Resolution 2023-32849RESOLUTION NO: 2023-32849
A RESOLUTION OF THE MAYOR AND `CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, RETROACTIVELY APPROVING AND AUTHORIZING
THE CITY MANAGER OR HER DESIGNEE TO APPLY FOR FUNDING, ACCEPT
FUNDING, AND APPROPRIATE FUNDING RECEIVED BY THE CITY, IN
CONNECTION WITH THE STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (DEPARTMENT) STATE REVOLVING LOAN
PROGRAM FOR DRINKING WATER FACILITIES, IN THE APPROXIMATE
AMOUNT OF $2,941,000.00, OF WHICH APPROXIMATELY $1,441,090.00 (49%)
WILL BE FORGIVABLE AND APPROXIMATELY $1,499,910.00 (51%) WILL BE
REPAYABLE BY THE CITY PURSUANT TO A LOAN AGREEMENT WITH THE
DEPARTMENT; SAID PROGRAM FUNDS BEING SUBJECT TO ADJUSTMENT
BASED UPON TOTAL PROJECT COSTS; AND FURTHER AUTHORIZING THE
CITY MANAGER TO FINALIZE AND EXECUTE ANY AND ALL DOCUMENTS OR
AGREEMENTS REQUIRED TO SECURE THESE PROGRAM FUNDS, SUBJECT
TO REVIEW AND APPROVAL BY THE CITY ATTORNEY.
WHEREAS, the City of Miami Beach applies for various grants and funding allocations from
external agencies and organizations; and
WHEREAS, the Lead and Copper Rule Revision (LCRR) was promulgated by the United
States Environmental Protection Agency (USEPA) on January 5, 2021, and became effective on
December 16, 2021; and
WHEREAS, the LCRR includes a 3-year timeframe for utilities to meet the new regulatory
requirements with a compliance deadline of October 16, 2024; and
WHEREAS, compliance deliverables include development of water service line inventory,
lead service line (LSL) replacement and updated compliance sample plan, which includes schools
and childcare facilities; and
WHEREAS, the City will be addressing the regulatory requirements, including the planning
efforts necessary to comply with LCRR and the development of an initial service line inventory;
implementing strategies to identify all water service line materials in the City's service area; and
performing routine updates to the initial inventory and development of an LSL replacement plan in
accordance with Environmental Protection Agency ("EPA") requirements (collectively, the "Project");
and
WHEREAS, the City has begun an initial effort to develop a preliminary inventory of service
line materials; however, additional efforts will be necessary to identify unknown service line materials;
and
WHEREAS, additional Project elements include design and construction efforts to replace
existing service lines with material classifications of lead and galvanized requiring replacement
(GRR); and
WHEREAS, pursuant to Section 403.8532, Florida Statutes, and Chapter 62-552, Florida
Administrative Code, the State of Florida Department of Environmental Protection (the "Department")
is authorized to make loans to finance the planning, design and construction of public water systems;
and
WHEREAS, the Florida Administrative Code rules require authorization to apply for loans, to
establish pledged revenues, to designate an authorized representative; to provide assurances of
compliance with loan program requirements; and to enter into a loan agreement; and
WHEREAS, the State Revolving Fund loan priority list designates Project No. LS-13134 as
eligible for available funding; and
WHEREAS, the City will be applying to the Department for a State Revolving Loan Program
for Drinking Water Facilities (the "Program") to fund the Planning and Design Activities of the Project,
in the amount of $2,941,000.00 (the "Program Funds"), of which $1,441,090.00 (49%) will be
forgivable and $1,499,910.00 (51%) (the "Loan") shall be repayable by the City pursuant to a loan
agreement with the Department ("Loan Agreement"); and
WHEREAS, a copy of the Loan Agreement template used by the Department is attached to
the City Commission Memorandum accompanying this Resolution; and
WHEREAS, based upon the foregoing, the Administration recommends that the Mayor and
City Commission approve and authorize the City Manager or her designee to apply for the Program
Funds, accept the Program Funds, and appropriate the Program Funds received by the City,
and execute any and all documents or agreements in connection with the acquisition of these
Program Funds including, without limitation, the proposed Loan Agreement related to the Loan,
subject to review and approval by the City Attorney.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby
retroactively approve and authorize the City Manager or her designee to apply for funding, accept
funding, and appropriate funding received by the City, in connection with the State of Florida
Department of Environmental Protection (Department) State Revolving Loan Program for Drinking
Water Facilities, in the approximate amount of $2,941,000.00, of which $1,441,090.00 (49%) will be
forgivable and $1,499,910.00 (51 %) will be repayable by the City pursuant to a Loan Agreement with
the Department; said Program Funds being subject to adjustment based upon total Project costs;
and further authorize the City Manager to finalize and execute any and all documents or agreements
required to secure these Program Funds, subject to review and approval by the City Attorney.
PASSED and ADOPTED this
ATTEST:
t1CORP ;,ORaTC
Rafael E. Granado,
/3 day of 1eum bCr�
, 2023.
DEC 1 9 2023 Steven Meiner, Mayor
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney
i I-2-1-23
Date
Resolutions - C7 I
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: December 13, 2023
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, RETROACTIVELY APPROVING AND
AUTHORIZING THE CITY MANAGER OR HER DESIGN EE TO APPLY FOR
FUNDING, ACCEPT FUNDING, AND APPROPRIATE FUNDING RECEIVED
BY THE CITY, IN CONNECTION WITH THE STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION (DEPARTMENT)
STATE REVOLVING LOAN PROGRAM FOR DRINKING WATER
FACILITIES, IN THE APPROXIMATE AMOUNT OF $2,941,000.00, OF
WHICH APPROXIMATELY $1,441,090.00 (49%) WILL BE FORGIVABLE
AND APPROXIMATELY$1,499,910.00 (51%) WILL BE REPAYABLE BY THE
CITY PURSUANT TO A LOAN AGREEMENT WITH THE DEPARTMENT,
SAID PROGRAM FUNDS BEING SUBJECT TO ADJUSTMENT BASED
UPON TOTAL PROJECT COSTS; AND 'FURTHER AUTHORIZING
THE CITY MANAGER TO FINALIZE AND EXECUTE ANY AND ALL
DOCUMENTS OR AGREEMENTS REQUIRED TO SECURE THESE
PROGRAM FUNDS, SUBJECT TO REVIEW AND APPROVAL BY THE CITY
ATTORNEY.
RECOMMENDATION
The Administration recommends approving the Resolution.
The City of Miami Beach applies for various grants and funding allocations from external
agencies and organizations.
The Lead and Copper Rule Revision (LCRR) was promulgated by the United States
Environmental Protection Agency (USEPA) on January 5, 2021, and became effective on
December 16, 2021. The LCRR includes a 3-year timeframe for utilities to meet the new
regulatory requirements with a compliance deadline of October 16, 2024.
Compliance deliverables include development of water service line inventory, lead service line
(LSL) replacement and updated compliance sample plan, which includes schools and childcare
facilities.
Page 357 of 1118
The City will be addressing the regulatory requirements, including the planning efforts necessary
to comply with LCRR including development of an initial service line inventory; implementing
strategies to identify all water service line materials in the City's service area; and performing
routine updates to the initial inventory and development of an LSL replacement plan in
accordance with Environmental Protection Agency ("EPA") requirements (collectively, the
"Project').
The City has begun an initial effort to develop a preliminary inventory of service line materials;
however, additional efforts will be necessary to identify unknown service line materials.
Additional Project elements include design and construction efforts to replace existing service
lines with material classifications of lead and galvanized requiring replacement (GRR).
Pursuant to Section 403.8532, Florida Statutes, and Chapter 62-552, Florida Administrative
Code, the State of Florida Department of Environmental Protection (the "Department') is
authorized to make loans to finance the planning, design and construction of public water
systems.
The Florida Administrative Code rules require authorization to apply for loans, to establish
pledged revenues, to designate an authorized representative; to provide assurances of
compliance with loan program requirements; and to enter into a loan agreement. The State
Revolving Fund loan priority list designates Project No. LS-13134 as eligible for available
funding.
The City will be applying to the Department for a State Revolving Loan Program for Drinking
Water Facilities (the "Program") to fund the Planning and Design Activities of the Project, in the
amount of $2,941,000.00 (the "Program Funds"), of which $1,441,090.00 (49%) will be
forgivable and $1,499,910.00 (51 %) (the "Loan") shall be repayable by the City pursuant to a
loan agreement with the Department ("Loan Agreement'). A draft copy of the Loan Agreement
template used by the Department is attached hereto.
SUPPORTING SURVEY DATA
Results from the 2022 Resident Survey related to the City's perception and satisfaction show
an overall approval of 67.4%, and rated the City as a good place to live.
FINANCIAL INFORMATION
No fiscal impact.
CONCLUSION
Based upon the foregoing, the Administration recommends that the Mayor and City
Commission approve and authorize the City Manager or her designee to apply for the
Program Funds, accept the Program Funds, and appropriate the Program Funds received by
the City, and execute any and all documents or agreements in connection with the acquisition of
these Program Funds including, without limitation, the proposed Loan Agreement related to the
Loan; subject to review and approval by the City Attorney.
Applicable Area
Citywide
Does this item utilize G.O.
Bond Funds?
Page 358 of 1118
Yes
No
Strategic Connection
Environment & Infrastructure - Improve our aging drinking water and sewer infrastructure.
Legislative Tracking
Public Works
ATTACHMENTS:
Description
❑ Planning and Design Loan Agreement. Final Draft
❑ Resolution
Page 359 of 1118
DRAFT
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
AND
*, FLORIDA
DRINKING WATER STATE REVOLVING FUND
PLANNING AND DESIGN LOAN AGREEMENT
DW*
Florida Department of Environmental Protection
State Revolving Fund Program
Marjory Stoneman Douglas Building
3900 Commonwealth Boulevard, MS 3505
Tallahassee, Florida 32399-3000
Page 360 of 1118
DRAFT
DRINKING WATER STATE REVOLVING FUND PLANNING AND DESIGN LOAN
AGREEMENT
CONTENTS PAGE
ARTICLE I - DEFINITIONS I
1.01. WORDS AND TERMS. 1
1.02. CORRELATIVE WORDS. 3
ARTICLE II - WARRANTIES, REPRESENTATIONS AND COVENANTS 4
2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS. 4
2.02. LEGAL AUTHORIZATION. 5
2.03. AUDIT AND MONITORING REQUIREMENTS. 5
ARTICLE III - LOAN REPAYMENT ACCOUNT 8
3.01. LOAN DEBT SERVICE ACCOUNT. 8
3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS. 8
3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS. 8
3.04. ASSETS HELD IN TRUST. 9
ARTICLE IV - PROJECT INFORMATION 9
4.01. PROJECT CHANGES. 9
4.02. CLOSE-OUT. 9
4.03. DISBURSEMENTS. 9
ARTICLE V - RATES AND USE OF THE UTILITY SYSTEM 10
5.01. RATE COVERAGE. 10
5.02. NO FREE SERVICE. 10
5.03. MANDATORY CONNECTIONS. 10
5.04. NO COMPETING SERVICE. 10
5.05. MAINTENANCE OF THE UTILITY SYSTEM. 10
5.06. ADDITIONS AND MODIFICATIONS. 10
5.07. COLLECTION OF REVENUES. 11
ARTICLE VI - DEFAULTS AND REMEDIES 11
6.01. EVENTS OF DEFAULT. 11
6.02. REMEDIES. 12
6.03. DELAY AND WAIVER. 13
ARTICLE VII - THE PLEDGED REVENUES 13
7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT. 13
7.02. ADDITIONAL DEBT OBLIGATIONS. 13
ARTICLE VIII - GENERAL PROVISIONS
14
8.01. DISCHARGE OF OBLIGATIONS.
14
8.02. PROJECT RECORDS AND STATEMENTS.
14
8.03. ACCESS TO PROJECT SITE.
14
Page 361 of 1118
DRAFT
DRINKING WATER STATE REVOLVING FUND PLANNING AND DESIGN LOAN
AGREEMENT
CONTENTS PAGE
8.04. ASSIGNMENT OF RIGHTS UNDER AGREEMENT.
14
8.05. AMENDMENT OF AGREEMENT.
14
8.06. ABANDONMENT, TERMINATION OR VOLUNTARY CANCELLATION.
15
8.07. SEVERABILITY CLAUSE.
15
8.08. RESERVED.
15
8.09. PUBLIC RECORDS ACCESS.
15
8.10. SCRUTINIZED COMPANIES.
16
8.11. SUSPENSION.
16
8.12. CIVIL RIGHTS.
17
ARTICLE IX — RESERVED 17
ARTICLE X - DETAILS OF FINANCING
17
10.01. PRINCIPAL AMOUNT OF LOAN.
17
10.02. LOAN SERVICE FEE.
18
10.03. INTEREST RATE.
18
10.04. LOAN TERM.
18
10.05. REPAYMENT SCHEDULE.
18
10.06. PROJECT COSTS.
19
10.07. SCHEDULE.
19
ARTICLE XI - EXECUTION OF AGREEMENT 20
Page 36 of 1118
DRAFT
DRINKING WATER STATE REVOLVING FUND
PLANNING AND DESIGN LOAN AGREEMENT
DW(*2)
THIS AGREEMENT is executed by the STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (Department) and the (* 1), FLORIDA, (Project Sponsor)
existing as a local governmental entity under the laws of the State of Florida. Collectively, the
Department and the Project Sponsor shall be referred to as "Parties" or individually as "Party".
RECITALS
Pursuant to Section 403.8532, Florida Statutes and Chapter 62-552, Florida Administrative Code,
the Department is authorized to make loans to finance the planning, design and construction of
public water systems; and
The Department is authorized to allow Principal Forgiveness on Loans funded by the Federal
Drinking Water Act; and
The Project Sponsor applied for the financing of Planning and Design Activities, and the
Department has determined that all requirements for a Loan and Principal Forgiveness have been
met.
AGREEMENT
In consideration of the Department loaning money to the Project Sponsor, in the principal amount
and pursuant to the covenants set forth below, 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) "CapitalizedInterest" 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) "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.
Page 313 of 1118
DRAFT
(5) "Design Activities" shall mean the design of work defined in the approved planning
document that will result in plans and specifications, ready for permitting and bidding, for an
eligible construction project.
(6) [If Applicable]"Electric System" shall mean all facilities owned by the Project
Sponsor for supplying electricity for residential, commercial, industrial, and governmental use.
(7) "Final Amendment" shall mean the final agreement executed between the parties that
establishes the final terms for the Loan such as the final Loan amount, the interest rate, Loan
Service Fee, amortization schedule and Semiannual Loan Payment amount.
(8) "Final Unilateral Amendment" shall mean the Loan Agreement unilaterally finalized
by the Department after Loan Agreement and Project abandonment under Section 8.06 that
establishes the final amortization schedule for the Loan.
(9) "Financial Assistance" shall mean Principal Forgiveness funds or Loan funds.
(10) "Gross Revenues" shall mean all income or earnings received by the Project Sponsor
from the ownership or operation of its Utility System, 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 Utility System,
condemnation awards or proceeds of insurance, except use and occupancy or business
interruption insurance, received with respect to the Utility System.
(11) "Loan" shall mean the amount of money to be loaned pursuant to this Agreement and
subsequent amendments.
(12) "Loan Application' shall mean the completed form which provides all information
required to support obtaining loan financial assistance from the Department.
(13) "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.
(14) "Loan Service Fee" shall mean an origination fee which shall be paid to the
Department by the Project Sponsor.
(15) "Local Governmental Entity" means a county, municipality, or special district.
(16) "Monthly Loan Deposit" shall mean the monthly deposit to be made by the Project
Sponsor to the Loan Debt Service Account.
(17) "Operation and Maintenance Expense" shall mean the costs of operating and
maintaining the Utility System 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.
Page 3;4 of 1118
DRAFT
(18) "Parity Debt" shall mean any debt obligations issued that are on an equal commercial
lien position with this Loan.
(19) "Planning Activities" shall mean the planning or administrative work necessary for
the Project Sponsor to qualify for Drinking Water State Revolving Fund financing for
construction of drinking water facilities.
(20) "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
Utility System after payment of the Operation and Maintenance Expense and the satisfaction of
all yearly payment obligations on account of the Senior Revenue Debt and any senior or parity
obligations issued pursuant to Section 7.02 of this Agreement.
(21) [Include if applicable] "Principal Forgiveness" shall mean the amount of money
awarded pursuant to this Agreement and subsequent amendments that is not to be repaid.
(22) "Project' shall mean the Planning and Design Activities for (project short
discription). This Project is a Capitalization Grant Project as defined in Chapter 62-552, Florida
Administrative Code.
(23) "Semiannual Loan Payment' shall mean the payment due from the Project Sponsor to
the Department at six-month intervals.
(24) "Senior Revenue Debt' shall mean the following debt obligations:
(a) (* Name), Florida, Water and Sewer System Revenue Refunding Bonds, Series
19 , issued in the amount of $ , pursuant to Ordinance/Resolution No. ; and
(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.
(25) "Sewer System" shall mean all facilities owned by the Project Sponsor for collection,
transmission, treatment and reuse of wastewater and its residuals.
(26) "Utility System" shall mean all devices and facilities of the Water System and Sewer
System owned by the Project Sponsor.
(27) "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 entities, as well as natural persons.
Page A5 of 1118
DRAFT
ARTICLE II - 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 shall undertake the Project on its own responsibility, to the
extent permitted by law.
(5) 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 and Design Activities financed by this
Loan.
(6) 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
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 to comply with this agreement.
(7) The Project Sponsor shall maintain records using generally accepted accounting
principles established by the Governmental Accounting Standards Board. As part of its
bookkeeping system, the Project Sponsor shall keep accounts of the Utility System separate from
all other accounts and it shall keep accurate records of all revenues, expenses, and expenditures
relating to the Utility System, and of the Pledged Revenues, Loan disbursement receipts, and
Loan Debt Service Account.
(8) 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
Page A6 of 1118
DRAFT
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.
(9) Pursuant to Section 216.347 of the Florida Statutes, the Project Sponsor shall not use
the Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a
State agency.
(10) The Project Sponsor agrees to complete the Planning and Design Activities in
accordance with the schedule set forth in Section 10.07. 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.
(11) The Project Sponsor covenants that this Agreement is entered into for the purpose of
completing Planning and Design Activities in order to construct facilities which will, in all events,
serve a public purpose.
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 identifies 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:
Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this
Agreement Consist of the Following:
Page A7 of 1118
DRAFT
Federal
State
Program .
Federal
CFDA
Funding
Appropriation
Number
Agency
Number
CFDA Title
Amount
Category
'
Capital ization.Grants
FS98452220-0
EPA
66.468
for Drinking Water
$
140129
State Revolving
Fund
(2) Audits.
(a) In the event that the Project Sponsor expends $750,000 or more in Federal awards in
its fiscal year, the Project Sponsor must have a Federal single audit conducted in accordance with
the provisions of 2 CFR Part 200, Subpart F. In determining the Federal awards expended in its
fiscal year, the Project Sponsor shall consider all sources of Federal awards, including Federal
resources received from the Department. The determination of amounts of Federal awards
expended should be in accordance with the guidelines established by 2 CFR Part 200, Subpart F.
An audit of the Project Sponsor conducted by the Auditor General in accordance with the
provisions of 2 CFR Part 200, Subpart F, will meet the requirements of this part.
(b) In connection with the audit requirements addressed in the preceding paragraph (a),
the Project Sponsor shall fulfill the requirements relative to auditee responsibilities as provided in
2 CFR Part 200, Subpart F.
(c) If the Project Sponsor expends less than $750,000 in Federal awards in its fiscal year,
an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F, 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 the event
that the Project Sponsor expends less than $750,000 in Federal awards in its fiscal year and elects
to have an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F, the
cost of the audit must be paid from non -Federal resources (i.e., the cost of such an audit must be
paid from Project Sponsor resources obtained from other than Federal entities).
(d) The Project Sponsor may access information regarding the Catalog of Federal
Domestic Assistance (CFDA) via the internet at hUs:Hsam.gov/.
(3) Report Submission.
(a) Copies of reporting packages for audits conducted in accordance with 2 CFR Part
200, Subpart F, and required by Subsection 2.03(2) of this Agreement shall be submitted, when
required by 2 CFR Part 200, Subpart F, by or on behalf of the Project Sponsor directly to each of
the following:
(i) The Department at one of the following addresses:
Page 398 of 1118
DRAFT
By Mail:
Audit Director
Florida Department of Environmental Protection
Office of the Inspector General, MS40
3900 Commonwealth Boulevard
Tallahassee, Florida 32399-30000
Electronically:
FDEPSingleAuditna,demstate. fl.us
(ii) The Federal Audit Clearinghouse designated in 2 CFR Section 200.501(a) at the
following address:
https://harvester.census.gov/facweb/
(iii) Other Federal agencies and pass -through entities in accordance with 2 CFR Section
200.512.
(b) Pursuant to 2 CFR Part 200, Subpart F, the Project Sponsor shall submit a copy of the
reporting package described in 2 CFR Part 200, Subpart F, and any management letters issued by
the auditor, to the Department at the address listed under Subsection 2.03(3)(a)(i) of this
Agreement.
(c) 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 2 CFR Part
200, Subpart F, Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.650
(nonprofit and for -profit organizations), Rules of the Auditor General, as applicable.
(d) Project Sponsors, when submitting financial reporting packages to the Department for
audits done in accordance with 2 CFR Part 200, Subpart F, or 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) 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 of the Final Amendment, 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 working papers are made
available to the Department, or its designee, Chief Financial Officer, or Auditor General upon
request for a period of five years from the date of the Final Amendment, unless extended in
writing by the Department.
(5) Monitoring.
In addition to reviews of audits, conducted in accordance with 2 CFR Part 200, Subpart F,
as revised (see audit requirements above), monitoring procedures may include; but not be limited
Page 36 of 1118
DRAFT
to, on -site visits by Department staff, limited scope audits as defined by 2 CFR Part 200, Subpart
F., 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. In the event the Department 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
understands its duty, pursuant to Section 20.055(5), F.S., to cooperate with the Inspector General
in any investigation, audit, inspection, review, or hearing. The Project Sponsor will comply with
this duty and ensure that any subcontracts issued under this Agreement will impose this
requirement, in writing, on its subcontractors.
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.
Page 310 of 1118
DRAFT
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. CLOSE-OUT.
The Department shall conduct a final inspection of the Planning and Design Activities
records. Following the inspection, deadlines for submitting additional disbursement requests, if
any, shall be established, along with deadlines for uncompleted Loan or Principal Forgiveness
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.
4.03. DISBURSEMENTS.
Disbursements shall be made 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. Disbursements shall be made directly to the Project
Sponsor for reimbursement of the incurred planning and design costs and related services.
Disbursements for materials, labor, or services shall be made upon receipt of the following:
(1) A completed disbursement request form signed by the Authorized Representative.
Such requests must be accompanied by sufficiently itemized summaries of the materials, labor, or
services to identify the nature of the work performed; the cost or charges for such work; and the
person providing the service or performing the work; and proof of payment.
(2) A certification signed by the Authorized Representative as to the current estimated
costs of the Project; that the materials, labor, or services represented by the invoice have been
satisfactorily purchased, performed, or received.
(3) Such other certificates or documents by engineers, attorneys, accountants,
contractors, or suppliers as may reasonably be required by the Department.
Page 341 of 1118
DRAFT
Requests by the Project Sponsor for disbursements of the planning and design funds shall
be made using the Department's disbursement request form. The Department reserves the right to
retain 25% of the funds until the information necessary for the Department to prepare the
Environmental Information Document as described in Rule 62-552.680, Florida Administrative
Code, has been provided.
ARTICLE V - RATES AND USE OF THE UTILITY SYSTEM
5.01. RATE COVERAGE.
The Project Sponsor shall maintain rates and charges for the services furnished by the
Utility System 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 Debt
and Parity Debt obligations.
5.02. NO FREE SERVICE.
The Project Sponsor shall not permit connections to, or furnish any services afforded by,
the Utility 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 Utility System so as to adversely affect Gross Revenues.
5.05. MAINTENANCE OF THE UTILITY SYSTEM.
The Project Sponsor shall operate and maintain the Utility System 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
Utility System which it deems desirable and which do not materially reduce the operational
integrity of any part of the Utility System. All such renewals, replacements, additions,
modifications and improvements shall become part of the Utility System.
Page 372 of 1118
DRAFT
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 Utility 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
Utility System and use its best efforts to shut off water service furnished to persons who are
delinquent beyond customary grace periods in the payment of Utility System rates, fees and other
charges.
ARTICLE VI - DEFAULTS AND REMEDIES
6.01. EVENTS OF DEFAULT.
Upon the occurrence of any of the following events (the Events of Default) all obligations
on the part of Department to make any further disbursements hereunder shall, if Department
elects, terminate. The Department may, at its option, exercise any of its remedies set forth in this
Agreement, but Department may make any disbursements or parts of disbursements after the
happening of any Event of Default without thereby waiving the right to exercise such remedies
and without becoming liable to make any further disbursement:
(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 15 days.
(2) Except as provided in Subsection 6.01(1) failure to comply with the provisions of this
Agreement, failure in the performance or observance of any of the covenants or actions required
by this Agreement or the Suspension of this Agreement by the Department pursuant to Section
8.11 below, and such failure shall continue for a period of 30 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, or if Project Sponsor shall fail to keep,
observe or perform any of the terms, covenants, representations or warranties contained in this
Agreement, the Note, or any other document given in connection with the Loan (provided, that
with respect to non -monetary defaults, Department shall give written notice to Project Sponsor,
which shall have 30 days to cure any such default), or is unable or unwilling to meet its
obligations thereunder.
(4) An order or decree entered, with the acquiescence of the Project Sponsor, appointing
a receiver of any part of the Utility 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
Page V3 of 1118
DRAFT
hereafter enacted, if the claims of such creditors are payable from Gross Revenues of the Utility
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) Any charge is brought alleging violations of any criminal law in the implementation
of the Project or the administration of the proceeds from this Loan against one or more officials of
the Project Sponsor by a State or Federal law enforcement authority, which charges are not
withdrawn or dismissed within 60 days following the filing thereof.
(8) Failure of the Project Sponsor to give immediate written notice of its knowledge of a
potential default or an event of default, hereunder; to the Department and such failure shall
continue for a period of 30 days.
6.02. REMEDIES.
All rights, remedies, and powers conferred in this Agreement and the transaction
documents are cumulative and are not exclusive of any other rights or remedies, and they shall be
in addition to every other right, power, and remedy that Department may have, whether
specifically granted in this Agreement or any other transaction document, or existing at law, in
equity, or by statute. Any and all such rights and remedies may be exercised from time to time
and as often and in such order as Department may deem expedient. Upon any of the Events of
Default and subject to the rights of others having prior liens on the Pledged Revenues, the
Department may enforce its rights by, inter alia, 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 Utility System, 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 Utility System 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 Utility System, establish and collect fees and charges, and apply the revenues to the
reduction of the obligations under this Agreement.
r
(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
Page 9; of 1118
DRAFT
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.
6.03. DELAY AND WAIVER.
No course of dealing between Department and Project Sponsor, or any failure or delay on
the part of Department in exercising any rights or remedies hereunder, shall operate as a waiver of
any rights or remedies of Department, and no single or partial exercise of any rights or remedies
hereunder shall operate as a waiver or preclude the exercise of any other rights or remedies
hereunder. No delay or omission by the Department to exercise any right or power accruing upon
Events 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 Events 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, of 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 Debt 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. The
Department may release its lien on such Pledged Revenues in favor of the Department if the
Department makes a determination in its sole discretion, 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
issuance that the Pledged Revenues, which may take into account reasonable projections of
growth of the Utility System 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
Page 1 of 1118
DRAFT
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 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 for inspection at any reasonable time
after the Project Sponsor has received a disbursement and until five years after the Final
Amendment date.
8.03. ACCESS TO PROJECT SITE.
The Project Sponsor shall provide access to offices and other sites where Planning and
Design Activities or Project work (if financed by this Loan) 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.
8.05. 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 U.S. Environmental Protection Agency (EPA). A Final Amendment
Page ] of 1118
DRAFT
establishing the final costs financed by this Loan and the actual Loan Service Fee shall be
completed after the Department's final inspection of relevant documents and records.
8.06. ABANDONMENT, TERMINATION OR VOLUNTARY 'CANCELLATION.
Failure of the Project Sponsor to actively prosecute or avail itself of this Loan (including
e.g. described in pars I and 2 below) shall constitute its abrogation and abandonment of the
rights hereunder, and the Department may then, upon written notification to the Project Sponsor,
suspend or terminate this Agreement.
(1) Failure of the Project Sponsor to draw Loan proceeds within eighteen months after
the effective date of this Agreement, or by the date set in Section 10.07 to establish the Loan Debt
Service Account, whichever date occurs first.
(2) Failure of the Project Sponsor, after the initial Loan draw, to draw any funds under
the Loan Agreement for twenty-four months, without approved justification or demonstrable
progress on the Project.
Upon a determination of abandonment by the Department, the Loan will be suspended,
and the Department will implement administrative close out procedures (in lieu of those in
Section 4.02) and provide written notification of Final Unilateral Amendment to the Project
Sponsor.
In the event that following the execution of this Agreement, the Project Sponsor decides
not to proceed with this, Loan, this Agreement can be cancelled by the Project Sponsor, without
penalty, if no funds have been disbursed.
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. RESERVED.
8.09. PUBLIC RECORDS ACCESS.
(1) The Project Sponsor shall comply with Florida Public Records law under Chapter
119, F.S. Records made or received in conjunction with this Agreement are public records under
Florida law, as defined in Section 119.011(12), F.S. The Project Sponsor shall keep and maintain
public records required by the Department to perform the services under this Agreement.
(2) This Agreement may be unilaterally canceled by the Department for refusal by the
Project Sponsor to either provide to the Department upon request, or to allow inspection and
copying of all public records made or received by the Project Sponsor in conjunction with this
Agreement and subject to disclosure under Chapter 119, F.S., and Section 24(a), Article I, Florida
Constitution.
Page 377 of 1118
DRAFT
(3) IF THE PROJECT SPONSOR HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
PROJECT SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE DEPARTMENT'S
CUSTODIAN OF PUBLIC RECORDS AT (850)245-2118, by email at
public. servicesgdep. state. fl.us, or at the mailing address below:
Department of Environmental Protection
ATTN: Office of Ombudsman and Public Services
Public Records Request
3900 Commonwealth Blvd, MS 49
Tallahassee, FL 32399
8.10. SCRUTINIZED COMPANIES.
(1) The Project Sponsor certifies that it and its subcontractors are not on the Scrutinized
Companies that Boycott Israel List. Pursuant to Section 287.135, F.S., the Department may
immediately terminate this Agreement at its sole option if the Project Sponsor or its
subcontractors are found to have submitted a false certification; or if the Project Sponsor, or its
subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is engaged in
the boycott of Israel during the term of the Agreement.
(2) If this Agreement is for more than one million dollars, the Project Sponsor certifies
that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan,
Scrutinized Companies with- Activities in the Iran Petroleum Energy Sector List, or engaged with
business operations in Cuba or Syria as identified in Section 287.135, F.S. Pursuant to Section
287.135, F.S., the Department may immediately terminate this Agreement at its sole option if the
Project Sponsor, its affiliates, or its subcontractors are found to have submitted a false
certification; or if the Project Sponsor, its affiliates, or its subcontractors are placed on the
Scrutinized Companies that Boycott the Scrutinized Companies with Activities in Sudan List, or
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with
business operations in Cuba or Syria during the term of the Agreement.
(3) The Project Sponsor agrees to observe the above requirements for applicable
subcontracts entered into for the performance of work under this Agreement.
(4) As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these
contracting prohibitions then they shall become inoperative. y
8.11. SUSPENSION.
The Department may suspend any or all of its obligations to Loan or provide financial
accommodation to the Project Sponsor under this Agreement in the following events, as
determined by the Department:
Page A of 1118
DRAFT
(1) The Project Sponsor abandons or discontinues the Project before its completion,
(2) The commencement, prosecution, or timely completion of the Project by the Project
Sponsor is rendered improbable or the Department has reasonable grounds to be insecure in
Project Sponsor's ability to perform, or
(3) The implementation of the Project is determined to be illegal, or one or more officials
of the Project Sponsor in responsible charge of, or influence over, the Project is charged with
violating any criminal law in the implementation of the Project or the administration of the
proceeds from this Loan.
The Department shall notify the Project Sponsor of any suspension by the Department of
its obligations under this Agreement, which suspension shall continue until such time as the event
or condition causing such suspension has ceased or been corrected, or the Department has re- -
instated the Agreement.
Project Sponsor shall have no more than 30 days following notice of suspension hereunder
to remove or correct the condition causing suspension. Failure to do so shall constitute a default
under this Agreement.
Following suspension of disbursements under this Agreement, the Department may
require reasonable assurance of future performance from Project Sponsor prior to re -instating the
Loan. Such reasonable assurance may include, but not be limited to, a payment mechanism using
two party checks, escrow or obtaining a Performance Bond for the work remaining.
Following suspension, upon failure to cure, correct or provide reasonable assurance of
future performance by Project Sponsor, the Department may exercise any remedy available to it
by this Agreement or otherwise and shall have no obligation to fund any remaining Loan balance
under this Agreement.
8.12. CIVIL RIGHTS.
The Project Sponsor shall comply with all Title VI requirements of the Civils Rights Act
of 1964, Section 504 of the Rehabilitation Act of 1973, and the Equal Employment Opportunity
requirements (Executive Order 11246, as amended) which prohibit activities that are intentionally
discriminatory and/or have a discriminatory effect based on race, color, national origin (including
limited English proficiency), age, disability, or sex.
ARTICLE IX — RESERVED
ARTICLE X - DETAILS OF FINANCING
10.01. PRINCIPAL AMOUNT OF LOAN.
The total amount awarded is $ Of that, the estimated amount of Principal
Forgiveness is $ . The estimated principal amount of the Loan to be repaid is $ ,
Page 379 of 1118
DRAFT
which consists of $ to be disbursed to the Project Sponsor and $ 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 establishment of the schedule of actual
disbursements.
10.02. LOAN SERVICE FEE.
The Loan Service Fee is estimated as $ for the Loan amount authorized to date. The
fee represents two percent of the Loan amount excluding Capitalized Interest; that is, two percent
of $ . The Loan Service Fee is estimated at the time of execution of the loan agreement and
shall be revised with any increase or decrease amendment. The Loan Service Fee is based on
actual Project costs and will be assessed in the final Loan amendment. The Project Sponsor shall
pay the Loan Service Fee from the first available repayments following the Final Amendment.
10.03. INTEREST RATE.
The rate of interest on the unpaid principal of the Loan amount specified in Section 10.01
is percent per annum. However, if this Agreement is not executed by the Project Sponsor
and returned to the Department before 1, 2023, the interest rate may be adjusted.
10.04. LOAN TERM.
The Loan term shall be 10 years.
10.05. REPAYMENT SCHEDULE.
Repayments shall be made semiannually (twice per year). The Semiannual Loan -Payment
shall be computed based upon the principal amount of the Loan less the Principal Forgiveness
plus the estimated Loan Service Fee and the principle of level debt service. The Semiannual Loan
Payment amount may be adjusted, by amendment of this Agreement, based upon revised
information. After the final disbursement of Loan proceeds, the Semiannual Loan Payment shall
be based upon the actual Project costs, the actual Loan Service Fee and Loan Service Fee
capitalized interest, if any, and actual dates and amounts of disbursements, taking into
consideration any previous payments. Actual Project costs shall be established after the
Department's inspection of the completed Project and associated records. The Department will
deduct the Loan Service Fee and any associated interest from the first available repayments
following the Final Amendment.
Each Semiannual Loan Payment shall be in the amount of $ 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, which includes
Capitalized Interest. Interest also shall be computed on the unpaid balance of the Loan Service
Page A of 1118
A:- "MAI 21
Fee. Interest on the unpaid balance 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 and semiannually thereafter
on 15 and 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 $
which consists of the Loan principal and the estimated Loan Service Fee.
10.06. PROJECT COSTS.
The Project Sponsor and the Department acknowledge that actual Project costs have not
been determined as of the effective date of this Agreement. An adjustment may be made due to a
reduction in the scope of work proposed for Loan funding as a result of the planning process.
Capitalized Interest will be recalculated based on actual dates and amounts of Loan
disbursements. The final costs shall be established in the final amendment. Changes in costs may
also occur as a result of the Project Sponsor's audit or the Department's audit.
The Project Sponsor agrees to the following estimates of the Project costs:
CATEGORY
Planning and Design Activities
Less Principal Forgiveness
SUBTOTAL (Loan Amount)
Capitalized Interest
PROJECT COSTS ($)
0
I
TOTAL (Loan Principal Amount) 0
10.07. SCHEDULE.
All Planning and Design Activities shall be completed no later than the completion dates
set forth below to enable the Department to accept the engineering documents.
(1) This Agreement shall be effective on . Invoices submitted for work conducted
on or after this date shall be eligible for reimbursement.
(2) Completion of all Planning and Design Activities for all Project facilities proposed for
loan funding no later than
(3) Unless deferred by amendment, establish the Loan Debt Service Account and begin
Monthly Loan Deposits no later than
(4) The first Semiannual Loan Payment in the amount of $ shall be due
Page 381 of 1118
DRAFT
ARTICLE XI - EXECUTION OF AGREEMENT
This Loan Agreement DW(*2) 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.
SEAL
for
Mayor
Attest: I attest to the opinion expressed in Section
2.02, entitled Legal Authorization.
City/County Clerk City/County Attorney
for
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Secretary or Designee Date
Page 382 of 1118