HomeMy Public PortalAbout1996 State Revolving Fund Fla Dept Environmental Protection.tifLawton Chiles
Governor
Department of
Environmental Protection
Twin Towers Office Building
2600 Blair Stone Road
Tallahassee Florida 32399 2400
July 1 1996
Mr C Samuel Kissinger Village Manager
Village of Key Biscayne
85 West McIntyre Street
Village of Key Biscayne Flonua 33149
Re CS12085002P Key Biscayne
Collection Facilities
(Eliminate Septic Tanks)
Dear Mr Kiscmger
Virginia B Wetherell
Secretary
Upon review of your recently executed State Revolving Fund loan agreement for the referenced project, a
typographical error was discovered The semiammal repayment dates on Page 17 were inadvertently listed
as March 1 and October 1 of each year instead of March 1 and September 1
Enclosed is a new corrected Page 17 for you to msert m your official loan copy Please accept our apology
for this oversight If you have any questions about the loan agreement, please call Dick Smith at
904/488-8163
Berry Chief
Bureau of Water Facilities Funding
DWB/mrm
Fndosures
cc Carlos A Perim CAP Engmeenng Consultants Inc /Miami
Mike Bechtold - DEP/West Palm Beach
Protect, Conserve and Manage Florida s Environment and Natural Resources
P ted on ecyded p p
n-lat ems'
of the Loan, mcludmg Capitahzed Interest Interest on the principal shall be computed as of the
due date of the Semiannual Loan Payment Semiannual Loan Payments shall be received by the
Department begmimmg on, or before September 1 1999 and semiannually thereafter on, or
before March 1 and September 1 of each year until all amounts due hereunder have been fully
paid Funds transfer shall be made by electronic means or by means of magnetic tape when either
of such transfer mechanisms are available This Subsection 8 04(2) shall be voided m the event of
an Additional Completion Loan to fund Post -allowance Project Costs
THE REMAINDER OF THIS PAGE INTENTIONALLY HAS BEEN LEFT BLANK
Page 17
Lawton Chiles
Governor
Department of
Environmental Protection
Twin Towers Office Building
2600 Blair Stone Road
Tallahassee Florida 32399 2400
CERTIFIED MAIL RETURN RECEIPT REQUESTED
,,UN 2 S 1996
Mr Sam Kissinger Village Manager
85 West McIntyre Street
Key Biscayne Flonda
Re CS12085002P Key Biscayne
Collection and Transmission S} stem
Dear Mr Kissinger
Virginia B Wetherell
Secretary
We are pleased to make a loan from the State Revolving Fund to the Village of Key Biscayne
to complete the planning design and administrative activities necessary to construct additions to
the wastessater collection sNstem One copy of the fully executed loan agreement is enclosed.
Yotr agreement is now in effect and disbursements may begin
You and your staff are congratulated on sour efforts m bnngmg about this important project.
VBW/ds
Enclosure
Smcerelv
laia
G/Virgmra Wetherell
Secretary
cc Carlos Perim C A P Engineering Consultants Inc /Coral Gables
Mike Bechtold FDEP/West Palm Beach
Bonnie Wells MDWSD/Coral Gables
° o err. Conserve ana Manage Florida s Environment and Natural Resourc,s
P red on ecyned paper
STALE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PRO IECTION
AND
VILLAGE OF KEY BISCAYNE FLORIDA
STATE REVOLVING FUND LOAN AGREEMENT
PRECONSTRUCTIONLOAN NUMBER CS12085002P
Honda Department of Environmental Protection
Bureau of Water Facilities Funding
2600 Blair Stone Road
Tallahassee Florida 32399 2400
1
STATE REVOLVING FUND PRECONSTRUe1ION LOAN AGREEMENT
CONTENTS PAGE
ARTICLF I DEFINITIONS
1 01 WORDS AND TERMS 1
1 02 CORRELATIVE WORDS 3
ARTICLE II - WARRANTIES REPRESENTATIONS AND COVENANTS
2 01 WARRANTIES REPRESENTATIONS AND COVENANTS 3
2 02 CONDITIONS PRECEDENT 5
ARTICLE III - MONTHLY ESCROW AND LOAN REPAYMENT ACCOUNTS
3 01 MONTHLY ESCROW ACCOUNT 6
3 02 INVESTMENT OF MONTHLY ESCROW MONEYS 6
3 03 MONTHLY ESCROW WITHDRAWALS 6
3 04 LOAN REPAYMENT RESERVE ACCOUNT 6
3 05 LOAN REPAYMENT RESERVE WITHDRAWALS 7
3 06 RESTORATION OF LOAN REPAYMENT RESERVE ACCOUNT 7
3 07 INVESTMENT OF LOAN REPAYMENT RESERVE MONEYS 7
3 08 ASSETS HELD IN TRUST 7
ARTICLE IV PROJECT INFORMATION
4 01 PROJECT SCHEDULE 7
4 02 PROJECT RELATED COSTS 9
4 03 LOAN DISBURSEMENTS 10
4 04 PROJECT CHANGES 10
4 05 TITLE TO PROJECT SITE 11
4 06 PERM!' S AND APPROVALS 11
4 07 COMPLLTION MONEYS 11
4 08 PROJECT CLOSE OUT 11
4 09 SURPLUS LOAN FUNDS 11
ARTICLE V DEFAULTS AND REMEDIES
5 01 EVENTS OF DEFAULT 11
5 02 REMEDIES 12
5 03 DELAY AND WAIVER 13
STALE REVOLVING FUND PRECONSTRUCTION LOAN AGREEMENT
CONTENTS PAGE
ARTICLE VI THE PLEDGED REVENUES
6 01 PLEDGED REVENUE COVERAGE 13
6 02 RESERVED P7 PDGED REVENUES 13
6 03 SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT 14
6 04 ADDITIONAL DEBT OBLIGATIONS 14
6 05 CHANGES TO PLEDGED REVENUES 14
ARTICI F VII GENERAL PROVISIONS
7 01 DISCHARGE OF OBLIGATIONS 14
7 02 PROJECT RECORDS AND STATEMENTS 15
7 03 ACCESS TO PROJECT SIZE 15
7 04 ASSIGNMENT OF RIGHTS UNDER AGREEMENT 15
7 05 AMENDMENT OF AGREEMENT 15
7 06 SEVERABILITY CLAUSE 0 15
7 07 EXECUTION OF AGREEMENT 15
ARTICLE VIII - DETAILS OF FINANCING
8 01 PRINCIPAL AMOUNT OF LOAN 15
8 02 INTEREST RATE 15
8 03 LOAN TERM 16
8 04 REPAYMENT SCHEDULE 16
ARTICLE DC - EXECUTION OF LOAN AGREEMENT 18
11
STATE REVOLVING FUND LOAN AGREEMENT
THIS AGREEMENT is executed by the STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (Department) and the Village of Key Biscayne existing as
a local government agency (Local Government) under the laws of the State of Florida
WITNESSETH
WHEREAS pursuant to Section 403 1835 Florida Statutes the Department is authorized to
make loans to local government agencies to finance the planning, design, and construction of
wastewater pollution control facilities and
WHEREAS the Local Government has made application for the financing of the Project and
the Department has determined that such Project meets all requirements for a preconstruction
loan
NOW THEREFORE in consideration of the Department loaning money to the Local
Government, in the principal amount herein set forth and 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) Additional Completion Loan shall mean a loan, subsequent to the Loan authorized by
this Agreement and subsequent to the Departments authorization to incur Post allowance Project
Costs which may be made to the Local Government by the Department for the purpose of
furnishing additional funds for Post allowance Project Costs The interest rate for any Additional
Completion Loan shall be established pursuant to Rule 62-503 of the Flonda Administrative
Code
(2) ' Agreement' or "Loan Agreement shall mean this agreement.
(3) Authorized Representative shall mean the official of the Local Government authorized by
ordinance or resolution to sign documents associated with the Loan
(4) ' Capitalzed Interest shall mean interes accruing on a loan before repayment begins
Capitalized Interest shall be included in the principal of the Loan Capitalized Interest is not
disbursed to the Local Government but it shall be amortized via penodic loan repayments to the
Department as if it were actually disbursea Capitalized Interest shall be computed at the interest
rate 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
Page 1
(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) Loan shall mean the amount of money to be loaned to complete planning engmeenng
and administrative preconstruction activities generally described in the schedule set forth in
Section 4 01 pursuant to this Agreement
(7) Loan Application shall mean completed Form 62 503 900(2) for preconstruction loan
financial assistance supported by information that meets all requirements under Rule 62-503 415
of the Florida Administrative Code
(8) Loan Repayment Reserve Account shall mean the account into which will be deposited
the amount set aside to pay unexpected and temporary deficiencies if any in the Semiannual
Loan Payment
(9) 'Loan Service Fee shall mean an origination fee in the amount of 2 0% of the sum of the
planning, engineering and administrative allowances which shall be paid to the Department by
the Local Government The Loan Service Fee shall be paid with Loan proceeds and amortized as
part of the Loan principal The Loan Service Fee shall be adjusted downward if actual Post
allowance Project Costs under an Additional Completion Loan, result in a Loan decrease
(10) Monthly Loan Deposit' shall mean the monthly deposit to be made by the Local
Government to an escrow account
(11) Pledged Revenues' shall mean the specific Revenues pledged as security for repayment
of the Loan and shall be the gross Revenues derived yearly from State revenue sharing funds
There are no prior hers on these funds
{12) Post allowance Project Costs' shall mean costs for construction, equipment materials
demolition, contingency legal and technical service costs incurred after construction bid opening
and the incremental pc rfaon of the Loan repayment reserve disbursement Capitalized Interest, and
Loan Service Fee associated with the foregoing costs
{13) Project" shall mean the planning administrative and engmeenng work necessary for the
Local Government to qualify for a State Revolving Fund loan, under Rule 62-503 410 of the
Florida Admrmstrative Code to finance construction of wastewater collection and transmission
facilities The nature of the preconstruction work is generally described in die schedule presented
in Section 4 01
(14) Revenues shall mean all receipts and income or earnings received by the Local
Government from revenue sharing funds established by the State
Page 2
(15) Semiannual Loan Payment shall mean the payment due from the Local Government to
the Department at six month intervals and it is comprised of principal and Interest
102 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 Capitalized words not otherwise
defined herein shall be defined as set forth in the Florida Administrative Code Chapter 62 503
ARTICLE II WARRANTIES REPRESENTATIONS AND COVENANTS
2 01 WARRANTIES REPRESENTATIONS AND COVENANTS The Local Government
warrants represents and covenants that
(1) The Local Government has full power and authority to enter into this Agreement and to
comply with the provisions hereof
(2) The Local Government 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 m equity
before any court or public body pending or to the best of the Local Government s knowledge
threatened, which seers to restrain or enjoin the Local Government from entering into or
complying with this Agreement
(4) The Local Government knows of no reason why any future required permits or approvals
associated with the Project are not obtainable
(5) The Local Government shall undertake the Project on its own responsibility to the extent
permitted by law
(6) To the extent permitted by law the Local Government shall release and hold harmless the
State its officers members and employees from any claim arising in connection with the Local
Governments actions or omissions in its planning engineering and administrative activities
financed by this Loan
(7) All Local Government representations to the Department pursuant to the Loan Application
and Agreement, were true and accurate as of the date such representations were made The Local
Government shall comply with 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 Local Government shall take such action
as is necessary for compliance
Page 3
(8) The financial information delivered by the Local Government to the Department was
current and correct as of the date such information was delivered The Local Government shall
provide the Department with additional financial information via audits required by Rule 62
503 800 of the Florida Administrative Code notification of changing conditions that materially
and adversely affect the Local Government s ability to repay this Loan, or upon request of the
Department
(9) The Local Government shall maintain records using Generally Accepted Governmental
Accounting Standards established by the Government Accounting Standards Board As part of its
bookkeeping system, the Local Government shall keep accurate records of all Revenues Pledged
Revenues and Loan disbursement receipts
(10) In the event the anticipated Pledged Revenues are shown by the Local Government s
annual budget to be insufficient to make the Semiannual Loan Payments for such Fiscal Year
when due the Local Government shall include in such budget other legally available funds which
will be sufficient together with the Pledged Revenues to make the Semiannual Loan Payments
Such other legally avalable funds shall be budgeted in the regular annual governmental budget
and designated for the purpose provided by this Subsection, and the Local Government shall
collect such funds for application as provided herein The Local Government shall notify the
Department immediately in writing of any such budgeting of other legally available funds
Nothing in this covenant shall be construed as creating a pledge lien, or charge upon any such
other legally available funds requiring the Local Government to levy or appropriate ad valorem
tax revenues or preventing the Local Government from pledging to the payment of any bonds or
other obligations all or any part of such other legally available funds
(11) Beginning with the Fiscal Year during which the Loan is executed and for each Fiscal
Year until the Loan is retired the Local Government shall submit annual audit reports to the
Department Annual reports shall be submitted no later than the date estabhshed in Subsection
4 01(13) Audits shall be conducted in accordance with Government Auditing Standards
(1988) issued by the Comptroller General of the United States
Beginning with the Fiscal Year during which the Loan is made and continuing through the
Fiscal Year during witch the final Loan disbursement to the Local Government is received audits
shall address the Local Government s financial condition, the accounting for the sources of the
Pledged Revenues loan disbursements received project expenditures and compliance with Loan
Agreement covenants
Beginning with the first Fiscal Year after the final loan disbursement to the Local Government
is received and ending with the Fiscal Year during which the Loan is retired financial audits shall
be conducted as required under Section 11 45 of the Florida Statutes
(12) Beginning with the first Fiscal Year during which Monthly Loan Deposits to a debt service
account are required and continuing through the Fiscal Year during which the Loan is retired the
Local Government shall cause its auditor to comment on its compliance with the Loan Agreement
Page 4
covenants The Department shall be notified immediately if anything comes to the auditor s
attention during the annual examination of the Local Governments records that would constitute
a default under the Loan Agreement When appropriate the audit report shall include a statement
to the effect that nothing came to the auditors attention that would constitute a default under the
Loan Agreement
(13) After the Department issues the administrative close-out amendment to this Agreement,
the Local Government shall submit to the Department a separate audit report by an independent
certified public accountant of the Loan revenues and expenditures The audit report shall be
submitted no later than the date to be established under Section 4 08 The audit shall be
conducted in accordance with Government Auditing Standards (1988) issued by the
Comptroller General of the United States The audit shall address whether the Local Government
complied with requirements set forth in the Loan Agreement The audit findings shall set aside or
question any costs that are unallowable under Rule 62 503 Florida Administrative Code A final
determination of the allowability of such costs shall be made by the Department
(14) Each year beginning with the 12 month period preceding the Local Governments second
semiannual Loan repayment and ending with the year during which the final Loan repayment is
made the Local Government s Authorized Representative or its chief financial officer shall
submit no later than the date established in Subsection 4 01(12) a certification that (a) Pledged
Revenue collections satisfy on a pro rata basis the rate coverage requirement (b) the monthly
escrow account contains the funds required (c) the Loan Repayment Reserve Account contains
the funds required and (d) insurance including that issued through the National Flood Insurance
Program authorized under 42 U S C secs 4001-4128 when applicable is in effect for the
facilities generating the Pledged Revenues rid adequately covers the customary risks to the
extent that such insurance is available
(15) Pursuant to Section 216 349 of the Flonda Statutes the Local Government shall not use
the Loan proceeds for the purpose of lobbying the Flonda Legislature the Judicial Branch, or a
State agency
(16) The Local Government agrees to complete the Project in accordance with the Project
schedule set forth in Section 4 01 Delays incident to strikes riots acts of God and other events
beyond the reasonable control of the Local Government are excepted However there shall be no
resulting dinnnutions or delay in the Semiannual Loan Payment or the Monthly Loan Deposit or
finding of the Loan Repayment Reserve Account
(17) The Local Government 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
2 02 CONDITIONS PRECEDENT As conditions precedent to execution of this Agreement
by the Department the Local Government s legal counsel covenants that
Page 5
(1) This Agreement has been duly authorized and executed by the Local Government and shall
constitute a valid and legal obligation of the Local Government in accordance with its terms upon
execution by both parties
(2) This Agreement specifies the Revenues pledged for repayment of the Loan, and the pledge
is valid and enforceable
ARTICLE DI - MONTHLY ESCROW AND LOAN REPAYMENT ACCOUNTS
3 01 MONTHLY ESCROW ACCOUNT The Local Government shall establish a monthly
escrow account, upon the written request of the Department, with a Depository prior to the date
set forth in Subsection 4 01(11) Beginning no later than on the date set forth in Subsection
4 01(11) and in accordance with the written request of the Department, the Local Government
shall make a Monthly Loan Deposit from the Pledged Revenues to the monthly escrow account
In any month in which the amount on deposit in the monthly escrow account does not equal or
exceed five sixths of the Semiannual Loan Payment the Depository shall be required to promptly
notify the Department in writing if the Local Government fails to make a Monthly Loan Deposit
winch equals or exceeds one sixth of the Semiannual Loan Payment In the event any monthly
deposit is less than one sixth of the Semiannual Loan Payment and the amount on deposit is less
than five sixths of the Semiannual Loan Payment the Local Government alyees to budget by
amendment if necessary payment to the Department from other legally available funds all sums
becoming due before the same become delinquent Such budgeted payments shall be made first
from Revenues and then from other moneys legally available to the Local Government for such
purpose This requirement shall not be construed to give superiority to the Departments claim on
any Revenues over prior claims of general creditors of the Local Government, nor shall it be
construed to give the Department the power to require the Local Government to levy and collect
any Revenues other than Pledged Revenues
3 02 INVESTMENT OF MONTHLY ESCROW MONEYS Upon the direction of the Local
Government a Depos_tory shall invest escrowed moneys pursuant to the laws of the State of
Florida Such escrowe d moneys may be pooled for investment purposes The investment
earnings shall be used to satisfy the escrow funding requirement of this Agreement 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
3 03 MONTHLY ESCROW WITHDRAWALS The withdrawal of rr oneys from the
monthly escrow account shall be for the purpose of making Semiannual Loan Payment or for
discharging the Local Government's obligations pursuant to Section 7 01
3 04 LOAN REPAYMENT RESERVE ACCOUNT A Loan Repayment Reserve Account
shall be established with a Depository in the amount of 0 03 tunes the sum of the planning
engineering and administrative allowances The reserve shall be fully funded on the date set forth
in Subsection 4 01(11)
Page 6
3 05 LOAN REPAYMENT RESERVE WITHDRAWALS The Loan Repayment Reserve
Account shall be used by the Local Government to cure an unexpected and temporary deficiency
in any Semiannual Loan Payment The Depository shall be required to promptly notify the
Department upon any withdrawal from the Account Any unused portion of the Loan Repayment
Reserve Account shall be used to reduce the final Semiannual Loan Payment(s) or for discharging
the Local Government s obligations pursuant to Section 7 01
3 06 RESTORATION OF LOAN REPAYMENT RESERVE ACCOUNT A default causing
the Local Government to use the Loan Repayment Reserve Account or the use of the Account to
prevent default shall result in the Local Government being responsible for making special
payments to restore its Loan Repayment Reserve Account Special restoration payments shall be
made first from Revenues and then from other moneys legally available to the Local Government
for such purpose
3 07 INVESTMENT OF LOAN REPAYMENT RESERVE MONEYS Upon the direction
of the Local Government a Depository shall invest reserved moneys pursuant to the laws of the
State of Florida Such escrowed moneys may be pooled for investment purposes The maturity
or redemption date of investments shall be not later than the date set for the final Semiannual
Loan Payment providea however that moneys must be available for withd awal if necessary
pursuant to Section 3 05 All investment income and earnings shall be credited to the Loan
Repayment Reserve Account
3 08 ASSETS HELD IN TRUST The moneys in each of the accounts created by the Local
Government under this Agreement shall be held m trust for the purposes provided herein and used
only for such purpose' in the manner provided for in this Agreement Pending such use said
moneys shall be subject to a hen and charge in favor of the Department However nothing in this
Agreement shall require the Local Government to maintain a separate banking account to satisfy
the escrow account or loan repayment reserve requirements of this Agreement This Agreement
shall not prohibit the pooling of cash credited to an account created under thi. Agreement with
other moneys of the Local Government provided that adequate accounting procedures are
maintained to identify and control the amounts on deposit m each of said accounts in order to
assize compliance with the terms of tbs. Agreement
The designation and establishment of the various funds and accounts in and by this Agreement
shall not be construed to require the establishment of any completely indepf ndent self balancing
funds as such term is commonly defined and used in governmental accounting but rather is
intended solely to constitute an earmarking of certain revenues for certain purposes and to
establish certain priorities for application of such moneys as is herein provided
ARTICLE IV PROJECT INFORMATION
4 01 PROJECT SCHEDULE The Project activities are to be completed no later than by the
dates set forth below to preserve the Departments commitment to provide completion moneys for
Page 7
Post allowance Project Costs Project activities shall be completed by the Local Government m
time to enable all reviews and any requested document revisions to be submitted prior to the
Departmental actions hat are scheduled in Subsections (5) (6) and (9) below
(1) Collection system study (with such additional information as necessary to satisfy all
facilities planning requirements) as adopted by the Village and accepted by all departments and
agencies having review jurisdiction, and public participation documentation no later than June 30
1997
(2) Capital financing plan complete with any supporting draft user charge system and user
charge ordinance app-opnate (if any) orgamzationalllegal documentation for special taxing
district or special assessments and public participation documentation no later than June 30
1997
(3) Sewer use ordinance and dispute resolution process no later than December 31 1996
(4) Interlocal agreement(s) necessary to implement the project including provision for
operation and maintenance no later than March 31 1997
(5) Environmental information document addressing all facilities proposed for loan funding
publication by the Department no later than August 30 1997
(6) Authorization for design of all facilities proposed for loan fundmg no later than October 15
1997
(7) Design of all Project facilities proposed for loan `undmg no later than October 1 1998
(8) Certification of availability of all sites for facilities proposed for loan funding no later than
July 1 1998
(9) Authorization to incur Post -allowance Project Costs for all Project facilities proposed for
loan finding no later than November 1 1998
(10) Unless deferred by an amendment to this Agreement apply for an Additional Completion
Loan to fund Post -allowance Project Costs no later than March 1 1999
(11) Unless deferred by an amendment to this Agreemert notification by the Department to
the Local Government no later than November 1 1998 of the conditions under which the Local
Government shall establish both the Loan Repayment Reserve Account and the monthly escrow
account and begin Monthly Loan Deposits When so notified the Local Government shall
establish both the Loan Repayment Reserve Account and monthly escrow account and begin
Monthly Loan Deposits no later than March 1 1999 The timing for the establishment of the
accounts and the beginning of Monthly Loan Deposits shall be modified in the event of an
Additional Completion Loan agreement to fund Post allowance Project Costs
Page 8
(12) Unless deferred by an amendment to this Agreement certifications under Subsection
2 0104) beginning December 1 1999 and annually no later than December 1 thereafter
(13) Submittal of audit reports under Subsection 2 01(11) no later than September 30
annually following the close of the Fiscal Year for which the audit report is prepared
4 02 PROJECT RLLA1'ED COSTS The Local Government and the Department
acknowledge that the actual Post allowance Project Costs that will result from the Project have
not been determined as of the effective date of this Agreement Post allowance Project Costs
adjustment may be made as a result of work descnbed in Section 4 01 and after completion
moneys have been made available by the Department as a result of construction bidding or as a
result of mutually agreed upon changes to the facilities to be constructed Said adjustments may
cause adjustments to the Project costs The final Project costs shall be established in the close out
amendment addressed in Section 4 08 Pursuant to Rules 62 503 800(3) and (4) of the Flonda
Administrative Code changes in Project costs may also occur as a result of the Local
Governments Project audit or the Departments audit
The Local Government agrees to the following estimates for the preconstruction Project costs
and the Post allowance Project Costs including the additional incremental costs associated with
the Loan repayment reserve Loan Service Fee and Capitalized Interest
(1) Preconstructior Project costs by category
Administrative allowance $ 39 600 00
Planning allowance $ 198 000 00
Allowance for engneenng $ 422 400 00
Loan repayment reserve $ 19 800 00
Loan Service Fee $ 13 200 00
Capitalized Interes $ 30,762.90
TOTAL PRECONS 'RUCTION PROJECT COSTS $ 723 762 90
(2) Post -allowance Project Costs category
Construction, demolition, equipment and matenals $5 650 000 00
Contingencies $ 565 000 00
Technical services dunng construction $ 345 000 00
Start up services $ 40 000 00
Loan repayment reserve (incremental) $ 198 000 00
Loan Service Fee (incremental) $ 132 000 00
Page 9
Capitalized Interest (Incremental)
TOTAL POST ALLOWANCE PROJECT COSTS
$ 89_919,00
$7 019 919 00
(3) The maximum total amount to be disbursed (Capitalized Interest is not disbursed) under
this preconstruction Loan amount plus an Additional Completion Loan to fund Post -allowance
Project Costs shall be $7 623 000 00 An amount not to exceed this sum shall be made available
to the Local Government at the interest rate established in Section 8 02 under the preconstruction
loan program set forth in Rule 62 503 350 of the Florida Administrative Code provided the
requirements of Section 4 08 are met The eligibility of individual line items in Subsection (2)
above shall be reevaluated before completion moneys are made available under Section 4 08
4 03 LOAN DISBURSEMENTS Disbursements shall be made only upon the issue of
warrants signed by the State Comptroller and only when the requests for such warrants are
accompAnied by a Department certification that such withdrawals are proper expenditures
Disbursements shall be made directly to the Local Government for planning, engmeenng and
administration allowances and for the Loan Repayment Reserve Account pursuant to Section
3 04 The disbursement of the Loan Service Fee as defined in Subsection 1 01(9) will be made
directly to the Departments Operating Trust.Fund Requests by the Local Government for
disbursements of the preconstruction funds shall not require documentation of actual costs
incurred The disbursement of preconstruction funds shall be as scheduled below The
disbursements for Post -allowance Project Costs are not scheduled in the preconstruction Loan
Agreement and such disbursements shall be scheduled as a result of an Additional Completion
Loan The timing and amounts of the preconstruction disbursements are as follows
Preconstruction Disbursement Date Amount
Planning allowance October 1 1996 $198 000 00
Administrative allowance October 1 1996 $ 39 600 00
Loan Service Fee October 15 1996 $ 13 200 00
Engineering Allowance October 15 1997 $422 400 00
Loan repayment reserve March 1 1999 $ 19 800 00
TOTAL $693 000 00
4 04 PROJECT CHANGES After the Department's environmental review has been
completed, the Local Government promptly shall notify the Department in writing of any Project
change that would require a modification to the environmental information document After the
Department provides the Local Government with written authorization to incur Post -allowance
Project Costs, Project changes prior to bid opening shall be made by addendum to plans and
specifications Changes after bid opening shall be made by change order The Local Government
shall submit all addenea and all change orders to the Department Any change order which affects
the performance standards to be established for the facilities to be constructed or which increases
Page 10
the contract amount bq more than one hundred thousand dollars ($100 000) or which alters the
purpose that the facilities to be constructed will serve will require written approval by the
Department
4 05 TITLE TO PROJECT SITE No later than the date estabhshed by Subsection 4 01(8)
the Local Government shall have an interest in real property sufficient for the construction and
location of the Project free and clear of liens and encumbrances which would impair the
usefulness of such sites for the intended use
4 06 PERMITS AND APPROVALS The Local Government shall obtain all permits and
approvals required by the Department to enable the construction of the faci sties to be funded
under an amendment to this Agreement
4 07 COMPLETION MONEYS The Department covenants that loan funds to finance Post
allowance Project Costs in the amount set forth in Subsection 4 02(2) have been scheduled to be
available to the Local Government This Agreement shall be amended to include said funds at
the interest rate set fo-th in Section 8 02 provided the Local Government complies with said
schedule and providec there are no substantive delays in repayment of other State Revolving Fund
loans upon which con pletion moneys are dependent In addition to the proceeds of this Loan
when amended to provide funds as set forth in Subsection 4 02(3) the Local Government
covenants that it has cytained or will obtain, sufficient moneys from other ources to complete
construction and place the facilities designed under the Project in operation on, or prior to the
date to be specified under an Additional Completion Loan
4 08 PROJECT CLOSE-OUT The Department shall conduct a final inspection of the Project
records As a result cf the inspection, deadlines for submitting additional el sbi,rsement requests
if any shall be established When an Additional Completion Loan is made o fund Post -allowance
Project Costs the close out of the Loan shall be postponed and combined with the close-out for
the amended loan agreement Deadlines shall be incorporated into the Loan Agreement by the
amendment At the time of the amendment the Local Governments audit under Subsection
2 01(13) shall be scheduled
4 09 SURPLUS LOAN FUNDS After the Department establishes the final costs to be
financed by the Loan, the Loan Service Fee Loan repayment reserve Capitah7ed Interest, and all
allowances may be adjusted and the balance of Loan funds remaining will be eliminated The
principal amount of the Loan will be adjusted by the Department Such an adjustment will
change on a pro rata basis the amount of the remaining Semiannual Loan Payments as addressed
in Section 8 04
ARTICLE V DEFAULTS AND REMEDIES
5 01 EVENTS OF DEFAULT Each of the following events is hereby declared an event of
default
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(1) Failure to fund the Loan Repayment Reserve Account or to make any Monthly Loan
Deposit or to deposit Pledged Revenues into the reserve account pursuant to Section 6 02 or to
make any installment of the Semiannual Loan Payment when due and such failure shall continue
for a period of 30 days
(2) Except as provided in Subsections 5 01(1) (7) and (8) 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 Local Government by the Department
(3) Any warranty representation, or other statement by or on behalf of the Local
Government contained in this Agreement or in any information famished in compliance with, or in
reference to this Agreement which is false or misleading
(5) Any proceeding instituted with the acquiescence of the Local Government for the purpose
of effecting a composition between the Local Government 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 Revenues
(6) Any bankruptcy insolvency or other stimlar proceeding instituted by or against, the Local
Government under federal or s,.ate bankruptcy or insolvency law now or hereafter in effect and if
instituted against the Local Government is not dismissed within 60 days after filing
(7) Failure of the Local Government to give immediate written notice of defai.lt to the
Department and such failure shall continue for a period of 30 days
(8) Failure of the I ocal Government to perform or to enable to be performed the project
activities in aggregate m time to enable the Department s authorization to incur Post -allowance
Project Costs for all Project facilities proposed for loan funding by the date set forth in Subsection
4 01(9) However failure to perform or to enable to be performed any of the individual project
activities itemized under Subsections 4 01(1) through (8) according to the dates listed therein,
shall not be considered an event of default
5 02 REMEDIES Upon an event of default and subject to the rights of others having prior
hens 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 require the Local Government to
fulfill this Agreement
(2) By action or suit in equity require the Local Government to account for all moneys
received from the Department and to account for the receipt use application, or disposition of
the Pledged Revenue
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(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 certifying to the Auditor General and the Comptroller 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 unobhgated funds due to the
Local Government 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
(5) By notifying financial market credit rating agencies
(6) By suing for payment of amounts due or becoming due with interest on overdue payments
together with all costs of collection including attorneys fees
(7) By accelerating the repayment schedule or increasing the interest rate by as much as three
percent per annum on the unpaid principal of the Loan for a default under Subsection 5 01(1)
(8) By terminating the Departments commitment under Section 4 07 to provide an Additional
Completion Loan for the funding of Post -allowance Project Costs
5 03 DELAY AND WAIVER 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 of 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 VI THE PLEDGED REVENUES
6 01 PLEDGED REVENUE COVERAGE The Local Government shall pledge and collect
Pledged Revenues equal to or exceeding 1 20 tunes the sum of the Semiannual Loan Payments
due in each fiscal year This Subsection shall be re negotiated if the Pledged Revenues are
changed as a result of an Additional Completion Loan pursuant to Section 4 07
6 02 RESERVED PLEDGED REVENUES The Pledged Revenues collected in excess of the
sum of the two Semiannual Loan Payments due in each fiscal year shall be deposited or
maintained in an account reserving such moneys as additional security for repayment of this Loan
For the purpose of estabhshmg requirements for account withdrawals account restoration,
investment (except that all investment income and earnings may be used at the Local
Government's discretion) of Rinds and account restrictions the analogous provisions of Sections
3 05 to 3 08 respectively shall be apphcable The reserve account deposits annually expected to
be 0 20 tunes the sum of the Semiannual Loan Payments due in each fiscal year, shall be made
beginning with the first Fiscal Year during which Monthly Loan Deposits to a monthly escrow
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account are required and this annual requirement shall be met no later than an the anniversary of
the date set forth in Subsection 4 01(11) Such deposits shall continue unti the amount on
deposit equals or exceeds the sum of the first two Semiannual Loan Payments This Subsection
shall be re negotiated if the Pledged Revenues are changed as a result of an Additional
Completion Loan pursuant to Section 4 07
6 03 SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT From and after the
effective date of this Agreement the Department shall have a hen on the Pledged Revenues prior
and superior to any other hen, pledge or assignment not specifically set forth in this Agreement
Any of the Pledged Revenues may be released from the hen on such Pledged Revenues in favor of
the Department if the Department makes a determination, based upon facts deemed sufficient by
the Department that tie remaining Pledged Revenues will in each Fiscal Year equal or exceed
120 times the debt seivice coming due in each Fiscal Year under the terms of this Agreement
6 04 ADDITIONAL DEBT OBLIGATIONS In addition to those obhgauons listed in
Subsection 1 01(11) of the Loan Agreement the Local Government may issue additional debt
obligations on a pant) with, or senior to the lien of the Department on the Pledged Revenues
with the written consent of the Department if the Pledged Revenues plus R venues to be pledged
to the additional proposed debt obligations will equal or exceed 1 20 times (or equivalent) the
annual combined debt service requirements of this Agreement plus debt service on other
obligations issued, or proposed to be issued by the Local Government secured by the Pledged
Revenues The Department shall issue written consent when the Department finds that an
adequate demonstrati^n of such coverage has been made
6 05 CHANGES TO PLEDGED REVENUES Changes to Pledged Revenues as defined in
Subsection 1 01(11) may be made at such time as the Additional Completion Loan addressed
under Section 4 07 is executed In the event of such changes the rate coverage subordination of
the Department's hen on Pledged Revenues provisions for Monthly Loan Deposits and Loan
Repayment Reserve &riding and other appropriate means of providing assurance oftimely
Semiannual Loan Payments shall be established or re established
ARTICLE VII GENERAL PROVISIONS
7 01 DISCHARGE OF OBLIGATIONS All 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 m 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 It, at any time the Local Government shall have paid or Shall have made
provision for the time y payment o% the principal amount of the Loan and interest required the
pledge of and hen on, the Pledged Revenues to the Department shall be no longer m effect
Deposit of sufficient cash, securities or investments authonzed by law from time to time may be
made to effect defeasance of this Loan However the deposi1. 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.
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7 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 Local Government has received a disbursement and before three
years have elapsed afar the Departments final Project disbursement to the Local Government
7 03 ACCESS TO PROJECT SITE The Local Government shall provide access to offices
and other sites where Project work is ongoing or has been performed to authorized
representatives of the Department at any reasonable time The Local Government shall cause its
engineers and contractors to provide copies of project records and statements for inspection
7 04 ASSIGNMENT OF RIGHTS UNDER AGREEMENT The Department may assign any
part of its rights under this Agreement after notification to the Local Government The Local
Government shall not assign rights created by this Agreement without the written consent of the
Department
7 05 AMENDMENT OF AGREEMENT This Agreement may be amended except that no
amendment shall be permitted which is inconsistent with statutes rules regulations executive
orders or written agreements between the Department and the Ti S Environmental Protection
Agency This Agreement may be amended as set forth in Section 4 07 to provide fundmg for
Post allowance Projecx Costs This Agreement shall be amended to close out the Project after
the final Project cost has been determined by the Department as set forth in Section 4 08
7 06 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
7 07 EXECUTION OF AGREEMENT This Agreement shall be executed in three or more
counterparts any of which shall be regarded as an original and all of which constitute but one and
the same instrument The Agreement becomes effective upon execution by the Department
ARTICLE VIII DETAILS OF FINANCING
8 01 PRINCIPAL AMOUNT OF LOAN The amount of the Loan is $723 762 00 including
Capitalized Interest
8 02 INTEREST RAPE The rate of interest on the unpaid principal of the Loan is 2 56%
percent per annum however if this Agreement is not executed by the Local Government and the
Department before June 30 1996 the interest rate shall be adjusted pursuant to Section 62-
503 430 of the Flond'i Administrative Code This interest rate shall apply to an Additional
Completion Loan to fund Post -allowance Project Costs provided the requirements set forth in
Section 4 07 are met
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8 03 LOAN TERM The Loan shall be repaid in forty Semiannual Loan Payments
8 04 REPAYMENT SCHEDULE The Loan repayment schedule shall be dependent upon
whether an amendment to this Loan Agreement is executed for an Additional Completion Loan to
fund Post allowance Project Costs Subsection (1) below pertains to the repayment schedule m
the event that this Agreement is amended to provide completion moneys as set forth in Section
4 07 and thereby fund Post allowance Protect Costs Subsection (2) below pertains to the
repayment schedule in the event that this Agreement is not amended
(1) When this Agreement is amended to provide completion moneys the first Semiannual Loan
Payment shall be postponed until the date to be established in the amendment for the Additional
Completion Loan The first Semiannual Loan Payment shall be computed based upon the
amended principal amount of the loan, generally expected to be the sum of the amount estimated
under Subsection 4 02(3) plus Capitalized Interest the estimated disbursement schedule to be
identified under an Additional Completion Loan reflecting construction related activities the
timing of the actual disbursements made under this Loan for preconstruction activities and the
principle of level debt service Subsequent Semiannual Loan Payments may be adjusted based
upon actual disbursement information, overpayment or underpayment associated with the amount
of previous Semiannual Loan Payment and the principle of level debt service Final costs to be
financed under the Sta e Revolving Fund loan shall be established after the Department s
inspection of the constructed facilities and associated records and after the close out amendment
to the Loan Agreement
The interest portion of each Semiannual Loan Payment shall be computed on the unpaid
balance of the principal amount of the amended loan, including Capitalized Interest recalculated to
reflect the postponement of repayment of this Loan Interest on the principal shall be computed
as of the due date of the Semiannual Loan Payment Semiannual Loan Payments shall be received
by the Department beginning on or before six months from the date established for completion of
construction as is to be set forth by amendment to this Agreement Repayments shall be made
semiannually thereafter until all amounts due hereunder have been fully paid Funds transfer shall
be made by electronic means or by means of magnetic tape when such transfer mechanisms are
available
(2) Unless this Agreement is amended to provide an Additional Completion Loan to fund Post
allowance Project Cots or otherwise deferred by an amendment to this Agi cement, the first
Semiannual Loan Payment shall be computed based upon the principal amount of the Loan as set
forth m Section 8 01 the estimated disbursement schedule identified Section 4 03 and the
principle of level debt service Subsequent Semiannual Loan Payments may be adjusted based on
the timing of actual disbursements and an adjustment for any overpayment or underpayment
associated with the amount of the first Semiannual Loan Payment Actual Project costs shall be
established after the Department's inspection of the Project records and the close out amendment
to the Loan Agreement has been issued
Each Semiannual Loan Payment shall be in the amount of $23 233 00 The interest portion of
each Semiannual Loan Payment shall be computed on the unpaid balance of the principal amount
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of the Loan, including Capitalized Interest Interest on the principal shall be computed as of the
due date of the Semiannual Loan Payment Semiannual Loan Payments shall be received by the
Department beginning on, or before September 1 1999 and semiannually thereafter on, or
before March 1 and October 1 of each year until all amounts due hereunder have been fully paid
Funds transfer shall be made by electronic means or by means of magnetic tape when either of
such transfer mechanisms are available This Subsection 8 04(2) shall be voided m the event of an
Additional Completion Loan to fund Post allowance Project Costs
THE REMAINDER OF THIS PAGE INTENTIONALLY HAS BEEN TEFT BLANK
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ARTICLE DC EXECUTION OF LOAN AGREEMENT
IN WITNESS WHEREOF the Department has caused this Agreement to be executed on its
behalf by the Secretary of the Department and the Local Government has caused this Agreement
to be executed on its behalf by the Authorized Representative and by its affixed seal The
effective date of this Agreement shall be as set forth below by the Department
for
VILLAGE OF KEY BISCAYNE FLORIDA
SEAL
Mayor
Approved as to Form and Legality
trO
est by VI - :e Clerk Village Attorney
for
STALE OF I<LORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Dated Z k• M
Secretary
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