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898-Sanford Airport Authority LOAN AGREEMENT THIS LOAN AGREEMENT, entered into this ~nct day of k:~OtembeF, 2001, by and between the SANFORD AIRPORT AUTHORITY ("Borrower") and the CITY OF SANFORD, FLORIDA ("Lender") WITHESSETH: ~ WHEREAS, the Borrower has entered into joint participation agreements with the ~ Florida Department of Transportation ("FDOT") to provide seventy-five percent (75%) of the funds necessary for land acquisition to expand Runway 9L-27R at the Orlando Sanford .~. Airport; and ~- WHEREAS, due to the eminent extension of East Lake Mary Boulevard/Silver Lake Drive by Seminole County, Florida, Borrower expects [and values in the area to escalate in the near future, making land acquisition by Borrower significantly more expensive; and WH EREAS, the Borrower does not presently have the funds available to take advantage of the FDOT joint participation agreements; and WHEREAS, the Lender has agreed to lend the Borrower the sum of up to Three Hundred Eighty-Eight Thousand Seventy-Five Dollars ($388,075.00) to assist Borrower with its local share of the FDOT joint participation agreements for land acquisition, upon the terms and conditions contained in the Promissory Note of even date herewith and as set forth below, NOW, THEREFORE in consideration of the sum often Dollars ($10.00), the mutual promises and covenants contained herein, as well as other good and valuable consideration not specifically mentioned, the parties agree as follows: 1, RATES AND TERMS: a. The $388,075.00 loan will not be amortized but will be payable in ~fty-nine (59) monthly interest payments on the unpaid principal balance beginning thirty (30) days after the Borrower receives any portion of the $388,075.00 from the Lender (the "Funding Date"). The entire principal balance and all accrued interest shall be due and payable in full sixty (60) months after the Funding Date. b. The interest rate charged will be variable and will be equivalent to the Florida State Board of Administration rate received by Lender on its accounts or interest charges on Lenders' line of credit. The intervals for interest rate adjustment will be adjusted as the rate is adjusted on Lender's other funds. The Promissory Note includes provision for adjustment of interest installments concurrent with interest rate changes. c. The loan will be documented by a Promissory Note from the Borrower to the Lender on terms set forth above. 2. USE OF FUNDS: a. Loan funds will be utilized to pay for the Borrower's local share of FDOT joint participation agreements provided for the purpose of land acquisition to expand Runway 9L-27R. b. No loan funds may be used for the payment of any costs unrelated to land acquisition except by written agreement of the parties. 3. SECURITY: a. A general pledge on the revenues of the operation of the Orlando Sanford Airport, which pledge shall be subordinate to all past pledges. 4. MISCELLANEOUS: a. The Lender and Borrower will insure that all local, State, or Federal laws and requirements are met in connection with this Loan Agreement. b. The Lender and Borrower will insure that loan funds are disbursed for planned loan purposes only. c. The Borrower has approved of the loan through its board of directors. d. The Borrower shall be responsible for payment of any required state documentary stamp taxes on the Promissory Note. 5. ADVERSE CHANGE: Prior to any disbursement under the loan, Borrower shall advise Lender if there has been an unremedied adverse change since the date of the Loan Agreement in the financial or any other condition of the Borrower which may warrant withholding or not making such disbursement. SANFORD AIRPORT AUTHORITY BY~r~J~~eal) its Chairman Attested by'~~ '~ (Seal) its Presidenc/CEO CI OF SANFORD, FLORIDA By~ · (Seal) Mayor 3