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HomeMy Public PortalAbout100_022_Loan Paperwork Exhibits - 2014 EXHIBIT A PAGE 2 OF 3 DESCRIPTION OF THE PROJECT PROJECT BUDGET Recipient: CITY OF TYBEE ISLAND Loan Number: 2013L35WJ ITEM TOTAL LOAN Construction $1,445,305 $1,445,305 Contingency 95,164 95,164 Engineering/Inspection 144,531 144,531 Administrative/Legal 10,000 10,000 LTOTAL $1,695,000 $1,695,000 EXHIBIT A PAGE 3 OF 3 DESCRIPTION OF THE PROJECT PROJECT SCHEDULE Recipient: CITY OF TYBEE ISLAND Loan Number: 2013L35WJ ACTION I DATE Plans & Specs Submitted to EPD November 30, 2013 Bid Opening January 10, 2014 Notice of Award January 17, 2014 I Notice to Proceed April 28, 2014 Initiation of Construction May 5, 2014 Completion of Construction June 30,_2015 EXHIBIT B PAGE 1 OF 4 CITY OF TYBEE ISLAND 2013L35WJ SPECIMEN PROMISSORY NOTE $1,695,000 FOR VALUE RECEIVED, the undersigned (hereinafter referred to as the "Borrower") promises to pay to the order of the Georgia Environmental Finance Authority (hereinafter referred to as the "Lender") at the Lender's office located in Atlanta, Georgia, or at such other place as the holder hereof may designate, the principal sum of ONE MILLION SIX HUNDRED NINETY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($1,695,000), or so much thereof as shall have been advanced hereagainst and shall be outstanding, together with interest on so much of the principal balance of this Note as may be outstanding and unpaid from time to time, calculated at the rate or rates per annum indicated below. The unpaid principal balance of this Note shall bear interest at a rate per annum equal to ONE AND 40/100 PERCENT (1.40%), (1) calculated on the basis of actual number of days in the year and actual days elapsed until the Amortization Commencement Date (as hereinafter defined), and (2) calculated on the basis of a 360- day year consisting of twelve 30-day months thereafter. Accrued interest on this Note shall be payable monthly on the first day of each calendar month until the first day of the calendar month following the earlier of (1) the Completion Date (as defined in the hereinafter defined Loan Agreement), (2) January 1, 2016, or (3) the date that the loan evidenced by this Note is fully disbursed (the "Amortization Commencement Date"). Principal of and interest on this Note shall be payable in Two Hundred Thirty-Nine (239) consecutive monthly installments equal to the Installment Amount (as hereinafter defined), commencing on the first day of the calendar month following the Amortization Commencement Date, and continuing to be due on the first day of each succeeding calendar month thereafter, together with a final installment equal to the entire remaining unpaid principal balance of and all accrued interest on this Note, which shall be due and payable on the date that is 20 years from the Amortization Commencement Date (the "Maturity Date"). This Note shall bear interest on any overdue installment of principal and, to the extent permitted by applicable law, on any overdue installment of interest, at the aforesaid rates. The Borrower shall pay a late fee equal to the Lender's late fee, as published from time to time in the Lender's fee schedules, for any installment payment or other amount due hereunder that is not paid in full within five (5) days after such payment is due. EXHIBIT PAGE 2 OF 4 "Installment Amount" means the amount equal to the monthly installment of principal and interest required to fully amortize the then outstanding principal balance of this Note as of the Amortization Commencement Date at the rate of interest on this Note, on the basis of level monthly debt service payments from the Amortization Commencement Date to and including the Maturity Date. All payments or prepayments on this Note shall be applied first to unpaid fees and late fees, then to interest accrued on this Note through the date of such payment or prepayment, and then to principal (and partial principal prepayments shall be applied to such installments in the inverse order of their maturity). At the option of the Lender, the Borrower shall make payments due under this Note using pre-authorized electronic debit transactions, under which the Lender will be authorized to initiate and effect debit transactions from a designated account of the Borrower without further or additional approval or confirmation by the Borrower. The Borrower further agrees to adopt any necessary approving resolutions and to complete and execute any necessary documents in order for the Lender to effect such pre- authorized debit transactions. In the event the Borrower has insufficient funds in its designated account on the date the Lender attempts to debit any payment due hereunder, the Borrower shall pay the Lender a processing fee equal to the Lender's processing fee, as published from time to time in the Lender's fee schedules for each such occurrence (but not exceeding two such processing fees in any calendar month), in addition to any late fee as provided above. The Borrower may prepay the principal balance of this Note in whole or in part at any time without premium or penalty. This Note constitutes the Promissory Note issued under and pursuant to and is entitled to the benefits and subject to the conditions of a Loan Agreement (the "Loan Agreement"), dated the date hereof, between the Borrower and the Lender, to which Loan Agreement reference is hereby made for a description of the circumstances under which principal shall be advanced under this Note. Reference is hereby made to the Loan Agreement for a description of the security for this Note and the options and obligations of the Borrower and the Lender hereunder. Upon an Event of Default (as defined in the Loan Agreement), the entire principal of and interest on this Note may be declared or may become immediately due and payable as provided in the Loan Agreement. The obligation of the Borrower to make the payments required to be made under this Note and to perform and observe any and all of the other covenants and agreements on its part contained herein shall be a general obligation of the Borrower, as provided in the Loan Agreement, and shall be absolute and unconditional irrespective of any defense or any rights of setoff, counterclaim, or recoupment, except for payment, it may otherwise have against the Lender. EXHIBIT B PAGE 3 OF 4 In case this Note is collected by or through an attorney-at-law, all costs of such collection incurred by the Lender, including reasonable attorney's fees, shall be paid by the Borrower. Time is of the essence of this Note. Demand, presentment, notice, notice of demand, notice for payment, protest, and notice of dishonor are hereby waived by each and every maker, guarantor, surety, and other person or entity primarily or secondarily liable on this Note. The Lender shall not be deemed to waive any of its rights under this Note unless such waiver be in writing and signed by the Lender. No delay or omission by the Lender in exercising any of its rights under this Note shall operate as a waiver of such rights, and a waiver in writing on one occasion shall not be construed as a consent to or a waiver of any right or remedy on any future occasion. This Note shall be governed by and construed and enforced in accordance with the laws of the State of Georgia (without giving effect to its conflicts of law rules). Whenever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note. Words importing the singular number hereunder shall include the plural number and vice versa, and any pronoun used herein shall be deemed to cover all genders. The word "Lender" as used herein shall include transferees, successors, and assigns of the Lender, and all rights of the Lender hereunder shall inure to the benefit of its transferees, successors, and assigns. All obligations of the Borrower hereunder shall bind the Borrower's successors and assigns. EXHIBIT B PAGE 4 OF 4 SIGNED, SEALED, AND DELIVERED by the undersigned Borrower as of the day of CITY OF TYBEE ISLAND By: SPECIMEN Name: Title: (SEAL) Attest: By: SPECIMEN Printed Name: Title: APPROVED AS TO FORM: By: SPECIMEN Printed Name: Title: Borrower's Attorney 4 4e41 • . AND NIA V°4 EXHIBIT C PAGE 1 OF 2 BIDDING AND PRECONSTRUCTION REQUIREMENTS Recipient: CITY OF TYBEE ISLAND Loan Number: 2013L35WJ I. Competitive procurement by public bidding is required for construction, construction services, materials, and equipment. II. The Borrower must advertise for bids by conspicuously posting the notice in its office and by advertising in the local newspaper that is the legal organ or on its Internet website or on an Internet site designated for its legal advertisements. III. Advertisements must appear at least twice. The first advertisement must appear at least four weeks prior to the bid opening date. The second advertisement must follow at least two weeks after the first advertisement. Website advertisements must remain posted for at least four weeks. Plans and specifications must be available for inspection by the public on the first day of the advertisement. The advertisement must include details to inform the public of the extent and character of work to be performed, any pre- qualification requirements, any pre-bid conferences, and any federal requirements. IV. The Borrower must require at least a 5 percent bid bond or certified check or cash deposit equal to 5 percent of the contract amount. V. Sealed bids, with a public bid opening, are required. VI, The Borrower must award the contract to the low, responsive, and responsible bidder or bidders, with reservation of right to reject all bids. VII. The Borrower may modify bidding documents only by written addenda with notification to all potential bidders not less than 72 hours prior to the bid opening, excluding Saturdays, Sundays, and legal holidays. VIII. The Borrower must require 100 percent payment and performance bonds. IX. Change orders may not be issued to evade the purposes of required bidding procedures. Change orders may be issued for changes or additions consistent with the scope of the original construction contract documents, EXHIBIT C PAGE 2 OF 2 X. Prior to disbursement of funds, the Borrower shall provide the Lender with copies of the following: A. Proof of advertising; B. Certified detailed bid tabulation; C. Engineer's award recommendation; D. Governing body's award resolution; E. Executed contract documents, including plans and specifications; F. Construction and payment schedules; G. Notice to proceed; H. Contractor's written oath in accordance with a.C.G.A. Section 36-91-21 (e). (This is an oath required by law to be provided to the Borrower by the contractor. In short, this oath must state that the contractor has not acted alone or otherwise to prevent or attempt to prevent competition in bidding by any means and must be signed by appropriate parties as defined by law.); and I. Summary of plans for on-site quality control to be provided by the Borrower or the Engineer- name and brief qualifications of construction inspector(s) and approximate hours per week of inspection to be provided. XI. If other funding sources are involved that have stricter bidding requirements or if applicable laws or ordinances require stricter requirements, these stricter requirements shall govern. XII. If the Borrower wishes to fund work that may not fully meet the bidding requirements of this Agreement, then, prior to bidding this work, it shall submit a written request to the Lender that specific requirements be waived. Based on specific circumstances of the request, the Lender may require submission of additional information necessary to document that State laws and local ordinances are not violated and that the intent of the bid procedures set forth in this Exhibit C (public, open, and competitive procurement) is satisfied through alternate means. XIII. The Borrower is required to notify the Lender at least two weeks prior to pre- construction conferences for work funded under this Agreement and to schedule these conferences so that a representative from the Lender may participate. EXHIBIT D PAGE 1 OF 3 STATE REQUIREMENTS Recipient: CITY OF TYBEE ISLAND Loan Number: 2013L35WJ None. EXHIBIT D PAGE 2 OF 3 FEDERAL REQUIREMENTS Recipient: CITY OF TYBEE ISLAND Loan Number: 2013L35WJ None. EXHIBIT D PAGE 3 OF 3 FINANCIAL COVENANTS Recipient: CITY OF TYBEE ISLAND Loan Number: 2013L35WJ None. EXHIBIT E PAGE 1 OF 2 OPINION OF BORROWER'S COUNSEL (Please furnish this form on Attorney's Letterhead) DATE Georgia Environmental Finance Authority 233 Peachtree Street, N.E. Harris Tower, Suite 900 Atlanta, GA 30303-1508 Ladies and Gentlemen: As counsel for the CITY OF TYBEE ISLAND (the "Borrower"), I have examined duly executed originals of the Loan Agreement (the "Loan Agreement"), Loan/Project No. 2013L35WJ, between the Borrower and Georgia Environmental Finance Authority (the "Lender"), the related Promissory Note (the "Note") of the Borrower, the proceedings taken by the Borrower to authorize the Loan Agreement and the Note (collectively, the "Credit Documents"), and such other documents, records, and proceedings as I have deemed relevant or material to render this opinion, and based upon such examination, I am of the opinion, as of the date hereof, that: 1. The Borrower is a public body corporate and politic, duly created and validly existing under the laws of the State of Georgia. 2. The Credit Documents have been duly authorized, executed, and delivered by the Borrower and are legal, valid, and binding obligations of the Borrower, enforceable in accordance with their terms. 3. To the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, in any way questioning or affecting the validity of the Credit Documents. 4. To the best of my knowledge, the execution, delivery, and performance by the Borrower of the Credit Documents will not conflict with, breach, or violate any law, any order or judgment to which the Borrower is subject, or any contract to which the Borrower is a party. 5. The signatures of the officers of the Borrower that appear on the Credit Documents are true and genuine. I know such officers and know them to be the duly elected or appointed qualified incumbents of the offices of the Borrower set forth below their names. With your permission, in rendering the opinions set forth herein, I have assumed the following, without any investigation or inquiry on my part: EXHIBIT E PAGE 2 OF 2 (I) the due authorization, execution, and delivery of the Credit Documents by the Lender; and (ii) that the Credit Documents constitute the binding obligations of the Lender and that the Lender has all requisite power and authority to perform its obligations thereunder. The enforceability of the Credit Documents (I) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights, (ii) may be subject to general principles of equity, whether applied by a court of law or equity, and (iii) may also be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, Signature Printed Name Date EXHIBIT F EXTRACT OF MINUTES RESOLUTION OF GOVERNING BODY Recipient: CITY OF TYBEE ISLAND Loan Number: 2013L35WJ At a duly called meeting of the governing body of the Borrower identified above (the "Borrower") held on the day of , the following resolution was introduced and adopted. WHEREAS, the governing body of the Borrower has determined to borrow but not to exceed $1,695,000 from the Georgia Environmental Finance Authority (the "Lender") to finance a portion of the costs of acquiring, constructing, and installing the environmental facilities described in Exhibit A to the hereinafter defined Loan Agreement (the "Project"), pursuant to the terms of a Loan Agreement (the "Loan Agreement") between the Borrower and the Lender, the form of which has been presented to this meeting; and WHEREAS, the Borrower's obligation to repay the loan made pursuant to the Loan Agreement will be evidenced by a Promissory Note (the "Note") of the Borrower, the form of which has been presented to this meeting; NOW, THEREFORE, BE IT RESOLVED by the governing body of the Borrower that the forms, terms, and conditions and the execution, delivery, and performance of the Loan Agreement and the Note are hereby approved and authorized. BE IT FURTHER RESOLVED by the governing body of the Borrower that the terms of the Loan Agreement and the Note (including the interest rate provisions, which shall be as provided in the Note) are in the best interests of the Borrower for the financing of the Project, and the governing body of the Borrower designates and authorizes the following persons to execute and deliver, and to attest, respectively, the Loan Agreement, the Note, and any related documents necessary to the consummation of the transactions contemplated by the Loan Agreement. (Signature of Person to Execute Documents) (Print Title) (Signature of Person to Attest Documents) (Print Title) The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect. Dated: Secretary/Clerk (SEAL) No 111111400