the Loan principal.
(4) "Construction Related Costs" shall mean costs for allowable construction,
equipment, materials, demolition, land, contingency, and technical services after construction bid
opening, and Capitalized Interest associated with the foregoing costs.
(5) "Depository" shall mean a bank or trust company, having a combined capital and
unimpaired surplus of not less than $50 million, authorized to transact commercial banking or
savings and loan business in the State of Florida and insured by the Federal Deposit Insurance
Corporation.
(6) "Gross Revenues" shall mean all income or earnings received by the Project Sponsor
from the ownership or operation of its Water and Sewer Systems, including investment income,
all as calculated in accordance with generally accepted accounting principles. Gross Revenues
shall not include proceeds from the sale or other disposition of any part of the Water or Sewer
1
System, condemnation awards or proceeds of insurance, except use and occupancy or business
interruption insurance, received with respect to the Water or Sewer System.
(7) "Loan" shall mean the amount of money to be loaned pursuant to this Agreement
and subsequent amendments.
(8) "Loan Application" shall mean the completed form which provides all information
required to support obtaining loan financial assistance from the Department.
(9) "Loan Debt Service Account" shall mean an account, or a separately identified
component of a pooled cash or liquid account, with a Depository established by the Project
Sponsor for the purpose of accumulating Monthly Loan Deposits and making Semiannual Loan
Payments.
(10) "Loan Service Fee" shall mean an origination fee which shall be paid to the
Department by the Project Sponsor.
(11) "Monthly Loan Deposit" shall mean the monthly deposit to be made by the Project
Sponsor to the Loan Debt Service Account.
(12) "Operation and Maintenance Expense" shall mean the costs of operating and
maintaining the Water and Sewer Systems determined pursuant to generally accepted accounting
principles, exclusive of interest on any debt payable from Gross Revenues, depreciation, and any
other items not requiring the expenditure of cash.
(13) "Pledged Revenues" shall mean the specific revenues pledged as security for
repayment of the Loan and shall be the Gross Revenues derived yearly from the operation of the
Water and Sewer Systems after payment of the Operation and Maintenance Expense and the
satisfaction of all yearly payment obligations on account of the Senior Revenue Obligations and
any senior obligations issued pursuant to Section 7.02 of this Agreement.
(14) "Preconstruction Activities" shall mean the planning, administrative, and
engineering work necessary for the Project Sponsor to qualify for a Drinking Water State
Revolving Fund loan to finance construction of drinking water facilities. Preconstruction
milestones are listed in Section 10.07.
(15) "Project" shall mean the construction of facilities planned and designed through the
Preconstruction Activities and financed by an amendment to this Agreement. The Project shall
be defined more specifically when the Agreement is amended.
(16) "Semiannual Loan Payment" shall mean the payment due from the Project Sponsor
to the Department at six-month intervals.
(17) "Senior Revenue Obligations" shall mean the following debt obligations:
(a) City of Sanford, Florida, Utility System Revenue Note, Series 2010, issued in the
amount of $14,720,000, pursuant to Resolution No. 1944, as supplemented by Resolution No.
2178; and
2
(b) Any refunding bonds issued to refund the obligations identified above provided such
bonds shall not increase annual debt service during the repayment period of this Loan.
(18) "Sewer System" shall mean all facilities owned by the Project Sponsor for
collection, transmission, treatment and reuse of wastewater and its residuals.
(19) "Water System" shall mean all facilities owned by the Project Sponsor for supplying
and distributing water for residential, commercial, industrial, and governmental use.
1.02. CORRELATIVE WORDS.
Words of the masculine gender shall be understood to include correlative words of the
feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall
include the plural and the word "person" shall include corporations and associations, including
public bodies, as well as natural persons.
ARTICLE 11- WARRANTIES, REPRESENTATIONS AND COVENANTS
2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS.
The Project Sponsor warrants, represents and covenants that:
(1) The Project Sponsor has full power and authority to enter into this Agreement and to
comply with the provisions hereof.
(2) The Project Sponsor currently is not the subject of bankruptcy, insolvency, or
reorganization proceedings and is not in default of, or otherwise subject to, any agreement or any
law, administrative regulation, judgment, decree, note, resolution, charter or ordinance which
would currently restrain or enjoin it from entering into, or complying with, this Agreement.
(3) There is no material action, suit, proceeding, inquiry or investigation, at law or in
equity, before any court or public body, pending or, to the best of the Project Sponsor's
knowledge, threatened, which seeks to restrain or enjoin the Project Sponsor from entering into
or complying with this Agreement.
(4) The Project Sponsor knows of no reason why any future required permits or
approvals associated with the Project are not obtainable.
(5) The Project Sponsor shall undertake the Project on its own responsibility, to the
extent permitted by law.
(6) To the extent permitted by law, the Project Sponsor shall release and hold harmless
the State, its officers, members, and employees from any claim arising in connection with the
Project Sponsor's actions or omissions in its planning, engineering, administrative, and
construction activities financed by this Loan or its operation of the Project.
(7) All Project Sponsor representations to the Department, pursuant to the Loan
Application and Agreement, were true and accurate as of the date such representations were
3
made. The financial information delivered by the Project Sponsor to the Department was current
and correct as of the date such information was delivered. The Project Sponsor shall comply
with Chapter 62-552, Florida Administrative Code, and all applicable State and Federal laws,
rules, and regulations which are identified in the Loan Application or Agreement. To the extent
that any assurance, representation, or covenant requires a future action, the Project Sponsor shall
take such action as is necessary for compliance.
(8) The Project Sponsor shall maintain records using Generally Accepted Governmental
Accounting Standards established by the Governmental Accounting Standards Board. As part of
its bookkeeping system, the Project Sponsor shall keep accounts of the Water and Sewer
Systems separate from all other accounts and it shall keep accurate records of all revenues,
expenses, and expenditures relating to the Water and Sewer Systems, and of the Pledged
Revenues, Loan disbursement receipts, and Loan Debt Service Account.
(9) In the event the anticipated Pledged Revenues are shown by the Project Sponsor's
annual budget to be insufficient to make the Semiannual Loan Payments for such Fiscal Year
when due, the Project Sponsor shall include in such budget other legally available non -ad
valorem funds which will be sufficient, together with the Pledged Revenues, to make the
Semiannual Loan Payments. Such other legally available non -ad valorem funds shall be
budgeted in the regular annual governmental budget and designated for the purpose provided by
this Subsection, and the Project Sponsor shall collect such funds for application as provided
herein. The Project Sponsor shall notify the Department immediately in writing of any such
budgeting of other legally available non -ad valorem funds. Nothing in this covenant shall be
construed as creating a pledge, lien, or charge upon any such other legally available non -ad
valorem funds; requiring the Project Sponsor to levy or appropriate ad valorem tax revenues; or
preventing the Project Sponsor from pledging to the payment of any bonds or other obligations
all or any part of such other legally available non -ad valorem funds.
(10) Each year, beginning three months before the first Semiannual Loan Payment and
ending with the year during which the final Loan repayment is made, the Project Sponsor's
Authorized Representative or its chief financial officer shall submit, pursuant to the schedule
established in Section 10.07, a certification that: (a) Pledged Revenue collections satisfy the rate
coverage requirement; (b) the Loan Debt Service Account contains the funds required; and (c)
insurance in effect for the facilities generating the Pledged Revenues adequately covers the
customary risks to the extent that such insurance is available.
(11) Pursuant to Section 216.347 of the Florida Statutes, the Project Sponsor shall not use
this Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a
State agency.
(12) The Project Sponsor agrees to complete the Preconstruction Activities and, upon
inclusion by an amendment to this Agreement, the Project, in accordance with the
Preconstruction Activities schedule set forth in Section 10.07 and a Project schedule added by
amendment to this Agreement. Delays incident to strikes, riots, acts of God, and other events
beyond the reasonable control of the Project Sponsor are excepted. However, there shall be no
resulting diminution or delay in the Semiannual Loan Payment or the Monthly Loan Deposit.
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(13) The Project Sponsor covenants that this Agreement is entered into for the purpose of
completing planning, engineering, and administrative activities in order to construct facilities
which will, in all events serve a public purpose. The Project Sponsor covenants that it will,
under all conditions, complete and operate the Project to fulfill the public need.
2.02. LEGAL AUTHORIZATION.
Upon signing this Agreement, the Project Sponsor's legal counsel hereby expresses the
opinion, subject to laws affecting the rights of creditors generally, that:
(1) This Agreement has been duly authorized by the Project Sponsor and shall constitute
a valid and legal obligation of the Project Sponsor enforceable in accordance with its terms upon
execution by both parties; and
(2) This Agreement specifies the revenues pledged for repayment of the Loan, and the
pledge is valid and enforceable.
2.03. AUDIT AND MONITORING REQUIREMENTS.
The Project Sponsor agrees to the following audit and monitoring requirements.
(1) The financial assistance authorized pursuant to this Loan Agreement consists of the
following:
State Resources Awarded to the Project Sponsor Pursuant to this Agreement Consist of the
Following:
State
CSFA Title or
State
Program
CSFA
Fund Source
Funding
Appropriation
Number
Funding Source
Number
Description
Amount
Category
Original
Drinking Water
. Drinking
Revolving Loan
37.076
Water Facility
$240,000
140129
Agreement
TF
Construction
(2) Audits.
(a) In the event that the Project Sponsor expends a total amount of state financial
assistance equal to or in excess of $750,000 in any fiscal year of such Project Sponsor, the
Project Sponsor must have a State single or project -specific audit for such fiscal year in
accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial
Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit
organizations), Rules of the Auditor General. In determining the state financial assistance
expended in its fiscal year, the Project Sponsor shall consider all sources of state financial
assistance, including state financial assistance received from the Department of Environmental
Protection, other state agencies, and other nonstate entities. State financial assistance does not
include Federal direct or pass-through awards and resources received by a nonstate entity for
Federal program matching requirements.
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(b) In connection with the audit requirements addressed in the preceding paragraph (a);
the Project Sponsor shall ensure that the audit complies with the requirements of Section
215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined
by Section 215.97(2), Florida Statutes, and Chapters 10.550 (local governmental entities) or
10.650 (nonprofit and for-profit organizations), Rules of the Auditor General.
(c) If the Project Sponsor expends less than $750,000 in state financial assistance in its
fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida
Statutes, is not required. The Project Sponsor shall inform the Department of findings and
recommendations pertaining to the State Revolving Fund in audits conducted by the Project
Sponsor in which the $750,000 threshold has not been met. In the event that the Project Sponsor
expends less than $750,000 in state financial assistance in its fiscal year, and elects to have an
audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of
the audit must be paid from the non -state entity's resources (i.e., the cost of such an audit must
be paid from the Project Sponsor's resources obtained from other than State entities).
(d) The Project Sponsor is hereby advised that the Florida Single Audit Act
Requirements may further apply to lower tier transactions that may be a result of this Agreement.
For information regarding the Florida Catalog of State Financial Assistance (CSFA), a Project
Sponsor should access the Florida Single Audit Act website located at https://apps.fldfs.com/fsaa
for assistance. In addition to the above websites, the following websites may be accessed for
information: Legislature's Website at http://www.leg.state.fl.us/Welcome/index.cfm, State of
Florida's website at http://www.myflorida.com/. Department of Financial Services' Website at
http://www.fldfs.com/ and the Auditor General's Website at btip://www.myflorida.com/audgen.
(e) The Project Sponsor should confer with its chief financial officer, audit director or
contact the Department for assistance with questions pertaining to the applicability of these
requirements.
(3) Report Submission.
(a) Copies of financial reporting packages shall be submitted by or on behalf of the
Project Sponsor directly to each of the following:
(i) The Department at one of the following addresses:
By Mail:
Audit Director
Florida Department of Environmental Protection
Office of the Inspector General
3900 Commonwealth Boulevard, MS 40
Tallahassee, Florida 32399-3123
Electronically:
FDEPSingleAudit@dep.state.fl.us
(ii) The Auditor General's Office at the following address:
State of Florida Auditor General
Room 401, Claude Pepper Building
111 West Madison Street
Tallahassee, Florida 32399-1450
(iii) Copies of reports or management letters shall be submitted by or on behalf of the
Project Sponsor directly to the Department at either of the following address:
By Mail:
Audit Director
Florida Department of Environmental Protection
Office of the Inspector General
3900 Commonwealth Boulevard, MS 40
Tallahassee, Florida 32399-3123
Electronically:
FDEPSingleAudit@dep.state.fl.us
(a) Any reports, management letters, or other information required to be submitted to
the Department pursuant to this Agreement shall be submitted timely in accordance with Florida
Statutes, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit
organizations), Rules of the Auditor General, as applicable.
(b) Project Sponsors, when submitting financial reporting packages to the Department
for audits done in accordance with Chapters 10.550 (local governmental entities) or 10.650
(nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date
that the reporting package was delivered to the Project Sponsor in correspondence accompanying
the reporting package.
(4) Project -Specific Audit.
Within 12 months after the amendment establishing final Project costs, the Project
Sponsor shall submit to the Department a Project -specific audit report for the Loan related
revenues and expenditures. The audit shall address Loan disbursements received, Project
expenditures, and compliance with Loan Agreement covenants. The Project Sponsor shall cause
the auditor to notify the Department immediately if anything comes to the auditor's attention
during the examination of records that would constitute a default under the Loan Agreement.
The audit findings shall set aside or question any costs that are unallowable under Chapter 62-
552, Florida Administrative Code. A final determination of whether such costs are allowed shall
be made by the Department.
(5) Record Retention.
The Project Sponsor shall retain sufficient records demonstrating its compliance with the
terms of this Agreement for a period of five years from the date the audit report is issued, and
shall allow the Department, or its designee, Chief Financial Officer, or Auditor General access to
such records upon request. The Project Sponsor shall ensure that audit working papers are made
available to the Department, or its designee, Chief Financial Officer, or Auditor General upon
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request for a period of five years from the date the audit report is issued, unless extended in
writing by the Department.
The Project Sponsor is hereby advised that the Florida Single Audit Act Requirements
may further apply to lower tier transactions that may be a result of this Agreement.
The Project Sponsor should confer with its chief financial officer, audit director or
contact the Department for assistance with questions pertaining to the applicability of these
requirements.
(6) Monitoring.
In addition to reviews of audits conducted in accordance with Section 215.97, F.S., as
revised monitoring procedures may include, but not be limited to, on-site visits by Department
staff and/or other procedures. By entering into this Agreement, the Project Sponsor agrees to
comply and cooperate with any monitoring procedures/processes deemed appropriate by the
Department of Environmental Protection. In the event the Department of Environmental
Protection determines that a limited scope audit of the Project Sponsor is appropriate, the Project
Sponsor agrees to comply with any additional instructions provided by the Department to the
Project Sponsor regarding such audit. The Project Sponsor further agrees to comply and
cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief
Financial Officer or Auditor General.
ARTICLE III - LOAN REPAYMENT ACCOUNT
3.01. LOAN DEBT SERVICE ACCOUNT.
The Project Sponsor shall establish a Loan Debt Service Account with a Depository and
begin making Monthly Loan Deposits no later than the date set forth for such action in
Section 10.07 of this Agreement.
Beginning six months prior to each Semiannual Loan Payment, the Project Sponsor shall
make six Monthly Loan Deposits. The first five deposits each shall be at least equal to one-sixth
of the Semiannual Loan Payment. The sixth Monthly Loan Deposit shall be at least equal to the
amount required to make the total on deposit in the Loan Debt Service Account equal to the
Semiannual Loan Payment amount, taking into consideration investment earnings credited to the
account pursuant to Section 3.02.
Any month in which the Project Sponsor fails to make a required Monthly Loan Deposit,
the Project Sponsor's chief financial officer shall notify the Department of such failure. In
addition, the Project Sponsor agrees to budget, by amendment if necessary, payment to the
Department from other legally available non -ad valorem funds all sums becoming due before the
same become delinquent. This requirement shall not be construed to give superiority to the
Department's claim on any revenues over prior claims of general creditors of the Project
Sponsor, nor shall it be construed to give the Department the power to require the Project
Sponsor to levy and collect any revenues other than Pledged Revenues.
3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS.
Moneys on deposit in the Loan Debt Service Account shall be invested pursuant to the
laws of the State of Florida. Such moneys may be pooled for investment purposes. The maturity
or redemption date of investments shall be not later than the date upon which such moneys may
be needed to make Semiannual Loan Payments. The investment earnings shall be credited to the
Loan Debt Service Account and applied toward the Monthly Loan Deposit requirements.
3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS.
The withdrawal of moneys from the Loan Debt Service Account shall be for the sole
purpose of making the Semiannual Loan Payment or for discharging the Project Sponsor's
obligations pursuant to Section 8.01.
3.04. ASSETS HELD IN TRUST.
The assets in all accounts created under this Loan Agreement shall be held in trust for the
purposes provided herein and used only for the purposes and in the manner prescribed in this
Agreement; and, pending such use, said assets shall be subject to a lien and charge in favor of the
Department.
ARTICLE IV - PROJECT INFORMATION
4.01. PROJECT CHANGES.
After the Department's environmental review has been completed, the Project Sponsor
shall promptly notify the Department, in writing, of any Project change that would require a
modification to the environmental information document.
4.02. TITLE TO PROJECT SITE.
No later than the date established by Section 10.07, the Project Sponsor shall have an
interest in real property sufficient for the construction and location of any facility planned and
designed through Preconstruction Activities free and clear of liens and encumbrances which
would impair the usefulness of such sites for the intended use. If a limited site title certification
is accepted at that date, the Department shall establish a date for submittal of a clear site title
certification by amendment.
4.03. RESERVED.
4.04. RESERVED.
4.05. RESERVED.
4.06. COMPLETION MONEYS.
The Department covenants that loan funds to finance Construction Related Costs will be
made available to the Project Sponsor at no greater than the interest rate set forth in Section
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10.03 provided the Project Sponsor complies with the schedule in Section 10.07, requests and
obtains a ranking of the Construction Related Costs on the fundable portion of the Department's
construction loan priority list, and submits a complete Loan Application. If the Project Sponsor
does not complete the Preconstruction Activities by the date specified in Section 10.07, the
commitment to finance Construction Related Costs at no greater than the interest rate specified in
Section 10.03 shall be terminated.
In addition to the proceeds of this or subsequent Loans, the Project Sponsor covenants
that it has obtained, or will obtain, sufficient moneys from other sources to complete the
Preconstruction Activities. The Project Sponsor also covenants that if additional Loan financing
is provided for Construction Related Costs by amendment of this Agreement, it will obtain,
sufficient moneys from other sources as necessary to complete the Project.
4.07. CLOSE-OUT.
The Department shall conduct a final inspection of the Project records, or the
Preconstruction Activities records if this Agreement is not amended to fund Construction Related
Costs. Following the inspection, deadlines for submitting additional disbursement requests, if
any, shall be established, along with deadlines for uncompleted Loan requirements, if any.
Deadlines shall be incorporated into the Loan Agreement by amendment. After the Department
establishes the final costs to be financed by the Loan, the itemized costs will be adjusted by
amendment. The Loan principal shall be reduced by any excess over the amount required to pay
all approved costs. As a result of such adjustment, the Semiannual Loan Payment shall be
reduced accordingly, as addressed in Section 10.05.
4.08. DISBURSEMENTS.
Under the provisions of 216.181, Florida Statutes, this Agreement allows for funds to be
advanced to the Project Sponsor for allowable costs. Disbursements shall be made directly to the
Project Sponsor 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 Project Sponsor for disbursements of the preconstruction funds shall be
made using the Department's disbursement request form. One-half of the administrative and
planning allowances shall be disbursed on request of the Project Sponsor after the Loan
Agreement is executed. The remaining one-half of the administrative and planning allowances
and the initial one-half of the engineering allowance shall be disbursed on request of the Project
Sponsor after the Department has completed the environmental review. The remaining one-half
of the engineering allowance shall be disbursed on request of the Project Sponsor after the
completed plans and specifications have been accepted by the Department. 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:
Fi7
Milestone Event
Loan Agreement executed
Department completion of environmental review (requires
completion of facilities planning)
Department acceptance of plans and specifications
Total
4.09. ADVANCE PAYMENT.
Amount
$ 45,000
120,000
75,000
$ 240,000
In accordance with Section 216.181(16)(b), Florida Statutes, the Department, upon
written request from the Project Sponsor, the Advance Payment Justification Form and written
approval from the State's Chief Financial Officer, if applicable, may provide an advance to the
Project Sponsor. The Project Sponsor 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 Project Sponsor shall be
notified, in writing, by the Department regarding the additional requirements. Prior to releasing
any advanced funds, the Project Sponsor shall be required to provide a written acknowledgement
to the Department of the Authority's acceptance of the terms imposed by the State's Chief
Financial Officer for release of the funds. If advance payment is authorized, the Project Sponsor
shall be responsible for submitting the information requested in the Interest Earned
Memorandum to the Department quarterly.
ARTICLE V - RATES AND USE OF THE WATER AND SEWER SYSTEMS
5.01. RATE COVERAGE.
The Project Sponsor shall maintain rates and charges for the services furnished by the
Water and Sewer Systems which will be sufficient to provide, in each Fiscal Year, Pledged
Revenues equal to or exceeding 1.15 times the sum of the Semiannual Loan Payments due in
such Fiscal Year. In addition, the Project Sponsor shall satisfy the coverage requirements of all
Senior Revenue Obligations and parity debt obligations.
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5.02. NO FREE SERVICE.
The Project Sponsor shall not permit connections to, or furnish any services afforded by,
the Water or Sewer System without making a charge therefore based on the Project Sponsor's
uniform schedule of rates, fees, and charges.
5.03. MANDATORY CONNECTIONS.
The Project Sponsor shall adopt, as necessary, and enforce requirements, consistent with
applicable laws, for the owner, tenant or occupant of each building located on a lot or parcel of
land which is served, or may reasonably be served, by the Sewer System to connect such
building to the Sewer System.
5.04. NO COMPETING SERVICE.
The Project Sponsor shall not allow any person to provide any services which would
compete with the Water or Sewer System so as to adversely affect Gross Revenues.
5.05. MAINTENANCE OF THE WATER AND SEWER SYSTEMS.
The Project Sponsor shall operate and maintain the Water and Sewer Systems in a proper,
sound and economical manner and shall make all necessary repairs, renewals and replacements.
5.06. ADDITIONS AND MODIFICATIONS.
The Project Sponsor may make any additions, modifications or improvements to the
Water and Sewer Systems which it deems desirable and which do not materially reduce the
operational integrity of any part of the Water or Sewer System. All such renewals, replacements,
additions, modifications and improvements shall become part of the Water and Sewer Systems.
5.07. COLLECTION OF REVENUES.
The Project Sponsor shall use its best efforts to collect all rates, fees and other charges
due to it. The Project Sponsor shall establish liens on premises served by the Water or Sewer
System for the amount of all delinquent rates, fees and other charges where such action is
permitted by law. The Project Sponsor shall, to the full extent permitted by law, cause to
discontinue the services of the Water and Sewer Systems and use its best efforts to shut off water
service furnished to persons who are delinquent beyond customary grace periods in the payment
of Water and Sewer System rates, fees and other charges.
ARTICLE VI - DEFAULTS AND REMEDIES
6.01. EVENTS OF DEFAULT.
Each of the following events is hereby declared an event of default:
(1) Failure to make any Monthly Loan Deposit or to make any installment of the
Semiannual Loan Payment when it is due and such failure shall continue for a period of 30 days.
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(2) Except as provided in Subsections 6.01(1) and 6.01(7), failure to comply with the
provisions of this Agreement or failure in the performance or observance of any of the covenants
or actions required by this Agreement and such failure shall continue for a period of 60 days
after written notice thereof to the Project Sponsor by the Department.
(3) Any warranty, representation or other statement by, or on behalf of, the Project
Sponsor contained in this Agreement or in any information furnished in compliance with, or in
reference to, this Agreement, which is false or misleading.
(4) An order or decree entered, with the acquiescence of the Project Sponsor, appointing
a receiver of any part of the Water or Sewer System or Gross Revenues thereof, or if such order
or decree, having been entered without the consent or acquiescence of the Project Sponsor, shall
not be vacated or discharged or stayed on appeal within 60 days after the entry thereof.
(5) Any proceeding instituted, with the acquiescence of the Project Sponsor, for the
purpose of effecting a composition between the Project Sponsor and its creditors or for the
purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or
hereafter enacted, if the claims of such creditors are payable from Gross Revenues of the Water
or Sewer System.
(6) Any bankruptcy, insolvency or other similar proceeding instituted by, or against, the
Project Sponsor under federal or state bankruptcy or insolvency law now or hereafter in effect
and, if instituted against the Project Sponsor, is not dismissed within 60 days after filing.
(7) Failure of the Project Sponsor to give immediate written notice of default to the
Department and such failure shall continue for a period of 30 days.
6.02. REMEDIES.
Upon any event of default and subject to the rights of others having prior liens on the
Pledged Revenues, the Department may enforce its rights by any of the following remedies:
(1) By mandamus or other proceeding at law or in equity, cause to establish rates and
collect fees and charges for use of the Water and Sewer Systems, and to require the Project
Sponsor to fulfill this Agreement.
(2) By action or suit in equity, require the Project Sponsor to account for all moneys
received from the Department or from the ownership of the Water and Sewer Systems and to
account for the receipt, use, application, or disposition of the Pledged Revenues.
(3) By action or suit in equity, enjoin any acts or things which may be unlawful or in
violation of the rights of the Department.
(4) By applying to a court of competent jurisdiction, cause to appoint a receiver to
manage the Water and Sewer Systems, establish and collect fees and charges, and apply the
revenues to the reduction of the obligations under this Agreement.
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(5) By certifying to the Auditor General and the Chief Financial Officer delinquency on
loan repayments, the Department may intercept the delinquent amount plus six percent,
expressed as an annual interest rate, penalty of the amount due to the Department from any
unobligated funds due to the Project Sponsor under any revenue or tax sharing fund established
by the State, except as otherwise provided by the State Constitution or State law. Penalty interest
shall accrue on any amount due and payable beginning on the 30th day following the date upon
which payment is due.
(6) By notifying financial market credit rating agencies and potential creditors.
(7) By suing for payment of amounts due, or becoming due, with interest on overdue
payments together with all costs of collection, including attorneys' fees.
(8) By accelerating the repayment schedule or increasing the interest rate on the unpaid
principal of the Loan to as much as 1.667 times the Loan interest rate for a default under
Subsection 6.01(1).
roxilin 0 21 Wvff.-1101WITA.111 M-1114
No delay or omission by the Department to exercise any right or power accruing upon an
event of default shall impair any such right or power or shall be construed to be a waiver of any
such default or acquiescence therein, and every such right and power may be exercised as often
as may be deemed expedient. No waiver or any default under this Agreement shall extend to or
affect any subsequent event of default, whether of the same or different provision of this
Agreement, or shall impair consequent rights or remedies.
ARTICLE VII - THE PLEDGED REVENUES
7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT.
From and after the effective date of this Agreement, the Department shall have a lien on
the Pledged Revenues, which along with any other Department State Revolving Fund liens on
the Pledged Revenues, on equal priority, will be prior and superior to any other lien, pledge or
assignment with the following exception. All obligations of the Project Sponsor under this
Agreement shall be junior, inferior, and subordinate in all respects in right of payment and
security to the Senior Revenue Obligations defined in Section 1.01 of this Agreement and to any
additional senior obligations issued with the Department's consent pursuant to Section 7.02.
Any of the Pledged Revenues may be released from the lien on such Pledged Revenues in favor
of the Department if the Department makes a determination, based upon facts deemed sufficient
by the Department, that the remaining Pledged Revenues will, in each Fiscal Year, equal or
exceed 1.15 times the debt service coming due in each Fiscal Year under the terms of this
Agreement.
7.02. ADDITIONAL DEBT OBLIGATIONS.
The Project Sponsor may issue additional debt obligations on a parity with, or senior to,
the lien of the Department on the Pledged Revenues provided the Department's written consent
is obtained. Such consent may be granted if the Project Sponsor demonstrates at the time of such
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issuance that the Pledged Revenues, which may take into account reasonable projections of
growth of the Water and Sewer Systems and revenue increases, plus revenues to be pledged to
the additional proposed debt obligations will, during the period of time Semiannual Loan
Payments are to be made under this Agreement, equal or exceed 1.15 times the annual combined
debt service requirements of this Agreement and the obligations proposed to be issued by the
Project Sponsor and will satisfy the coverage requirements of all other debt obligations secured
by the Pledged Revenues.
ARTICLE VIII - GENERAL PROVISIONS
8.01. DISCHARGE OF OBLIGATIONS.
All Semiannual Loan payments required to be made under this Agreement shall be
cumulative and any deficiencies in any Fiscal Year shall be added to the payments due in the
succeeding year and all years thereafter until fully paid. Payments shall continue to be secured
by this Agreement until all of the payments required shall be fully paid to the Department. If at
any time the Project Sponsor shall have paid, or shall have made provision for the timely
payment of, the entire principal amount of the Loan and interest, the pledge of, and lien on, the
Pledged Revenues to the Department shall be no longer in effect. Deposit of sufficient cash,
securities, or investments, authorized by law from time to time, may be made to effect
defeasance of this Loan. However, the deposit shall be made in irrevocable trust with a banking
institution or trust company for the sole benefit of the Department. There shall be no penalty
imposed by the Department for early retirement of this Loan.
8.02. PROJECT RECORDS AND STATEMENTS.
Books, records, reports, engineering documents, contract documents, and papers shall be
available to the authorized representatives of the Department and the U.S. Environmental
Protection Agency's Inspector General for inspection at any reasonable time after the Project
Sponsor has received a disbursement and until five years after the date that the Project -specific
audit report, required under Subsection 2.03(4), is issued.
8.03. ACCESS TO PROJECT SITE.
The Project Sponsor shall provide access to offices and other sites where Preconstruction
Activities or Project work is ongoing, or has been performed, to authorized representatives of the
Department at any reasonable time. The Project Sponsor shall cause its engineers and
contractors to provide copies of relevant records and statements for inspection.
8.04. ASSIGNMENT OF RIGHTS UNDER AGREEMENT.
The Department may assign any part of its rights under this Agreement after notification
to the Project Sponsor. The Project Sponsor shall not assign rights created by this Agreement
without the written consent of the Department.
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8.05. AMENDMENT OF AGREEMENT.
This Agreement may be amended in writing, except that no amendment shall be
permitted which is inconsistent with statutes, rules, regulations, executive orders, or written
agreements between the Department and the U.S. Environmental Protection Agency (EPA). A
final amendment establishing the final Project costs shall be completed after the Department's
final inspection of the Project records.
8.06. ANNULMENT OF AGREEMENT.
The Department may unilaterally annul this Agreement if the Project Sponsor has not
drawn any of the Loan proceeds by the date set in Section 10.07 for establishing the Loan Debt
Service Account. If the Department unilaterally annuls this Agreement, the Department will
provide written notification to the Project Sponsor.
8.07. SEVERABILITY CLAUSE.
If any provision of this Agreement shall be held invalid or unenforceable, the remaining
provisions shall be construed and enforced as if such invalid or unenforceable provision had not
been contained herein.
8.08. USE AS MATCHING FUNDS.
The EPA provided a class deviation from the Provisions of 40 CFR 35.3125(b)(1) to
allow these funds to be used as local matching requirements for most EPA grant funded
treatment works projects, including special Appropriations Act projects.
ARTICLE IX - RESERVED
ARTICLE X - DETAILS OF FINANCING
10.01. PRINCIPAL AMOUNT OF LOAN.
The estimated principal amount of the Loan is $241,800 which consists of $240,000 to be
disbursed to the Project Sponsor and $1,800 of Capitalized Interest.
Capitalized Interest is not disbursed to the Project Sponsor, but is amortized via periodic
Loan repayments to the Department as if it were actually disbursed. Capitalized Interest is
computed at the interest rate, or rates, set for the Loan. It accrues and is compounded annually
from the time when disbursements are made until six months before the first Semiannual Loan
Payment is due. Capitalized Interest is estimated prior to establishing the schedule of actual
disbursements.
10.02. LOAN SERVICE FEE.
The Loan Service Fee is $4,800 for the Loan amount authorized to date. The fee
represents two percent of the Loan amount excluding Capitalized Interest; that is, two percent of
$240,000. An additional Loan Service Fee amount will be assessed for any additional funding
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provided by amendment to this Agreement. The fee shall be adjusted downward if adjustment of
Project costs results in a Loan decrease, provided that the decrease amendment is executed
before the first Semiannual Loan Payment due date.
Interest shall accrue on the Loan Service Fee at the rate, or rates, set for the Loan until the
fee is paid. Loan Service Fee interest shall be compounded annually from the effective date of
the Loan until six months before the first Semiannual Loan Payment is due at which time it is
capitalized. The estimated Loan Service Fee Capitalized Interest is $70.
10.03. INTEREST RATE.
The rate of interest on the unpaid principal of the Loan amount specified in Section 10.01
is 2.34 percent per annum. However, if this Agreement is not executed by the Project Sponsor
and returned to the Department before July 1, 2017, the interest rate may be adjusted. A new
interest rate shall be established for any additional funds provided by amendment to this
Agreement.
10.04. LOAN TERM.
The Loan shall be repaid in 20 Semiannual Loan Payments.
10.05. REPAYMENT SCHEDULE.
The Semiannual Loan Payment shall be computed based upon the principal amount of the
Loan plus the Loan Service Fee and Loan Service Fee capitalized interest and the principle of
level debt service. The Department will deduct the Loan Service Fee and all associated interest
from the first two payments. The Loan principal and Semiannual Loan Payment amounts may
be revised by amendment of the Agreement. After the final disbursement of Loan proceeds, the
Loan principal will be adjusted to reflect the actual dates and amounts of disbursements.
Accordingly, the Semiannual Loan Payment amount shall be adjusted, taking into consideration
any previous payments.
Each Semiannual Loan Payment shall be in the amount of $13,904 until the payment
amount is adjusted by amendment. The interest portion of each Semiannual Loan Payment shall
be computed on the unpaid balance of the principal amount of the Loan, including Capitalized
Interest. Interest also shall be computed on the unpaid balance of the Loan Service Fee and Loan
Service Fee capitalized interest. Interest shall be computed as of the due date of each
Semiannual Loan Payment.
Unless repayment is deferred by an amendment to this Agreement, Semiannual Loan
Payments shall be received by the Department beginning on June 15, 2018 and semiannually
thereafter on December 15 and June 15 of each year until all amounts due hereunder have been
fully paid. Funds transfer shall be made by electronic means.
The Semiannual Loan Payment amount is based on the total amount owed of $246,670,
which consists of the Loan principal plus the Loan Service Fee with its capitalized interest.
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10.06. PROJECT COSTS.
The Project Sponsor and the Department acknowledge that actual Project costs or
Preconstruction Activities allowances have not been determined as of the effective date of this
Agreement. An adjustment to Preconstruction Activities allowances may be made due to a
reduction in the scope of work proposed for Loan funding as a result of the facilities planning
process. Failure to achieve Department acceptance of plans and specifications for all facilities
proposed for Loan funding prior to the date specified in Section 10.07 may cause adjustment of
the Preconstruction Activities allowances. Capitalized Interest will be recalculated based on
actual dates and amounts of Loan disbursements. The final Project costs and all allowances shall
be established in the final amendment. Changes in Project costs or Preconstruction Activities
allowances may also occur as a result of the Project Sponsor's audit or the Department's audit.
Preconstruction Activities costs by category are as follows:
Administrative Allowance
$
12,000
Planning Allowance
$
78,000
Engineering Allowance
$
150,000
SUBTOTAL (Disbursable Amount)
$
240,000
Capitalized Interest
$
1,800
TOTAL (Loan Principal Amount)
$
241,800
The listed allowances are based on estimated Construction Related Costs of $2,000,000
(excluding Capitalized Interest).
10.07. SCHEDULE.
In order to preserve the Department's commitment to provide financing for Construction
Related Costs at no greater than the interest rate specified in Section 10.03, the Preconstruction
Activities listed under (1) through (4) below shall be completed no later than
December 15, 2017.
(1) Completion of the facilities plan, including any specialized studies and responding to
comments, and acceptance by the Department.
(2) Completion of plans and specifications for all Project facilities proposed for Loan
funding and acceptance by the Department.
(3) Certification of availability of all sites for the proposed facilities.
(4) Department permit for construction of the proposed facilities or publication of notice
of intent to issue construction permit.
(5) Reserved.
(6) Reserved.
0:
(7) Unless deferred by amendment, establish the Loan Debt Service Account and begin
Monthly Loan Deposits no later than December 15, 2017.
(8) Unless deferred by amendment, provide certifications under Subsection 2.01(10)
beginning March 15, 2018, and annually thereafter no later than September 30 of each year until
the final Semiannual Loan Payment is made.
(9) Unless this Agreement is amended to provide construction financing, the first
Semiannual Loan Payment in the amount of $13,904 shall be due June 15, 2018.
10.08. SPECIAL CONDITION.
Prior to any funds being released, the Project Sponsor shall submit a certified copy of the
Resolution which authorizes the application, establishes the Pledged Revenues, and designates
an Authorized Representative for signing the application and executing the Loan Agreement.
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ARTICLE XI - EXECUTION OF AGREEMENT
This Loan Agreement DW590190 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 Project Sponsor 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.
CITY
Attest:
&A
City Clerk
SEAL
for
I attest to the opinion expressed in Section
2.02, entitled Legal Authgrization.
for
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
2JA- LL--/ 61qb-�-
Secretary or Designee Date
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