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Item P10 J �� BOARD OF COUNTY COMMISSIONERS i County of Monroe � ��r� �r � s�� Mayor Heather Carruthers,District 3 The Florida.Keys Mayor Pro Tem Michelle Coldiron,District 2 Craig Cates,District 1 David Rice,District 4 Sylvia J.Murphy,District 5 County Commission Meeting May 20, 2020 Agenda Item Summary #6939 BULK ITEM: Yes DEPARTMENT: Assistant County Administrator Kevin Wilson TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292-4441 no AGENDA ITEM WORDING: Approval of 9th amendment to the State Revolving Fund (SRF) agreement for loan WW440710 authorizing a one year deferral of loan repayments until June 15, 2021. ITEM BACKGROUND: Because of the uncertainty of revenues from the infrastructure sales surtax, staff requested a deferral of payment on the state revolving fund (SRF) loan (WW440710) that partially funded the Cudjoe regional wastewater system. FDEP has approved a one year deferral and has provided the 9th amendment and an updated amortization table. The next payment will be due on June 15, 2021. PREVIOUS RELEVANT BOCC ACTION: The following are dates of full execution of Initial loan agreement May 15, 2013 1 st Amendment December 16, 2013 2ad Amendment April 14, 2014 3rd Amendment October 27, 2014 4th Amendment October 12, 2015 5th Amendment August 9, 2016 6th Amendment January 30, 2018 7th Amendment August 6, 2018 8th Amendment October 30, 2019 CONTRACT/AGREEMENT CHANGES: Defers SRF loan payments for one year STAFF RECOMMENDATION: Approval. DOCUMENTATION: WW440710 9th Amendment for Extension WW440710 A9 AmortizationSchedule SRF 440710 original loan Amendment 1 SRF 44071 Amendment 2 SRF 44071 Amendment 3 SRF 44071 Amendment 4 SRF 44071 Amendment 5 SRF 44071 Amendment 6 SRF 440710 Amendment 7 SRF 440710 Amendment 8 SRF WW440710 FINANCIAL IMPACT: Effective Date: immediately Expiration Date: N/A Total Dollar Value of Contract: $127.3 million plus interest Total Cost to County: $136,958,109.56 Current Year Portion: None Budgeted: Yes Source of Funds: Several—Infrastructure sales surtax, user assessments CPI: N/A Indirect Costs: staff time Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: N/A County Match: N/A Insurance Required: N/A Additional Details: None Defers approximately $4.6 million in payments due in FY20 and reduces payments due in FY21 by approximately $4.6 million REVIEWED BY: Kevin Wilson Completed 05/15/2020 4:25 PM Cynthia Hall Completed 05/15/2020 4:45 PM Purchasing Skipped 05/15/2020 4:07 PM Budget and Finance Completed 05/15/2020 5:25 PM Maria Slavik Skipped 05/15/2020 4:07 PM Kathy Peters Pending Board of County Commissioners Pending 05/20/2020 9:00 AM SRF Loan WW44O71O 9th Amendment and new amortization table STATE REVOLVING FUND AMENDMENT 9 TO LOAN AGREEMENT WW440710 MONROE COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION(Department) and MONROE COUNTY, FLORIDA, (Local Government) existing as a local governmental entity under the laws of the State of Florida. Collectively, the Department and the Local Government shall be referred to as "Parties" or individually as "Party". The Department and the Local Government entered into a State Revolving Fund Loan Agreement, Number WW440710, as amended; and The Local Government has requested, and the Department has agreed to loan revisions to allow the Local Government to address immediate economic conditions. The Parties hereto agree as follows: 1. The Semiannual Loan Payment, as established in Section 10.05 of the Agreement, is revised as follows: Semiannual Loan Payments due June 15, 2020 and December 15,2020 shall be suspended, and no payment shall be due. Semiannual Loan Payments beginning June 15, 2021 and continuing semiannually thereafter on December 15 and June 15 of each year until all amounts due hereunder have been fully paid, shall include principal and interest and shall be in the amount of$4,689,740.35. 2. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 1 This Amendment 9 to Loan Agreement WW440710 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 amendment to the Loan Agreement to be executed on its behalf by the Secretary or Designee and the Local Government has caused this amendment to be executed on its behalf by its Authorized Representative and by its affixed seal. The effective date of this amendment shall be as set forth below by the Department. for MONROE COUNTY Mayor Attest: Approved as to form and legal sufficiency: �Z Yy�& County Clerk Assistant County Attorney SEAL for STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Secretary or Designee Date 2 Original Loan Document And first 8 Amendments Calculation of Semiannual Payment for Remaining Years Sponsor: Monroe County Funding Number: 440710 Beginning of Repayment Period: 12/15/2018 Payments Remaining: 36 Original Loan Combined Rate: 2.39 Date Balance Disbursement Comb. Int Total Owed At Present Value* Payment Forward Or Serv. Fee At 06/15/2021 At 12/15/2019 Amount 06/15/2021 12/15/2019 43,482,743.07 0.00 1,560,279.95 45,043,023.02 Subtotals: 45,043,023.02 44,511,115.19 1,528,645.09 Amendment 1 Combined Rate: 3.07 Date Balance Disbursement Comb. Int Total Owed At Present Value* Payment Forward Or Serv. Fee At 06/15/2021 At 12/15/2019 Amount 06/15/2021 12/15/2019 26,828,906.61 0.00 1,236,599.43 28,065,506.04 Subtotals: 28,065,506.04 27,641,213.41 1,005,129.52 Amendment 2 Combined Rate: 3 Date Balance Disbursement Comb. Int Total Owed At Present Value* Payment Forward Or Serv. Fee At 06/15/2021 At 12/15/2019 Amount 06/15/2021 12/15/2019 6,455,610.42 0.00 290,767.77 6,746,378.19 Subtotals: 6,746,378.19 6,646,678.02 240,293.33 Amendment 3 Combined Rate: 2.72 Date Balance Disbursement Comb. Int Total Owed At Present Value* Payment Forward Or Serv. Fee At 06/15/2021 At 12/15/2019 Amount 06/15/2021 12/15/2019 31,045,327.72 0.00 1,267,806.13 32,313,133.85 Subtotals: 32,313,133.85 31,879,571.68 1,125,834.15 Amendment 4 Combined Rate: 2.35 Date Balance Disbursement Comb. Int Total Owed At Present Value* Payment Forward Or Serv. Fee At 06/15/2021 At 12/15/2019 Amount Thu, 14 May 2020 15:52 Page 1 of 23 Original Loan Combined Rate: 2.39 06/15/2021 12/15/2019 18,894,668.06 0.00 666,645.30 19,561,313.36 Subtotals: 19,561,313.36 19,334,137.25 661,734.41 Amendment 7 Combined Rate: 2.48 Date Balance Disbursement Comb. Int Total Owed At Present Value* Payment Forward Or Serv. Fee At 06/15/2021 At 12/15/2019 Amount 06/15/2021 12/15/2019 7,061,368.88 0.00 262,922.82 7,324,291.70 Subtotals: 7,324,291.70 7,234,582.87 250,364.26 Totals: 139,053,646.16 137,247,298.42 4,812,000.76 *Present value is the total owed divided by (1+(Combined interest rate)/2) The Payment Amount is computed using the present value. 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WARRANTIES,REPRESENTATIONS AND COVENANTS. 4 2.02. LEGAL AUTHORIZATION. 5 2.03.AUDIT AND MONITORING REQUIREMENTS. 6 ARTICLE III-LOAN REPAYMENT ACCOUNT 9 3.01.LOAN DEBT SERVICE ACCOUNT. 9 3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS. 9 3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS. 10 3.04.ASSETS HELD IN TRUST. 10 ARTICLE IV-PROJECT INFORMATION 10 4.01. PROJECT CHANGES. 10 4.02.TITLE TO PROJECT SITE. 10 4.03.PERMITS AND APPROVALS. 10 4.04. ENGINEERING SERVICES. 10 4.05.PROHIBITION AGAINST ENCUMBRANCES. 10 4.06.COMPLETION MONEYS. 11 4.07.CLOSE-OUT. 11 4.08. LOAN DISBURSEMENTS. 11 ARTICLE V-RATES AND USE OF THE PROJECT 12 5.01.RATE COVERAGE. 12 5.02.RECEIPT OF INFRASTRUCTURE SALES TAX REVENUES. 12 5.03. ENFORCEMENT OF PAYMENT OF SPECIAL ASSESSMENT PROCEEDS. 12 5.04.NO FREE SERVICE. 12 5.05. MANDATORY CONNECTIONS. 13 5.06.NO COMPETING SERVICE. 13 5.07. MAINTENANCE OF THE PROJECT. 13 5.08. ADDITIONS AND MODIFICATIONS. 13 ARTICLE VI-DEFAULTS AND REMEDIES 13 6.01.EVENTS OF DEFAULT. 13 6.02. REMEDIES. 14 6.03.DELAY AND WAIVER. 15 ARTICLE VII-THE PLEDGED REVENUES 15 7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT. 15 7.02.ADDITIONAL DEBT OBLIGATIONS. 15 ARTICLE VIII-GENERAL PROVISIONS 16 8.0 L DISCHARGE OF OBLIGATIONS. 16 8.02.PROJECT RECORDS AND STATEMENTS. 16 8.03.ACCESS TO PROJECT SITE. 16 8.04.ASSIGNMENT OF RIGHTS UNDER AGREEMENT. 16 8.05.AMENDMENT OF AGREEMENT. 16 i 8.06.ANNULMENT OF AGREEMENT. 17 8.07. SEVERABILITY CLAUSE. 17 8.08. USE AS MATCHING FUNDS. 17 8.09.COMPLIANCE VERIFICATION. 17 ARTICLE IX-CONSTRUCTION CONTRACTS AND INSURANCE 18 9.01.AUTHORIZATION TO AWARD CONSTRUCTION CONTRACTS. 18 9.02.SUBMITTAL OF CONSTRUCTION CONTRACT DOCUMENTS. 18 9.03.INSURANCE REQUIRED. 18 ARTICLE X-DETAILS OF FINANCING 19 10.01.PRINCIPAL AMOUNT OF LOAN. 19 10.02. LOAN SERVICE FEE. 19 10.03.FINANCING RATE. 19 10.04. LOAN TERM. 20 10.05. REPAYMENT SCHEDULE. 20 10.06. PROJECT COSTS. 20 10.07.SCHEDULE. 21 ARTICLE XI-EXECUTION OF AGREEMENT 22 ii CLEAN WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT WW440710 THIS AGREEMENT is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION(Department)and MONROE COUNTY, FLORIDA, (Local Government)existing as a political subdivision 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 or refinance the construction of wastewater pollution control facilities, the planning and design of which have been reviewed by the Department;and WHEREAS,funding is provided from the State Revolving Fund program repayments and interest,which are Federally protected but which are subject to state audit requirements; and WHEREAS,the Local Government has made application for the financing of the herein defined Project,and the Department has determined that such Project meets all requirements for a loan. NOW,THEREFORE, in consideration of the Department loaning money to the Local Government, in the principal amount and pursuant to the covenants hereinafter set forth, it is agreed as follows: ARTICLE I-DEFINITIONS 1.01. WORDS AND TERMS. Words and terms used herein shall have the meanings set forth below: (1) "Agreement"or"Loan Agreement"shall mean this construction loan agreement. (2) "Authorized Representative"shall mean the official of the Local Government authorized by ordinance or resolution to sign documents associated with the Loan. (3) "Capitalized Interest"shall mean a finance charge that accrues at the Financing Rate 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. (5) "Financing Rate"shall mean the charges,expressed as a percent per annum, imposed on the unpaid principal of the Loan. The Financing Rate shall consist of an interest rate component and a Grant Allocation Assessment rate component. I (6) "Grant Allocation Assessment"shall mean an assessment,expressed as a percent per annum,accruing on the unpaid balance of the Loan. It is computed similarly to the way interest charged on the Loan is computed and is included in the Semiannual Loan Payment. The Department will use Grant Allocation Assessment moneys for making grants to financially disadvantaged small communities pursuant to Section 403.1835 of the Florida Statutes. (7) "Infrastructure Sales Surtax Revenues"shall mean the proceeds received by the Local Goverment from the levy of the one cent local government infrastructure sales pursuant to Section 212.055(2),Florida Statutes and other applicable provisions of law, after the satisfaction of all annual payment obligations with respect to the Senior Revenue Obligations and any other senior obligations issued pursuant to Section 7.02 of this Agreement. (8) "Load'shall mean the amount of money to be loaned pursuant to this Agreement and subsequent amendments. (9) "Loan Application'shall mean the completed form which provides all information required to support obtaining construction loan financial assistance. (10)"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 Local Government for the purpose of accumulating Monthly Loan Deposits and making Semiannual Loan Payments. (11)"Loan Service Fee"shall mean an origination fee which shall be paid to the Department by the Local Government. (12)"Monthly Loan Deposit"shall mean the monthly deposit to be made by the Local Government to the Loan Debt Service Account. (13)"Pledged Revenues"shall mean the specific revenues pledged as security for repayment of the Loan and shall be: (a)the Infrastructure Sales Surtax Revenues, and(b)the Special Assessment Proceeds. (14)"Project"shall mean the capital improvements financed by this Loan and shall consist of furnishing all labor,materials,and equipment to construct the collection,transmission and treatment facilities in accordance with the plans and specifications accepted by the Department for the following contracts: (a) "Cudjoe Key Advanced Water Reclamation Facility";and (b) "Cudjoe Regional Wastewater Inner Islands Collection&Transmission System;and (c) "Cudjoe Regional Wastewater Collection System for Outer Islands". The Project is in agreement with the planning documentation accepted by the Department effective January 31,2013. A Florida Finding of No Significant Impact was published on April 29, 2011 and no adverse comments were received. 2 0 5) "Semiannual Loan Payment"shall mean the payment due from the Local Government to the Department at six-month intervals. (16) "Senior Revenue Obligations"shall mean the following debt obligations: (a) Monroe County,Florida,Infrastructure Sales Surtax Revenue Bonds, Series 2003, issued in the original principal amount of S21,455,000,pursuant to the Senior Revenue Obligation Resolution; and (b) Monroe County,Florida,Infrastructure Sales Surtax Revenue Bonds, Series 2007, issued in the original principal amount of S29,415,000,pursuant to the Senior Revenue Obligation Resolution; and (c) Additional Bonds(as defined in the Senior Revenue Obligation Resolution) issued pursuant to Section 5.02 of the Senior Revenue Obligation Resolution;and (d) 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. (17)"Senior Revenue Obligation Resolution"shall mean Resolution No. 077-2003 of the Local Government adopted on February 19,2003,as amended and supplemented,and as the same may be further amended and supplemented from time to time. (18)"Special Assessments"shall mean the special assessments lawfully levied by the Local Government in accordance with the Special Assessment Legislation against properties specially benefited by the acquisition and construction of the Project. (19)"Special Assessment Legislation"shall mean, collectively,Ordinance No.027-2003 of the Local Government adopted on July 15,2003,as amended and supplemented from time to time,Resolution No. 173-2012 of the Local Government adopted on June 20,2012,Resolution No. 174-2012 of the Local Government adopted on June 20,2012,Resolution No. 197-2012 of the Local Government adopted on July 18,2012,and Resolution 198-2012 of the Local Government adopted on July 18,2012, as the same may be amended and supplemented from time to time. (20)"Special Assessment Proceeds"shall mean the proceeds of the Special Assessments lawfully collected by the Local Government,including the interest and penalties on such Special Local Government Assessments. Special Assessment Proceeds shall include moneys lawfully received by the Local Government on account of collection of any delinquent Special Assessments and any prepayments of Special Assessments. 1.02. CORRELATIVE WORDS. Words of the masculine gender shall be understood to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural and the word"person"shall include corporations and associations, including public bodies,as well as natural persons. 3 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 in equity,before any court or public body, pending or,to the best of the Local Government's knowledge,threatened,which seeks to restrain or enjoin the Local Government from entering into or complying with this Agreement. (4) All permits,real property interests,and approvals required as of the date of this Agreement have been obtained for construction and use of the Project. The Local Government knows of no reason why any future required permits or approvals 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 Government's actions or omissions in its planning,engineering,administrative, and construction activities financed by this Loan or its operation of the Project. (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 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 comply with Chapter 62-503,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 Local Government shall take such action as is necessary for compliance. (8) The Local Government shall maintain records using generally accepted accounting principles established by the Governmental Accounting Standards Board. As part of its bookkeeping system,the Local Government shall keep accounts of the Project separate from all other accounts and it shall keep accurate records of all revenues,expenses,and expenditures relating to the Project,and of the Pledged Revenues,Loan disbursement receipts,and Loan Debt Service Account. 4 (9) 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 non-ad valorem funds which will be sufficient,together with the Pledged Revenues,to make the Semiannual Loan Payments. Such other legally available non-ad valorem funds shall be budgeted in the regular annual governmental budget and designated for the purpose provided by this Subsection,and the 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 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 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 non-ad valorem funds. (10)Each year,beginning three months before the first Semiannual Loan Payment and ending with the year during which the final Loan repayment is made, the Local Government's Authorized Representative or its chief financial officer shall submit,pursuant to the schedule established in Section 10.07,a certification that: (a)Pledged Revenue collections satisfy,on a pro rata basis,the rate coverage requirement; (b)the Loan Debt Service Account contains the funds required;and(c) insurance, including that issued through the National Flood Insurance Program authorized under 42 U.S.C. secs.4001-4128 when applicable, in effect for the facilities generating the Pledged Revenues,adequately covers the customary risks to the extent that such insurance is available. (11)Pursuant to Section 216.347 of the Florida Statutes,the Local Government shall not use the Loan proceeds for the purpose of lobbying the Florida Legislature,the Judicial Branch, or a State agency. (12)The Local Government agrees to construct the Project in accordance with the Project schedule. Delays incident to strikes,riots,acts of God,and other events beyond the reasonable control of the Local Government are excepted. If for any reason construction is not completed as scheduled,there shall be no resulting diminution or delay in the Semiannual Loan Payment or the Monthly Loan Deposit. (13)The Local Government covenants that this Agreement is entered into for the purpose of financing or refinancing costs of the acquisition, construction and acquisition of the Project which will in all events serve a public purpose. The Local Government covenants that it will, under all conditions,complete and operate the Project to fulfill the public need. 2.02. LEGAL AUTHORIZATION. Upon signing this Agreement,the Local Government'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 Local Government and shall constitute a valid and legal obligation of the Local Government enforceable in accordance with its terms upon execution by both parties;and 5 (2) This Agreement specifies the revenues pledged for repayment of the Loan,and the pledge is valid and enforceable. 2.03. AUDIT AND MONITORING REQUIREMENTS. The Local Government agrees to the following audit and monitoring requirements. Funds provided under this Agreement have been identified as second-tier monies under the Federal Clean Water Act which are identified as state funds whose use is federally protected. (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: State Resources Awarded to the Local Government Pursuant to this Agreement Consist of the Following Resources Subject to Section 215.97,F.S.: State CSFA Title or State Program CSFA Fund Source Funding Appropriation Number Funding Source Number Description Amount Category Original Wastewater 37.077 Statewide Surface $40,000,000 140131 Agreement Treatment and Water Restoration Stormwater and Wastewater Management TF Projects (2) Audits. (a) In the event that the Local Government expends a total amount of state financial assistance equal to or in excess of$500,000 in any fiscal year of such Local Government,the Local Government must have a State single or project-specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes;applicable rules of the Department of Financial Services;and Chapters 10.550(local governmental entities)or 10.650(nonprofit and for-profit organizations), Rules of the Auditor General. In determining the state financial assistance expended in its fiscal year,the Local Government shall consider all sources of state financial assistance, including state financial assistance received from the Department of Environmental Protection,other state agencies,and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements. (b) In connection with the audit requirements addressed in the preceding paragraph(a); the Local Government shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2),Florida Statutes,and Chapters 10.550(local governmental entities)or 10.650(nonprofit and for-profit organizations), Rules of the Auditor General. (c) If the Local Government expends less than$500,000 in state financial assistance in its fiscal year,an audit conducted in accordance with the provisions of Section 215.97,Florida Statutes,is not required. The Local Government shall inform the Department of findings and 6 recommendations pertaining to the State Revolving Fund in audits conducted by the Local Government in which the$500,000 threshold has not been met. In the event that the Local Government expends less than$500,000 in state financial assistance in its fiscal year,and elects to have an audit conducted in accordance with the provisions of Section 215.97,Florida Statutes, the cost of the audit must be paid from the non-state entity's resources(i.e.,the cost of such an audit must be paid from the Local Government's resources obtained from other than State entities). (d) For information regarding the Florida Catalog of State Financial Assistance(CSFA), a Local Government should access the Florida Single Audit Act website located at hIMs:Hapl2s.fldfs.com/fsaa for assistance. In addition to the above websites,the following websites may be accessed for information: Legislature's Website at hgR://www.leg.state.fl.us/Welcome/index.cfin,n,State of Florida's website at hgR://www.myflorida.com/.Department of Financial Services' Website at hm://www.fldfs.com/ and the Auditor General's Website at hM://www.state.fl.usJaud-een. (3)Report Submission. (a) Copies of financial reporting packages shall be submitted by or on behalf of the Local Goverment directly to each of the following: (i) The Department at the following address: Valerie Peacock,Audit Director Office of the Inspector General Florida Department of Environmental Protection 3900 Commonwealth Boulevard,MS 41 Tallahassee, Florida 32399-3123 (ii) The Auditor General's Office at the following address: State of Florida Auditor General Room 401,Claude Pepper Building 111 West Madison Street Tallahassee,Florida 32399-1450 (iii) Copies of reports or management letters shall be submitted by or on behalf of the Local Government directly to the Department of Environmental Protection at the following address: Valerie Peacock,Audit Director Office of the Inspector General Florida Department of Environmental Protection 3900 Commonwealth Boulevard,MS 41 Tallahassee, Florida 32399-3123 (b) Any reports, management letters,or other information required to be submitted to the Department pursuant to this Agreement shall be submitted timely in accordance with Florida 7 Statutes,or Chapters 10.550(local governmental entities)or 10.650(nonprofit and for-profit organizations),Rules of the Auditor General,as applicable. (c) Local Governments,when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550(local governmental entities)or 10.650 (nonprofit and for-profit organizations),Rules of the Auditor General,should indicate the date that the reporting package was delivered to the Local Government in correspondence accompanying the reporting package. 4. Project-Specific Audit. Within 12 months after the amendment establishing final Project costs,the Local Government shall submit to the Department a Project-specific audit report for the Loan related revenues and expenditures. The audit shall address Loan disbursements received,Project expenditures,and compliance with Loan Agreement covenants. The Local Government shall cause the auditor to notify the Department immediately if anything comes to the auditor's attention during the examination of records that would constitute a default under the Loan Agreement. The audit findings shall set aside or question any costs that are unallowable under Chapter 62-503,Florida Administrative Code. A final determination of whether such costs are allowed shall be made by the Department. 5. Record Retention. The Local Government shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued,and shall allow the Department,or its designee,Chief Financial Officer,or Auditor General access to such records upon request. The Local Government shall ensure that audit 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 the audit report is issued,unless extended in writing by the Department. The Local Government is hereby advised that the Florida Single Audit Act Requirements may further apply to lower tier transactions that may be a result of this Agreement. The Local Government should confer with its chief financial officer,audit director or contact the Department for assistance with questions pertaining to the applicability of these requirements. In addition,the Local Government agrees to complete and submit the Certification of Applicability to Single Audit Act Reporting,Attachment A,attached hereto and made a part hereof,within four(4)months following the end of the Local Government's fiscal year. Attachment A should be submitted to the Department's Grants Development and Review Manager at 3900 Commonwealth Boulevard,Mail Station 93,Tallahassee,Florida 32399-3000. . The Grants Development and Review Manager is available to answer any questions at (850)245-2361. 8 6. Monitoring. In addition to reviews of audits conducted in accordance with Section 215.97, F.S.,as revised monitoring procedures may include,but not be limited to, on-site visits by Department staff and/or other procedures. By entering into this Agreement,the Local Government agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Department of Environmental Protection. In the event the Department of Environmental Protection determines that a limited scope audit of the Local Government is appropriate,the Local Government agrees to comply with any additional instructions provided by the Department to the Local Government regarding such audit. The Local Government further agrees to comply and cooperate with any inspections,reviews,investigations,or audits deemed necessary by the Chief Financial Officer or Auditor General. ARTICLE III-LOAN REPAYMENT ACCOUNT 3.01. LOAN DEBT SERVICE ACCOUNT. The Local Government 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 Local Government 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 Local Government fails to make a required Monthly Loan Deposit,the Local Government's chief financial officer shall notify the Department of such failure. In addition,the Local Government 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 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 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. 9 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 Local Government's obligations pursuant to Section 8.01. 3.04. ASSETS HELD IN TRUST. The assets in all accounts created under this Loan Agreement shall be held in trust for the purposes provided herein and used only for the purposes and in the manner prescribed in this Agreement; and,pending such use,said assets shall be subject to a lien and charge in favor of the Department. ARTICLE IV-PROJECT INFORMATION 4.01. PROJECT CHANGES. 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 addenda and all change orders to the Department for an eligibility determination. After execution of all construction,equipment and materials contracts,the Project contingency may be reduced. 4.02.TITLE TO PROJECT SITE. 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. 4.03. PERMITS AND APPROVALS. The Local Government shall have obtained,prior to the Department's authorization to award construction contracts,all permits and approvals required for construction of the Project or portion of the Project funded under this Agreement. 4.04. ENGINEERING SERVICES. A professional engineer,registered in the State of Florida,shall be employed by,or under contract with,the Local Government to oversee construction. 4.05. PROHIBITION AGAINST ENCUMBRANCES. Other than the existing lease between the Local Government and the Florida Keys Aqueduct Authority,the Local Government is prohibited from selling, leasing,or disposing of any part of the Project which would materially reduce operational integrity so long as this Agreement, including any amendment thereto, is in effect unless the written consent of the Department is fast secured. 10 4.06. COMPLETION MONEYS. In addition to the proceeds of this Loan,the Local Government covenants that it has obtained, or will obtain, sufficient moneys from other sources to complete construction and place the Project in operation on,or prior to,the date specified in Article X. Failure of the Department to approve additional financing shall not constitute a waiver of the Local Government's covenants to complete and place the Project in operation. 4.07. CLOSE-OUT. The Department shall conduct a final inspection of the Project and Project records. Following the inspection,deadlines for submitting additional disbursement requests, if any,shall be established,along with deadlines for uncompleted Loan requirements, if any. Deadlines shall be incorporated into the Loan Agreement by amendment. The Loan principal shall be reduced by any excess over the amount required to pay all approved costs. As a result of such adjustment,the Semiannual Loan Payment shall be reduced accordingly,as addressed in Section 10.05. 4.08. LOAN 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 Local Government for allowance costs and reimbursement of the incurred construction costs and related services.Disbursement of the allowance costs shall be made upon the Department's receipt of a disbursement request form. Up to seventy percent of the estimated allowance shall be disbursed after the Loan Agreement is signed. The remainder of the allowance shall be disbursed after all procurement contracts are executed and shall be adjusted to reflect as-bid costs. The entire estimated allowance may be disbursed after the Loan Agreement is signed if the local government agrees to an allowance adjustment after all contracts have been bid. 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. (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 and applied to the project;that all funds received to date have been applied toward completing the Project; and that under the terms and provisions of the contracts,the Local Government is required to make such payments. (3) A certification by the engineer responsible for overseeing construction stating that equipment, materials, labor and services represented by the construction invoices have been satisfactorily purchased,or received,and applied to the Project in accordance with construction contract documents;stating that payment is in accordance with construction contract provisions; stating that construction,up to the point of the requisition, is in compliance with the contract 11 documents;and identifying all additions or deletions to the Project which have altered the Project's performance standards, scope,or purpose since the issue of the Department construction permit. (4) Such other certificates or documents by engineers,attorneys,accountants, contractors,or suppliers as may reasonably be required by the Department. ARTICLE V-RATES AND USE OF THE PROJECT 5.01.RATE COVERAGE. Pledged Revenues shall equal or exceed 1.15 times the sum of the Semiannual Loan Payments due in each Fiscal Year. In addition, the Local Government shall satisfy the coverage requirements of all Senior Revenue Obligations and parity debt obligations. 5.02.RECEIPT OF INFRASTRUCTURE SALES TAX REVENUES. The Local Government covenants to do all things necessary or required on its part by applicable Florida law or otherwise to maintain the levy and receipt of the Infrastructure Sales Surtax Revenues. The Local Government shall exercise all legally available remedies to enforce such levy,collection and receipt now or hereafter available under law. The Local Government will not take any action,including amending or supplementing the ordinance authorizing and allowing for the levy and collection of the Infrastructure Sales Surtax Revenues,or enter into any agreement that shall result in reducing the level of Infrastructure Sales Surtax Revenues received by the Local Government from that level prevailing at the time the Local Government takes such action or enters into such agreement. 5.03. ENFORCEMENT OF PAYMENT OF SPECIAL ASSESSMENT PROCEEDS. The Local Government will receive,collect and enforce the payment of Special Assessment Proceeds in the manner prescribed by this Agreement and the Special Assessment Legislation and all other resolutions,ordinances or laws appertaining thereunto,and will pay and deposit the Special Assessment Proceeds into the Loan Debt Service Account in accordance with Section 3.01 hereof. Absent a default or delinquency in the payment of any Special Assessment, nothing herein shall require the prepayment of any installment due on a Special Assessment prior to its due date,except as otherwise provided by the Special Assessment Legislation. Special Assessments will be levied to the full extent permitted by law and the Special Assessment Legislation. The Local Government shall cause the Special Assessment Proceeds to be collected pursuant to the Uniform Assessment Collection Act(as defined in the Special Assessment Legislation)and shall not change or allow a change in such method of collection without the prior written consent of the Department. 5.04.NO FREE SERVICE. The Local Government shall not permit connections to,or furnish any services afforded by the Project without making a charge therefore based on the Local Govennnent's uniform schedule of rates, fees,and charges. 12 5.05. MANDATORY CONNECTIONS. The Local Government 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 Project to connect such building to the Project. 5.06.NO COMPETING SERVICE. The Local Government shall not allow any person to provide any services which would compete with the Project. 5.07. MAINTENANCE OF THE PROJECT. The Local Government shall,or cause the Florida Keys Aqueduct Authority to,operate and maintain the Project in a proper, sound and economical manner and shall make all necessary repairs,renewals and replacements. 5.08. ADDITIONS AND MODIFICATIONS. The Local Government may make any additions,modifications or improvements to the Project which it deems desirable and which do not materially reduce the operational integrity of any part of the Project. All such renewals,replacements,additions, modifications and improvements shall become part of the Project. ARTICLE VI- DEFAULTS AND REMEDIES 6.01. EVENTS OF DEFAULT. Each of the following events is hereby declared an event of default: (1) Failure to make any Monthly Loan Deposit or to make any installment of the Semiannual Loan Payment when it is due and such failure shall continue for a period of 30 days. (2) Except as provided in Subsections 6.01(1)and 6.01(7), failure to comply with the provisions of this Agreement or failure in the performance or observance of any of the covenants or actions required by this Agreement and such failure shall continue for a period of 60 days after written notice thereof to the 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 furnished in compliance with,or in reference to,this Agreement,which is false or misleading. (4) An order or decree entered,with the acquiescence of the Local Government, appointing a receiver of any part of the Project or Pledged Revenues;or if such order or decree, having been entered without the consent or acquiescence of the Local Government, shall not be vacated or discharged or stayed on appeal within 60 days after the entry thereof. 13 (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 Pledged Revenues of the Project. (6) Any bankruptcy, insolvency or other similar proceeding instituted by,or against,the Local Government under federal or state 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 default to the Department and such failure shall continue for a period of 30 days. 6.02. REMEDIES. Upon any event of default and subject to the rights of others having prior liens on the Pledged Revenues,the Department may enforce its rights by any of the following remedies: (1) By mandamus or other proceeding at law or in equity,cause the collection of Pledged Revenues, and to 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 or from the ownership of the Project 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 Project, levy and collect the Pledged Revenues,and apply the Pledged Revenues to the reduction of the obligations under this Agreement. (5) By certifying to the Auditor General and the Chief Financial Officer delinquency on loan repayments, the Department may intercept the delinquent amount plus a penalty from any unobligated 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. The Department may impose a penalty in an amount not to exceed an interest rate of 18 percent per annum on the amount due in addition to charging the cost to handle and process the debt. Penalty interest shall accrue on any amount due and payable beginning on the 30th day following the date upon which payment is due. (6) By notifying financial market credit rating agencies and potential creditors. (7) By suing for payment of amounts due,or becoming due,with interest on overdue payments together with all costs of collection, including attorneys'fees. 14 (8) By accelerating the repayment schedule or increasing the Financing Rate on the unpaid principal of the Loan to as much as 1.667 times the Financing Rate for a default under Subsection 6.01(1). 6.03. DELAY AND WAIVER. No delay or omission by the Department to exercise any right or power accruing upon event of default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised as often as may be deemed expedient. No waiver or any default under this Agreement shall extend to or affect any subsequent event of default,whether of the same or different provision of this Agreement,or shall impair consequent rights or remedies. ARTICLE VII-THE PLEDGED REVENUES 7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT. From and after the effective date of this Agreement,the Department shall have a lien on the Pledged Revenues,which along with any other Department State Revolving Fund liens on the Pledged Revenues,on equal priority,will be prior and superior to any other lien,pledge or assignment with the following exception. All obligations of the Local Government under this Agreement shall be junior, inferior,and subordinate in all respects in right of payment and security to the Senior Revenue Obligations defined in Section 1.01 of this Agreement and to any additional senior obligations issued with the Department's consent pursuant to Section 7.02. Any of the Pledged Revenues may be released from the lien on such Pledged Revenues in favor of the Department if the Department makes a determination,based upon facts deemed sufficient by the Department,that the remaining Pledged Revenues will,in each Fiscal Year,equal or exceed 1.15 times the debt service coming due in each Fiscal Year under the terms of this Agreement. 7.02.ADDITIONAL DEBT OBLIGATIONS. The Local Government 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 shall be granted if the Local Government demonstrates at the time of such issuance that the Pledged Revenues,which may take into account revenue increases, plus revenues to be pledged to the additional proposed debt obligations will,during the period of time Semiannual Loan Payments are to be made under this Agreement,equal or exceed 1.1 S times the annual combined debt service requirements of this Agreement and the obligations proposed to be issued by the Local Government and will satisfy the coverage requirements of all other debt obligations secured by the Pledged Revenues. Notwithstanding the foregoing,no such consent is required with respect to issuance of Senior Revenue Obligations as deemed in Section 1.01. 15 ARTICLE VHI-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 Local Government shall have paid,or shall have made provision for the timely payment of,the entire principal amount of the Loan,and as applicable,Loan Service Fee, interest,and Grant Allocation Assessment charges, 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 Local Government has received a disbursement and until five years after the date that the Project-specific audit report,required under Subsection 2.03(4),is issued. 8.03. ACCESS TO PROJECT SITE. The Local Government shall provide access to Project sites and administrative offices to authorized representatives of the Department at any reasonable time. The Local Government shall cause its engineers and contractors to cooperate during Project inspections, including making available working copies of plans and specifications and supplementary materials. 8.04. 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 assignn rights created by this Agreement without the written consent of the Department. 8.05. AMENDMENT OF AGREEMENT. This Agreement may be amended in writing,except that no amendment shall be permitted which is inconsistent with statutes,rules,regulations,executive orders,or written agreements between the Department and the U.S. Environmental Protection Agency. This Agreement may be amended after all construction contracts are executed to re-establish the Project cost,Loan amount,Project schedule,and Semiannual Loan Payment amount. A final amendment establishing the final Project costs and the Loan Service Fee based on actual Project costs shall be completed after the Department's final inspection of the Project records. 16 8.06. ANNULMENT OF AGREEMENT. The Department may unilaterally annul this Agreement if the Local Government has not drawn any of the Loan proceeds within eighteen months after the effective date of this Agreement. If the Department unilaterally annuls this Agreement,the Department will provide written notification to the Local Government. 8.07. SEVERABILTTY CLAUSE. If any provision of this Agreement shall be held invalid or unenforceable, the remaining provisions shall be construed and enforced as if such invalid or unenforceable provision had not been contained herein. 8.08. USE AS MATCHING FUNDS. The U.S. Environmental Protection Agency has provided a class deviation from the provisions of 40 CFR 35.3125(b)(1)to allow these second tier funds to be used as local matching requirements for most EPA grant funded treatment works projects, including special Appropriations Act projects. 8.09. COMPLIANCE VERIFICATION. (1) The Local Government shall periodically interview 10%of the work force entitled to Davis-Bacon prevailing wages(covered employees)to verify that contractors or subcontractors are paying the appropriate wage rates. As provided in 29 CFR 5.6(a)(5),all interviews must be conducted in confidence.The Local Government must use Standard Form 1445 or equivalent documentation to memorialize the interviews. Copies of the SF 1445 are available from EPA on request. (2) The Local Government shall periodically conduct spot checks of a representative sample of weekly payroll data to verify that contractors or subcontractors are paying the appropriate wage rates. The Local Government shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with Davis-Bacon posed by contractors or subcontractors and the duration of the contract or subcontract. Local Governments must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the contractor or subcontractor is not complying with Davis-Bacon. In addition,during the examinations the Local Government shall verify evidence of fringe benefit plans and payments thereunder by contractors and subcontractors who claim credit for fringe benefit contributions. (3) The Local Government shall periodically review contractors and subcontractors use of apprentices and trainees to verify registration and certification with respect to apprenticeship and training programs approved by either the U.S Department of Labor(DOL)or a state,as appropriate,and that contractors and subcontractors are not using disproportionate numbers of laborers,trainees,and apprentices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in items(1)and(2)above. 17 (4) Local Governments must immediately report potential violations of the Davis-Bacon prevailing wage requirements to the EPA Davis-Bacon contact Sheryl Parsons at Parsons.SheryRgRamail.epa.gov and to the appropriate DOL Wage and Hour District Office listed at hM:Hwww.dol.izov/whd/america2.htm. ARTICLE IX-CONSTRUCTION CONTRACTS AND INSURANCE 9.01. AUTHORIZATION TO AWARD CONSTRUCTION CONTRACTS. The following documentation is required to receive the Department's authorization to award construction contracts: (1) Proof of advertising. (2) Award recommendation,bid proposal,and bid tabulation(certified by the responsible engineer). (3) Certification of compliance with the conditions of the Department's approval of competitively or non-competitively negotiated procurement, if applicable. (4) Certification Regarding Disbarment, Suspension, Ineligibility and Voluntary Exclusion. (5) Assurance that the Local Government or the Florida Keys Aqueduct Authority and contractors are in compliance with Section 1606 with labor standards, including prevailing wage rates established for its locality by the U.S. Department of Labor under the Davis-Bacon Act for Project construction. 9.02. SUBMITTAL OF CONSTRUCTION CONTRACT DOCUMENTS. After the Department's authorization to award construction contracts has been received, the Local Government shall submit,or cause the Florida Keys Aqueduct Authority to submit: (1) Contractor insurance certifications. (2) Executed Contract(s). (3) Notices to proceed with construction. 9.03. INSURANCE REQUIRED. The Local Government,or the Florida Keys Aqueduct Authority,shall cause the Project, as each part thereof is certified by the engineer responsible for overseeing construction as completed,and the Project(hereafter referred to as"Revenue Producing Facilities")to be insured by an insurance company or companies licensed to do business in the State of Florida against such damage and destruction risks as are customary for the operation of Revenue Producing Facilities of like size,type and location to the extent such insurance is obtainable from time to time against any one or more of such risks. 18 The proceeds of insurance policies received as a result of damage to,or destruction of, the Project or the other Revenue Producing Facilities, shall be used to restore or replace damaged portions of the facilities. If such proceeds are insufficient,the Local Government shall provide additional funds to restore or replace the damaged portions of the facilities. Repair,construction or replacement shall be promptly completed. ARTICLE X-DETAILS OF FINANCING 10.01. PRINCIPAL AMOUNT OF LOAN. The estimated principal amount of the Loan is$41,324,000,which consists of $40,000,000 to be disbursed to the Local Government and$1,324,000 of Capitalized Interest. Capitalized Interest is not disbursed to the Local Government,but is amortized via periodic Loan repayments to the Department as if it were actually disbursed. Capitalized Interest is computed at the Financing Rate,or rates,set for the Loan. It accrues and is compounded annually from the time when disbursements are made until six months before the first Semiannual Loan Payment is due. Capitalized Interest is estimated prior to establishing the schedule of actual disbursements. This project is a Segmented Project. Additional State Revolving Fund financing for the Project is dependent upon the availability of additional funds. The current funding limitations and future funding priority entitlement for Segmented Projects are set forth in the Chapter 62-503 of the Florida Administrative Code. 10.02. LOAN SERVICE FEE. The Loan Service Fee is estimated as$800,000 for the Loan amount authorized to date. The fee represents two percent of the Loan amount excluding Capitalized Interest amount; that is,two percent of$40,000,000. 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 assessed in the final loan amendment.The Local Government shall pay the Loan Service Fee from the first available repayment(s) following the final amendment. Capitalized Interest is computed on the assessed Loan Service Fee at the Financing Rate, or rates and included in the final amendment. It accrues and is compounded annually from the final amendment date until six months before the first Semiannual Loan Payment is due. 10.03. FINANCING RATE. The Financing Rate on the unpaid principal of the Loan amount specified in Section 10.01 is 2.39 percent per annum. The Financing Rate equals the sum of the interest rate and the Grant Allocation Assessment Rate. The interest rate is 1.195 percent per annum and the Grant Allocation Assessment rate is 1.195 percent per annum. However, if this Agreement is not executed by the Local Government and returned to the Department before July 1,2013 the Financing Rate may be adjusted. A new Financing Rate shall be established for any funds provided by amendment to this Agreement. 19 10.04. LOAN TERM. The Loan shall be repaid in 40 Semiannual Loan Payments. 10.05.REPAYMENT SCHEDULE. The Semiannual Loan Payment shall be computed based upon the principal amount of the Loan 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$1,330,929 until the payment amount is adjusted by amendment. The interest and Grant Allocation Assessment portions of each Semiannual Loan Payment shall be computed,using their respective rates,on the unpaid balance of the principal amount of the Loan,which includes Capitalized Interest. Interest(at the Financing Rate)also shall be computed on the estimated Loan Service Fee. The interest and Grant Allocation Assessment on the unpaid balance shall be computed as of the due date of each Semiannual Loan Payment. Semiannual Loan Payments shall be received by the Department beginning on August 15, 2016 and semiannually thereafter on February 15 and August 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 $42,124,000, which consists of the Loan principal and the estimated Loan Service Fee. 10.06. PROJECT COSTS. The Local Government and the Department acknowledge that the actual Project costs have not been determined as of the effective date of this Agreement. Project cost adjustments may be made as a result of mutually agreed upon Project changes. Capitalized Interest will be recalculated based on actual dates and amounts of Loan disbursements. If the Local Government receives other governmental financial assistance for this Project,the costs funded by such other governmental assistance will not be financed by this Loan. The Department shall establish the final Project costs after its final inspection of the Project records. Changes in Project costs may also occur as a result of the Local Government's Project audit or a Department audit. The Local Government agrees to the following estimates of Project costs: REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 20 PROJECT COSTS AUTHORIZED LOAN CATEGORY COST($) AMOUNT($)TO DATE Allowance costs 5,434,652 Construction and Demolition 125,957,789 Line items Contingencies 6,297,889 may vary Technical Services After Bid Opening 8,817,045 based on Actual (Less Florida Appropriations& Local Funds) (56,507,375) Disbursements SUBTOTAL (Disbursable Amount) 90,000,000 40,000,000 Capitalized Interest 1,324,000 1,324,000 TOTAL (Loan Principal Amount) 91,324,000 41,324,000 10.07. SCHEDULE. The Local Government agrees by execution hereof: (1) Completion of Project construction is scheduled for February 15,2016. (2) The Loan Debt Service Account shall be established and Monthly Loan Deposits shall begin no later than February 15, 2016. (3) The initial annual certification required under Subsection 2.01(10)of this Agreement shall be due May 15, 2016. Thereafter the certification shall be submitted no later than September 30 of each year until the final Semiannual Loan Payment is made. (4) The first Semiannual Loan Payment in the amount of$1,330,929 shall be due August 15, 2016. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 21 ARTICLE XI-EXECUTION OF AGREEMENT This Loan Agreement WW440710 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. IN WITNESS WHEREOF,the Department has caused this Agreement to be executed on its behalf by the Program Administrator and the Local Government 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 Program Administrator. for MONROE COUNTY Mayor,Board of County Commissioners ATT L) �., ►v� CLERIC eY, .. I attest to the opinion expressed in Section 7ZEP CLERK 6 iS/z-,3 2.02, entitled Legal Authorization. Attest Clerk IrCounty Attorney SEAL WIONROE COUNTYr ATTORNEY idW T B.SHI�LNrW JR. A for Data. —/ ! STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION n.A-i.&+ MAY 2 8 2013 Program Administrator Date State Revolving Fund Attachment included as part of this Agreement: Attachment A -Certification of&RlicabilitZ to Single Audit Act Reporting 22 ATTACE VIVIENT A CERTIFICATION OF APPLICABILITY TO SINGLE AUDIT ACT REPORTING Grantee's Name: Grantee Fiscal Year Period: FROM: TO: Total State Financial Assistance Expended during Grantee's most recently completed Fiscal Year: Total Federal Financial Assistance Expended during Grantee's most recently completed Fiscal Year: CERTIFICATION STATEMENT: I hereby certify that the above information is correct. Signature Date Print Name and Position Title DEP Agreement No.W W440710,Attachment A,Page 1 of 3 INSTRUCTIONS FOR COMPLETING THE ATTACHMENT Grantee Fiscal Year Period: FROM: Month/Year TO: Month/Year NOTE: THIS SHOULD BE THE GRANTEE'S FISCAL YEAR FROM (MONTHIYEAR) TO (MONTHIYEAR). Total State Financial Assistance Expended during Grantee's most recently completed Fiscal Year: NOTE: THIS AMOUNT SHOULD BE THE TOTAL STATE FINANCIAL ASSISTANCE EXPENDED FROM ALL STATE AGENCIES,NOT JUST DEP. Total Federal Financial Assistance Expended during Grantee's most recently completed Fiscal Year: NOTE: THIS AMOUNT SHOULD BE THE TOTAL FEDERAL FINANCIAL ASSISTANCE EXPENDED FROM ALL FEDERAL AGENCIES,NOT JUST THROUGH DEP. The Certification should be signed by your Chief Financial Officer. .Please print the name and include the title and date of the signature. DEP Agreement No.WW440710,Attachment A,Page 2 of 3 i o CERTIFICATION OF APPLICABILITY TO SINGLE AUDIT ACT REPORTING FREQUENTLY ASKED QUESTIONS 1. Question: Do I complete and return this form when I return my signed Agreement/Amendment? Answer: No, this form is to be completed and signed by your Chief Financial Officer and returned 4 months after the end of your fiscal year. 2. Question: Can I fax the form to you? Answer: Yes,you can fax the Certification form,the fax number is 850/245-2411. 3. Question: How can I submit the form if our audit is not completed by the due date of this letter? Answer: You should be able to complete the form from the information in your accounting system. This is just to let our Office of the Inspector General know which entities they should be getting an audit from. If you are under the threshold you do not have to submit a copy of your audit,only the Certification form. 4. Question: Do you only want what we received from DEP? Answer: No, the Single Audit is the TOTAL AMOUNT of funds that you expended towards all state or federal grants that you receive. You should list those that are specific to DEP on the form. 5. Question: Do I have to submit the completed form and a copy of my audit? Answer: No, you do not have to submit your audit unless you are over the threshold of $500,000. If you•would prefer to submit your audit (CAFR)instead of the form, that is fine. 6. Question: Our CAM will not be ready before your due date and we don't have the information necessary to complete the certification. Can we get an extension? Answer: Yes,just send us an Email letting us know when you will have your CAFR completed and we will place the Email with your letter in our file so that you don't get a 2nd notice. 7. Question: Can I submit my Certification Form or CAFR electronically? Answer: Yes,you can submit them by Email to Debbie.skelton@ft.state.fl.us DEP Agreement No.WW440710,Attachment A,Page 3 of 3 Clean Water SRF Encumbrance Information Project Sponsor: Monroe County Project Funding Number: 440710 Amendment#: 0 Award Date: 05/28/2013 Principal Forgiveness $0.00 Amount: Loan Amount: $40,000,000.00 --------- -------------------- Total Amount: $40,000,000.00 Princi al For iveness Portion Organization I EO I Object I Fund Category Grant FY Amount 37352010000 1 WB 1790044 1661001 1140131 1 SRF I i I- J $0.00 Loan Portion Organization I EO I Object I Fund Category Grant FY Amount 37352010000 1 WB 1790042 1661001 1140131 1 SRF 1 ( $40 000 000.00 FEIN: 596000749 Seq No: ® Mail ❑ EFT DisbTo: Monroe County Board of County Commissioners 1100 Simonton Street Key West,FL 33040 AMENDMENT 1 TO LOAN AGREEMENT WW440710 MONROE COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department)and MONROE COUNTY, FLORIDA, (the "Local Government") existing as a local governmental agency under the laws of the State of Florida. WITNESSETH: WHEREAS, the Department and the Local Government entered into a Clean Water State Revolving Fund Loan Agreement,Number WW440710, authorizing a Loan amount of $40,000,000, excluding Capitalized Interest; and WHEREAS, the Local Government is entitled to additional financing of$25,000,000, excluding Capitalized Interest; and WHEREAS,revised provisions for audit requirements are needed; and WHEREAS, a Financing Rate must be established for the additional financing amount awarded in this amendment; and WHEREAS, a Loan Service Fee must be estimated for the additional financing; and WHEREAS, the Semiannual Loan Payment amount needs revision to reflect an adjustment in the Loan amount. NOW, THEREFORE,the parties hereto agree as follows: 1. Subsection 2.03(1)of the Agreement is deleted and replaced as follows: The Local Government agrees to the following audit requirements. Funds provided under this Agreement have been identified as second-tier monies under the Federal Clean Water Act which are identified as state funds whose use is federally protected. (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: State Resources Awarded to the Local Government Pursuant to this Agreement Consist of the Following Resources Subject to Section 215.97, F.S.: State State Program CSFA CSFA Title or Fund Funding Appropriation Number Funding Source Number Source Description Amount Category Original Wastewater 37.077 Statewide Surface $65,000,000 140131 Agreement Treatment and Water Restoration Stormwater and Wastewater Management TF Projects 1 2. Subsections 8.09(1) and (2) of the Agreement are deleted and replaced as follows: (1) The Local Government shall periodically interview 10%of the work force entitled to Davis-Bacon prevailing wages (covered employees)to verify that contractors or subcontractors are paying the appropriate wage rates. Local Governments shall immediately conduct interviews in response to an alleged violation of the prevailing wage requirements. As provided in 29 CFR 5.6(a)(5) all interviews must be conducted in confidence. The Local Government must use Standard Form 1445 or equivalent documentation to memorialize the interviews. Copies of the SF 1445 are available from EPA on request. (2) The Local Government shall periodically conduct spot checks of a representative sample of weekly payroll data to verify that contractors or subcontractors are paying the appropriate wage rates. The Local Government shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with Davis-Bacon posed by contractors or subcontractors and the duration of the contract or subcontract. At a minimum, if practicable,the subrecipient should spot check payroll data within two weeks of each contractor or subcontractor's submission of its initial payroll data and two weeks prior to the completion date the contract or subcontract. Local Governments must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the contractor or subcontractor is not complying with Davis-Bacon. In addition, during the examinations the Local Government shall verify evidence of fringe benefit plans and payments thereunder by contractors and subcontractors who claim credit for fringe benefit contributions. 3. Additional financing in the amount of$25,000,000, excluding Capitalized Interest, is hereby awarded to the Local Government. 4. A Financing Rate of 3.07 percent per annum is established for the additional financing amount awarded in this amendment. Individually,the interest rate is 1.535 percent per annum and the Grant Allocation Assessment rate is 1.535 percent per annum. However, if this amendment is not executed by the Local Government and returned to the Department before December 31, 2013, the Financing Rate may be adjusted. 5. The estimated principal amount of the Loan is hereby revised to $67,143,600,which consists of$65,000,000 authorized for disbursement to the Local Government and $2,143,600 of Capitalized Interest. This total consists of the following: (a) Original Agreement of$41,300,400, including $40,000,000 authorized for disbursement to the Local"Government and $1,300,400 of Capitalized Interest, at a Financing Rate of 2.39 percent per annum (the interest rate is 1.195 percent per annum and the Grant Allocation Assessment rate is 1.195 percent per annum); and (b) Amendment 1 of$25,843,200, including$25,000,000 authorized for disbursement to the Local Government and $843,200 of Capitalized Interest, at a Financing Rate of 3.07 percent per annum (the interest rate is 1.535 percent per annum and the Grant Allocation Assessment rate is 1.535 percent per annum). 2 6. An additional Loan Service Fee in the amount of$500,000, for a total of$1,300,000, is hereby estimated. The fee represents two percent of the Loan amount excluding Capitalized Interest,that is, two percent of$65,000,000. 7. The Semiannual Loan Payment amount is hereby revised and shall be in the amount of$2,216,396. Such payments shall be paid to, and must be received by the Department beginning on August 15, 2016 and semiannually thereafter on February 15 and August 15 of each year until all amounts due hereunder have been fully paid. Until this Agreement is further amended,each Semiannual Loan Payment will be proportionally applied toward repayment of the amounts owed on each incremental Loan amount at the date such payment is due. The Semiannual Loan Payment amount is based on the total amount owed of $68,443,600, which consists of the Loan principal plus the estimated Loan Service Fee. 8. The Local Government and the Department acknowledge that the actual Project costs have not been determined as of the effective date of this agreement. Project cost adjustments may be made as a result of Project changes agreed upon by the Department. Capitalized Interest will be recalculated based on actual dates and amounts of Loan disbursements. If the Local Government receives other governmental financial assistance for this Project,the costs funded by such other governmental assistance will not be financed by this Loan. The Department shall establish the final Project costs after its final inspection of the Project records. Changes in Project costs may also occur as a result of the Local Government's Project audit or a Department audit. Funds disbursed in accordance with Section 4.08 of this Agreement shall be disbursed in the order in which they have been obligated without respect to budgetary line item estimates. All disbursements shall be made from the original Loan amount until that amount has been disbursed; the Financing Rate established for the original Loan amount shall apply to such disbursements for the purpose of determining the associated Capitalized Interest and repayment amount. The Financing Rate established for any additional increment of Loan financing shall be used to determine the Capitalized Interest and repayment amount associated with the funds disbursed from that increment. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 3 The estimated Project costs are revised as follows: AUTHORIZED LOAN CATEGORY COST($) AMOUNT($)TO DATE Allowance costs 5,434,652 Construction and Demolition 125,957,789 Line items Contingencies 6,297,889 may vary Technical Services After Bid Opening 8,817,045 based on Actual (Less Florida Appropriations &Local Funds) (56,507,375) Disbursements SUBTOTAL (Disbursable Amount) 90,000,000 65,000,000 Capitalized Interest 2,143,600 2,143,600 TOTAL(Loan Principal Amount) 92,143,600 67,143,600 9. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 4 This Amendment 1 to Loan Agreement WW440710 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. IN WITNESS WHEREOF,the Department has caused this Agreement to be executed on its behalf by the Program Administrator and the Local Government 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 Program Administrator. for MONROE COUNTY County Admiy1strator I attest that this amendment complies with Attest Section 2.02 of the Agreement. VV Co erk County Attorney APPROVED AND ACCEPTED BY THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION. DEC 16 2013 Program Administrator Date State Revolving Fund 5 Clean Water SRF Encumbrance Information Project Sponsor: Monroe County Project Funding Number: 440710 Amendment#: 1 Flair Contract Number: Y0076 Award Date: 12/16/2013 Principal Forgiveness $0.00 Amount: Loan Amount: $25,000,000.00 ------------------------------ Total Amount: $25,000,000.00 ----------------------------- Principal Forgiveness Portion Organization I EO I Object I Fund Category Grant FY Amount 37352010000 1 WB 1790044 1661001 1140131 1 SRF I 1 $0.00 Loan Portion Organization I EO I Object I Fund Category Grant FY Amount 37352010000 1 WB 1790042 1661001 1140131 1 SRF 12013 $25,000,000.00 FEIN: 596000749 Seq No: ® Mail ❑ EFT DisbTo: Monroe County Board of County Commissioners 1100 Simonton Street Key West, FL 33040 AMENDMENT 2 TO LOAN AGREEMENT WW440710 MONROE COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department)and MONROE COUNTY, FLORIDA,(the "Local Government")existing as a local governmental agency under the laws of the State of Florida. WITNESSETH: WHEREAS,the Department and the Local Government entered into a Clean Water State Revolving Fund Loan Agreement,Number WW440710, as amended, authorizing a Loan amount of$65,000,000, excluding Capitalized Interest;and WHEREAS,the Local Government is entitled to additional financing of$6,000,000,excluding Capitalized Interest; and WHEREAS, revised provisions for audit and monitoring are needed; and WHEREAS,a Financing Rate must be established for,the additional financing amount awarded in this amendment; and WHEREAS, a Loan Service Fee must be estimated for the additional financing; and WHEREAS,the Semiannual Loan Payment amount needs revision to reflect an adjustment in the Loan amount. NOW,THEREFORE,the parties hereto agree as follows: 1. Subsection 2.03(1)of the Agreement is deleted and replaced as follows: Funds provided under this Agreement have been identified as second-tier monies under the Federal Clean Water Act which are identified as state funds whose use is federally protected. (1) The financial assistance,authorized pursuant to this Loan Agreement consists of the following: State Resources Awarded to the Local Government Pursuant to this Agreement Consist of the Following Resources Subject to Section 215.97, F.S.: State State Program CSFA CSFA Title or Fund Funding Appropriation ---Number--- Funding-Source- --Number---Source Description- --Amount --- --Cate o Original Wastewater 37.077 Statewide Surface $71,000,000 140131 Agreement Treatment and Water Restoration Stormwater and Wastewater Management TF Projects 1 2. Additional financing in the amount of$6,000,000, excluding Capitalized Interest, is hereby awarded to the Local Government. 3. A Financing Rate of 3 percent per annum is established for the additional financing amount awarded in this amendment. Individually,the interest rate is 1.5 percent per annum and the Grant Allocation Assessment rate is 1.5 percent per annum. However, if this amendment is not executed by the Local Government and returned to the Department before April 1, 2014,the Financing Rate may be adjusted. 4.. .The estimated principal amount of the Loan is hereby revised to $73,293,800,which consists of$71,000,000 authorized for disbursement to the Local Government and $2,293,800 of Capitalized Interest. This total consists of the following: (a) Original Agreement of$41,300,400, including$40,000,000 authorized for disbursement to the Local Government and $1,300,400 of Capitalized Interest, at a Financing Rate of 2.39 percent per annum(the interest rate is 1.195 percent per annum and the Grant Allocation Assessment rate is 1.195 percent per annum); and (b) Amendment 1 of$25,831,600, including$25,000,000 authorized for disbursement to the Local Government and$831,600 of Capitalized Interest,at a Financing Rate of 3.07 percent per annum(the interest rate is 1.535 percent per annum and the Grant Allocation Assessment rate is 1.535 percent per annum); and (c) Amendment 2 of$6,161,800, including $6,000,000 authorized for disbursement to the Local Government and $161,800 of Capitalized Interest,at a Financing Rate of 3 percent per annum (the interest rate is 1.5 percent per annum and the Grant Allocation Assessment rate is 1.5 percent per annum). 5. An additional Loan Service Fee in the amount of$120,000, for a total of$1,420,000, is hereby estimated. The fee represents two percent of the Loan amount.excluding Capitalized Interest,that is,two percent of$71,000,000. 6. The Semiannual Loan Payment amount is hereby revised and shall be in the amount of$2,425,988. Such payments shall be paid to,and must be received by the Department beginning on August 15, 2016 and semiannually thereafter on February 15 and August 15 of each year until all amounts due hereunder have been fully paid. Until this Agreement is further amended,each Semiannual Loan Payment will be proportionally applied toward repayment of . the amounts owed on each incremental Loan amount at the date such payment is due. The Semiannual Loan Payment amount is based on the total amount owed of $74,713,800,which consists of the Loan principal plus the estimated Loan Service Fee. 7. The Local Government and the Department acknowledge that the actual Project costs have not been determined as of the effective date of this agreement. Project cost adjustments may be made as a result of Project changes agreed upon by the Department. Capitalized Interest will be recalculated based on actual dates and amounts of Loan disbursements. If the Local Government receives other governmental financial assistance for this Project,the costs funded by such other governmental assistance will not be financed by this Loan. The Department shall establish the final Project costs after its final inspection of the Project records. Changes in 2 Project costs may also occur as a result of the Local Government's Project audit or a Department audit. Funds disbursed in accordance with Section 4.08 of this Agreement shall be disbursed in the order in which they have been obligated without respect to budgetary line item estimates. All disbursements shall be made from the original Loan amount until that amount has been disbursed; the Financing Rate established for the original Loan amount shall apply to such disbursements for the purpose of determining the associated Capitalized Interest and repayment amount. The Financing Rate established for any additional increment of Loan financing shall be used to determine the Capitalized Interest and repayment amount associated with the funds disbursed from that increment. The estimated Project costs are revised as follows: AUTHORIZED LOAN CATEGORY AMOUNT($)TO COST($) DATE Allowance costs 5,434,652 Construction and Demolition 125,957,789 Line items may vary Contingencies 6,297,889 based on Actual Technical Services After Bid Opening 8,817,045 Disbursements SUBTOTAL (Disbursable Amount) 146,507,375 71,000,000 Capitalized Interest 2,293,800 2,293,800 TOTAL (Loan Principal Amount) 148,801,175 73,293,800 8. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 3 r This Amendment 2 to Loan Agreement WW440710 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. IN WITNESS WHEREOF,the Department has caused this Agreement to be executed on its behalf by the Program Administrator and the Local Government 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 Program Administrator. for ONR COUNTY ® ounty Administrator 1 83 Approved as to form and legal sufficiency: Attest g _t Q, County Clerk County Attorney r APPROVED AND ACCEPTED BY THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMEN AL TE TION. APR 14 2014 �4 - ogram Administrator Date Kate Revolving Fund 4 1 1 1 1 1 1` 1 1 VIA aQa � a 1` Clean Water SRF Encumbrance Information Project Sponsor: Monroe County Project Funding Number: 440710 Amendment#: 2 - Flair Contract Number: Y0076 Award Date: 04/14/2014 Principal Forgiveness $0.00 Amount: Loan Amount: $6,000,000.00 Total Amount: $6,000,000.00 ----------------------------- Principal Forgiveness Portion Organization EO Object Fund Category Grant FY. Amount 37352010000 WB 790044 661001 140131 1 CWSRF 1 J $0.00 Loan Portion Organization I EO Object Fund Category Grant FY Amount 37352010000 1 WB 1790042 1661001 1140131 1 CWSRF 12014 1 $6,000,000.00 FEIN; 596000749 Seq No: ® Mail ❑ EFT DisbTo: -Monroe County Board of County Commissioners 1100 Simonton Street Key West, FL 33040 Clean Water SRF Encumbrance Information Project Sponsor: Monroe County Project Funding Number: 440710 Amendment#: 3 Flair Contract Number: Y0076 Award Date: 10/27/2014 Principal Forgiveness $0.00 Amount: Loan Amount: $30,000,000.00 ------------------------------ Total Amount: $30,000,000.00 ----------------------------- Principal Forgiveness Portion Organization I EO I Object I Fund Category Grant FY Amount 37352010000 1 WB 1790044 1661001 1140131 1 CWSRF 12015 1 $0.00 Loan Portion Organization I EO I Object I Fund Category Grant FY Amount 37352010000 1 WB 1790042 1661001 1140131 1 CWSRF 12015 1 $30,000,000.00 FEIN: 596000749 Seq No: ® Mail ❑ EFT DisbTo: Monroe County Board of County Commissioners 1100 Simonton Street Key West, FL 33040 AMENDMENT 3 TO LOAN AGREEMENT WW440710 MONROE COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION(Department) and MONROE COUNTY, FLORIDA, (the "Local Government") existing as a local governmental agency under the laws of the State of Florida. WITNESSETH: WHEREAS, the Department and the Local Government entered into a Clean Water State Revolving Fund Loan Agreement,Number WW4407 10, as amended, authorizing a Loan amount of$7 1,000,000, excluding Capitalized Interest; and WHEREAS,the Local Government is entitled to additional financing of$30,000,000, excluding Capitalized Interest; and WHEREAS,revised provisions for audit and monitoring are needed; and WHEREAS, a Financing Rate must be established for the additional financing amount awarded in this amendment; and WHEREAS, a Loan Service Fee must be estimated for the additional financing; and WHEREAS,the Semiannual Loan Payment amount needs revision to reflect an adjustment in the Loan amount. NOW, THEREFORE, the parties hereto agree as follows: 1. Subsection 2.03(1) of the Agreement is deleted and replaced as follows: Funds provided under this Agreement have been identified as second-tier monies under the Federal Clean Water Act which are identified as state funds whose use is federally protected. (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: State Resources Awarded to the Local Government Pursuant to this Agreement Consist of the Following Resources Subject to Section 215.97,F.S.: State CSFA Title or State Program CSFA Fund Source Funding Appropriation Number Funding Source Number Description Amount Category Original Wastewater 37.077 Statewide Surface $101,000,000 140131 Agreement Treatment and Water Restoration Stormwater and Wastewater Management TF Projects 2. Additional financing in the amount of$30,000,000, excluding Capitalized Interest, is hereby awarded to the Local Government. 3. A Financing Rate of 2.72 percent per annum is established for the additional financing amount awarded in this amendment. Individually,the interest rate is 1.36 percent per annum and the Grant Allocation Assessment rate is 1.36 percent per annum. However, if this amendment is not executed by the Local Government and returned to the Department before January 1, 2015, the Financing Rate may be adjusted. 4. The estimated principal amount of the Loan is hereby revised to $103,809,700,which consists of$t 0 1,000,000 authorized for disbursement to the Local Government and $2,809,700 of Capitalized Interest. This total consists of the following: (a) Original Agreement of$41,300,400, including$40,000,000 authorized for disbursement to the Local Government and$1,300,400 of Capitalized Interest, at a Financing Rate of 2.39 percent per annum(the interest rate is 1.195 percent per annum and the Grant Allocation Assessment rate is 1.195 percent per annum); and (b) Amendment I of$25,831,600, including $25,000,000 authorized for disbursement to the Local Government and$831,600 of Capitalized Interest, at a Financing Rate of 3.07 percent per annum(the interest rate is 1.535 percent per annum and the Grant Allocation Assessment rate is 1.535 percent per annum); and (c) Amendment 2 of$6,165,700, including$6,000,000 authorized for disbursement to the Local Government and$165,700 of Capitalized Interest, at a Financing Rate of 3.00 percent per annum (the interest rate is 1.50 percent per annum and the Grant Allocation Assessment rate is 1.50 percent per annum); and (d) Amendment 3 of$30,512,000, including$30,000,000 authorized for disbursement to the Local Government and$512,000 of Capitalized Interest, at a Financing Rate of 2.72 percent per annum (the interest rate is 1.36 percent per annum and the Grant Allocation Assessment rate is 1.36 percent per annum). 5. An additional Loan Service Fee in the amount of$600,000, for a total of$2,020,000, is hereby estimated. The fee represents two percent of the Loan amount excluding Capitalized Interest,that is,two percent of$10 1,000,000. 6. The Semiannual Loan Payment amount is hereby revised and shall be in the amount of$3,439,718. Such payments shall be paid to, and must be received by the Department beginning on August 15, 2016 and semiannually thereafter on February 15 and August 15 of each year until all amounts due hereunder have been fully paid. Until this Agreement is further amended, each Semiannual Loan Payment will be proportionally applied toward repayment of the amounts owed on each incremental Loan amount at the date such payment is due. The Semiannual Loan Payment amount is based on the total amount owed of $105,829,700, which consists of the Loan principal plus the estimated Loan Service Fee. 7. The Local Government and the Department acknowledge that the actual Project costs have not been determined as of the effective date of this agreement. Project cost adjustments 2 may be made as a result of Project changes agreed upon by the Department. Capitalized Interest will be recalculated based on actual dates and amounts of Loan disbursements. If the Local Government receives other governmental financial assistance for this Project,the costs funded by such other governmental assistance will not be financed by this Loan. The Department shall establish the final Project costs after its final inspection of the Project records. Changes in Project costs may also occur as a result of the Local Government's Project audit or a Department audit. Funds disbursed in accordance with Section 4.08 of this Agreement shall be disbursed in the order in which they have been obligated without respect to budgetary line item estimates. All disbursements shall be made from the original Loan amount until that amount has been disbursed;the Financing Rate established for the original Loan amount shall apply to such disbursements for the purpose of determining the associated Capitalized Interest and repayment amount. The Financing Rate established for any additional increment of Loan financing shall be used to determine the Capitalized Interest and repayment amount associated with the funds disbursed from that increment. The estimated Project costs are revised as follows: AUTHORIZED LOAN AMOUNT($) TO CATEGORY COST($) DATE Allowance costs 5,434,652 Construction and Demolition 162,943,725 Line items may vary Contingencies 6,297,889 based on Actual Technical Services After Bid Opening 8,817,045 Disbursements SUBTOTAL 183,493,311 101,000,000 Less Legislative Appropriation (30,000,000) Less Local Funds (33,493,311) SUBTOTAL (Disbursable Amount) 120,000,000 101,000,000 Capitalized Interest 2,809,700 2,809,700 TOTAL (Loan Principal Amount) 122,809,700 103,809,700 8. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 3 This Amendment 2 to Loan Agreement WW44071 0 shall 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 Program Administrator and the Local Government 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 Program Administrator. for NROE COUNTY Co my Admilfistrator Att est:, est: Appro as to f# and legal suffiFien6y: County Clerk C04nty Attorney APPROVED AND ACCEPTED BY THE STATE OF FLORIDA DEPARTMENT OF ENVIRON OCT 212014 U Program Administrator Date State Revolving Fund 4 AMENDMENT 4 TO LOAN AGREEMENT WW440710 NIONROE COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department) and MONROE COUNTY, FLORIDA. (tile "Local Government-) existing as a local governmental agency tinder the laws of the State of Florida. WITNESSETH: WHEREAS, the Department and the Local Government entered into a Clean Water State Revolving Fund Loan Agreement, Number WW44071 0. as amended, authorizing a Loan arnount of$10 1,000,000, excluding Capitalized Interest, and WHEREAS, the Local Government is entitled to additional Financing of'$19,000,000, excluding Capitalized Interest, and WHEREAS, revised provisions for audit and monitoring are needed, and WHEREAS, a Financing Rate must be established for the additional financing amount awarded in this amendment, and WHEREAS, a Loan Service Fee must be estimated for the additional financing. and WHEREAS, the Semiannual Loan Payment amount needs revision to reflect an adjustment in the Loan amount. NOW. I. Section 2.03' of the Agreement is deleted and replaced in its entirety and replaced as follows: The Local Government agrees to the following audit and monitoring requirements. Funds provided under this Agreement have been identified as second-tier monies under the Federal Clean Water Act which are identified as state funds whose use is federally protected. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK I (I) The Financial assistance authorized pursuant to this Loan Agreement consists or the to I I ow i n__: State Resources Awarded to the Local Government Pursuant to this Agreement Consist of the Following Resources SubJ ect to Section 215.97. F.S.: State State Program C S FA CSFA Title or Fund FUndim, Appropriation zn Number Funding Source Number Source Description Amount CateEoa Wastewater Wastewater Original Treatment and 37�077 'Treatment Facility $120.1000,000 140131 Agreement Stormwater Management TF Construction (2) Audits, (a) In the event that the Local Government expends a total amount ofstate financial assistance equal to or in excess of$500,000 in any fiscal year of such Local Government. the Local Government must have a State single or proJect-specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes: applicable rules ofthe Department of Financial Services- and Chapters 10,550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. In determining the state financial assistance expended in its fiscal year, the Local Government shall consider all sources orstate Financial assistance, including state financial assistance received from the Department of Environmental Protection, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal prograrn matching requirements. (b) In connection with the audit requirements addressed in the preceding paragraph (a); the Local Government shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting pack-age as defined by Section 2 15.97(2), Florida Statutes, and Chapters 10.550 (local governmental entities)or 10.650 (nonprofit and for-profit organizations), Rules ofthe Auditor General. (c); Ifthe Local Government expends less than $500,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not, required. The Local Government shall inform the Department of findings and recommendations pertaining to the State Revolving Fund in audits conducted by the Local - Government in which the $500,000 threshold has not been rnet. In the event that the Local Government expends less than $500.000 in state financial assistance in its fiscal year, and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost Of tile audit must be paid from the non-state entity's resources (i.e_ the cost of such an audit must be paid from the Local Government's resources obtained from other than State entities). (d) The Local Government is hereby advised that the Florida Single Audit Act Requirements may further apply to lower tier transactions that may be a result of this At,reerrient. 2 F'or information regarding the Florida Catalog of State Financial Assistance (CSf-A). a Local Government should access the Florida Single Audit, Act website located at hupsWapps.t1dfs.corn/fsaa for assistance:. In addition to the above websites, the 1`61lowing websites may be accessed for informationo Legislature's Website at http://www.leg.state.fl.us/Welcome/iridex,cfi-n, State of Florida's website at httii://www.myflorida.com/, Department of Financial Services' Website at http://w\N!w.fldf§.cojn/ and the Auditor General's Website at http://www.state.fl.us/aud en. (e) The Local Government should confer with its chief financial officer, audit director or contact the Department for assistance with questions pertaining to the applicability of these requirements. (3) Report Submission. (a) Copies of financial reporting packages shall be submitted by or on behalf of the 4-1 Local Goverm-nent directly to each of the following: (i) The Department at the following address: Valerie Peacock, .Audit Director Office of the Inspector General Florida Department of Environmental Protection 1900 Commonwealth Boulevard, MS 41 Tallahassee, Florida. 32399-3 123 (I i) The Auditor General's Office at the following address: State of Florida Auditor General born 401, Claude Pepper Building I I I West Madison Street Tallahassee, Florida 3)2399-1450 (iii) Copies of reports or management letters shall be submitted by or on behalf of the Local Government dir to the Department of Environmental Protection at the following address: Valerie Peacock, Audit Director Office of the Inspector General Florida Department of Environmental Protection 3900 Commonwealth Boulevard, MS 41 Tallahassee. Florida 32399-3123 (b) Any reports, management letters, or other information required to be submitted to the Department pursuant to this Agreernent shall be submitted timely in accordance with Florida Statutes, or Chapters 10-550 (local governmental entities) or 10,650 (nonprofit and for-profit organizations). Rules of the Auditor General, as applicable. c) Local Governments, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities)or I Oi650 (nonprofit and for-profit organizations), Rules of the Auditor General, Should indicate the date that the reporting package was delivered to the Local Government in correspondence accompanying the reporting package. (4) Record Retention. The Local Government 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 Local Government shall ensure that audit 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 Section 2 15.97, F.S., as revised monitoring procedures may include, but not be limited to, on-site visits by Department staff and/or other procedures. By entering into this Agreement, the Local Government agrees to In I comply and cooperate with any monitoring procedures/processes deemed appropriate by the Department of Environmental Protection. In the event the Department of Environmental Protection determines that a limited scope audit of the Local Government is appropriate, the Local Government agrees to comply with any additional instructions provided by the Department to the Local Government regarding such audit. The Local Government further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer or Auditor General. " Section 8.0-1 of the Agreement is deleted and replaced as follows: 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 Local Government has received a disbursement and until five years after the final an'lendment date. 3. Additional financing in the amount of$19,000,000, excluding Capitalized Interest, is hereby awarded to the Local Government. 4. A Financing Rate of 2.35 percent per annum is established for the additional financing amount awarded in this amendment. Individually, the interest rate is 1.175 percent per annum and the Grant Allocation Assessment rate is 1.175 pet-cent per annum. However, if this amendment is not executed by the Local Government and returned to the Department before October 1, 2015, the Financing Rate may be adjusted. 4 5. The estimated principal amount of the Loan is hereby revised to $122,506,200, which consists of S 1210,0007000 authorized for disbursement to the Local Government and $2,506,200 cif Capitalized Interest. This total consists of the following: (a) Original Aoreernent of$41,300,400, including $40,000,000 authorized for M n disbursement to the Local Government and S 1,300,400 of Capitalized Interest, at a Financing Rate ot'2.39 percent per annurn (the interest rate is I.195 percent per ani'lUrn and the Grant Allocation Assessment rate is I.195 percent per annurn),- and (b) Amendment I of$25,83 1,600, including $25.000,000 authorized for disbursement to 1-5 the Local Government and 831,600 of Capitalized interest, at a Financing Rate of 3.07 percent per annum (the interest rate is 1.535 percent per annum and the Grant Allocation Assessment rate is 1.535 percent per annum), and (c) Amendment 2 of$6,165,700, including $6,000.000 authorized for disbursement to the Local Government and $165,700 of Capitalized Interest, at a Financing Rate of 3.00 percent per annum (the interest rate is 1.50 percent per annurri and the Grant Allocation Assessment rate is 1.50 percent per annurn); and (d) Amendment 3 of$30,124,100, including $30,0005000 authorized fior disbursement to the Local Government and $124,100 of Capitalized Interest, at a Financing Rate ot'171 percent per annurn (the interest rate is 1 .36 percent per annum and the Grant Allocation Assessment rate is 1.36 percent per annum): and (e) Amendment 4 of$19,084,400, including $19,000,000 authorized for disbursement to the Local Government and $84,400 of Capitalized Interest, at to Financing Rate of 2.35 percent per annurn (the interest rate is 1.175 percent per annum and the Grant Allocation Assessment rate is 1.175 percent per annum). 6. An additional Loan Service Fee in the amount of$380,000, for a total of,$2.400,000. is hereby estimated. The fee represents two percent of the Loan amount excluding Capitalized Interest, that is, two percent of$120,000,000. T The Semiannual Loan Payment amount is hereby revised and shall be in the arriount of 4,039,771. Such payments shall be paid to, and must be received by the Department beginnini", on August 15, 2016 and semiannually thereafter on February 15 and August 15 of each year until all amounts due hereunder have been fully paid. Until this Agreement is further amended, each Semiannual Loan Payment will be proportionally applied toward repayment,of the amounts owed on each incremental Loan amount at the date such payment is due. The Semiannual Loan Payment amount is based on the total amount owed cif S 124,906.200, which consists of the Loan principal plus the estimated Loan Service Fee. 8. The Local Government and the Department acknowledge that the actual Project costs have not been determined as of the effective date of this agreement. Project cost adjustments may be made as a result of Project changes agreed upon by the Department. Capitalized Interest will be recalculated based on actual dates and amounts of Loan disbursements, If the Local. Government receives other governmental Financial assistance for this Pr(Ject, the costs funded by 5 such other -overnmental assistance will not be financed by this Loan. The Department shall establish the final Project costs after its rinal inspection of the Project records, Changes in Project costs may also occur as a result ofan audit. Funds disbursed in accordance with Section 4.08 of this Agreement shall be disbursed in the order in which they have been obligated without respect to budgetary line item estimates. All budgetary shall be made fi-orn the original I-oan amount until that amount has been disbursed-, the Financinc, Rate established for the original Loan amount shall apply to such In disbursements for the purpose of determining the associated Capitalized Interest and repayment C� amount. The Financing Rate established for any additional increment of Loan financing shall be t, used to determine the Capitalized Interest and repayment amount associated with the funds disbursed from that increment. 'The estimated Project costs are revised as follows: CATEGORY COST($) Allowance costs 5,434,652 Construction and Demolition 162,943,725 Contingencies 6,297,889 Technical Services After Bid Opening 8,817,045 SUBTOTAL 183,493,311 Less Legislative Appropriation (30,000,000) Less Local Funds (33,493,LI 11 SUBTOTAL (Disbursable Amount') 120,000,000 Capitalized Interest 2,506,200 TOTAL (Loan Principal Amount) 122.1506,200 '9� All other terms and provisions of the Loan Agreement shall remain in effect. REMArNDER OF PAGE INTENTIONALLY LEFT BLANK 6 This Amendment 4 to Loan Aoreernent WW44071 0 steal I be executed in two or more Li counterparts, any of which shall be regarded as an original and all ofwhich constitute but one and the same instrument. INI WITNESS WHEREOF, the Department has caused this Agreement to be executed on its behalf by the Secretary or Designee and the Local Government 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. for ---MD�ROE COUNTY County Ach-nikistrator Attest: Approved as to form and legal sufficiency: 1�County Clerk Countv A rney for STATE 0F .F-LORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Secretary or Designee Date 7 STATE REVOLVING FUND AMENDMENT 5 TO LOAN AGREEMENT WW440710 MONROE COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department)and MONROE COUNTY, FLORIDA, existing as a local government agency (Local Government)under the laws of the State of Florida. WITNESSETH: WHEREAS,the Department and the Local Government entered into a State Revolving Fund Loan Agreement,Number WW440710,as amended; and WHEREAS, Loan repayment activities need rescheduling to give the Local Government additional time to complete construction;and WHEREAS,revised provisions for audit and monitoring are needed. NOW,THEREFORE,the parties hereto agree as follows: 1. Section 2.03(3)of the Agreement is deleted and replaced as follows: The Local Government agrees to the following audit and monitoring requirements. (3)Report Submission. (a) Copies of financial reporting packages shall be submitted by or on behalf of the Local Government directly to each of the following: (i) The Department of Environmental Protection at one of the following addresses: By Mail: Audit Director Florida Department of Environmental Protection Office of the Inspector General 3900 Commonwealth Boulevard, MS 40 Tallahassee, Florida 32399-3123 Electronically: FDEPSing:leAuditgdep.state.fl.us (ii) The Auditor General's Office at the following address: State of Florida Auditor General Room 401, Claude Pepper Building i i I I I West Madison Street Tallahassee, Florida 32399-1450 (iii)Copies of reports or management letters shall be submitted by or on behalf of the Local Government directly to the Department of Environmental Protection at either of the following address: By Mail: Audit Director Florida Department of Environmental Protection Office of the Inspector General 3900 Commonwealth Boulevard,MS 40 Tallahassee, Florida 32399-3123 Electronically: FDEPSingleAudit e,dep.state.fl.us (b) Any reports,management letters,or other information required to be submitted to the Department pursuant to this Agreement shall be submitted timely in accordance with Florida Statutes, or Chapters 10.550(local governmental entities)or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General,as applicable. (c) Local Governments,when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550(local governmental entities)or 10.650 (nonprofit and for-profit organizations),Rules of the Auditor General, should indicate the date that the reporting package was delivered to the Local Government in correspondence accompanying the reporting package. 2. The estimated principal amount of the Loan is hereby revised to$125,808,400,which consists of$120,000,000 authorized for disbursement to the Local Government and$5,808,400 of Capitalized Interest. This total consists of the following: (a) Original Agreement of$42,176,500, including$40,000,000 authorized for disbursement to the Local Government and$2,176,500 of Capitalized Interest,at a Financing Rate of 2.39 percent per annum(the interest rate is 1.195 percent per annum and the Grant Allocation Assessment rate is l.195 percent per annum); and (b) Amendment 1 of$26,535,000, including$25,000,000 authorized for disbursement to the Local Government and$1,535,000 of Capitalized Interest,at a Financing Rate of 3.07 percent per annum(the interest rate is 1.535 percent per annum and the Grant Allocation Assessment rate is 1.535 percent per annum); and (c) Amendment 2 of$6,330,700, including $6,000,000 authorized for disbursement to the Local Government and$330,700 of Capitalized Interest, at a Financing Rate of 3.00 percent per annum (the interest rate is 1.50 percent per annum and the Grant Allocation Assessment rate is 1.50 percent per annum); and 2 (d) Amendment 3 of$31,279,900, including$30,000,000 authorized for disbursement to the Local Government and$1,279,900 of Capitalized Interest,at a Financing Rate of 2.72 percent per annum(the interest rate is 1.36 percent per annum and the Grant Allocation Assessment rate is 1.36 percent per annum); and (e) Amendment 4 of$19,486,300, including$19,000,000 authorized for disbursement to the Local Government and$486,300 of Capitalized Interest,at a Financing Rate of 2.35 percent per annum(the interest rate is l.175 percent per annum and the Grant Allocation Assessment rate is 1.175 percent per annum). 3. Unless repayment is further deferred by amendment of the Agreement, Semiannual Loan Payments as set forth in Section 10.05 shall be received by the Department beginning on June 15,2018,and semiannually thereafter on December 15 and June 15 of each year until all amounts due under the Agreement have been fully paid. 4. The items scheduled under Subsections 10.07 of the Agreement are rescheduled as follows: (1) Completion of Project construction is scheduled for December 15,2017. (2) Establish the Loan Debt Service Account and begin Monthly Loan Deposits no later than December 15, 2017. (3) The date for the certification required under Subsection 2.01(10)of the Agreement is hereby revised. The initial annual certification shall be submitted no later than March 15, 2018. Thereafter,the annual certification shall be submitted no later than September 30 of each year until the final Semiannual Loan Repayment is made. (4) The first Semiannual Loan Payment in the amount of$4,146,935 shall be due June 15,2018. 5. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 3 This Amendment 5 to Loan Agreement W W440710 shall 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 amendment to the Loan Agreement to be executed on its behalf by the Secretary or Designee and the Local Government has caused this amendment to be executed on its behalf by its Authorized Representative and by its affixed seal. The effective date of this amendment shall be as set forth below by the Department. for MONROE COUNTY County Akninistrator Attest: Approved as to form and legal sufficiency: s g County Clerk County 1VMey �-5 & for STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Secretary or Designee Date 4 1 STATE REVOLVING FUND AMENDMENT 6 TO LOAN AGREEMENT WW440710 MONROE COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION(Department)and MONROE COUNTY,FLORIDA, existing as a local government agency(Local Government)under the laws of the State of Florida. Collectively,the Department and the Local Government shall be referred to as "Parties" or individually as a"Party". The Department and the Local Government entered into a State Revolving Fund Loan Agreement,Number WW440710,as amended; and Loan repayment activities need rescheduling to give the Local Government additional time to complete construction;and Certain provisions of the Agreement need revision and several provisions need to be added to the Agreement. The Parties hereto agree as follows: 1. Subsection 2.03(2)of the Agreement is deleted and replaced as follows: (2) Audits. (a) In the event that the Local Government expends$750,000 or more in Federal awards in its fiscal year,the Local Government 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 Local Government 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 Local Government conducted by the Auditor General in accordance with the provisions of 2 CFR Part 206, Subpart F, will meet the requirements of this part. (b) In connection with the audit requirements addressed in the preceding paragraph(a), the Local Government shall fulfill the requirements relative to auditee responsibilities as provided in 2 CFR Part 200, Subpart F. (c) If the Local Government 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 Local Government shall inform the Department of findings and recommendations pertaining to the State Revolving Fund in audits conducted by the Local Government. In the event that the Local Government 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, 1 5 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 Local Government resources obtained from other than Federal entities). (d) The Local Government may access information regarding the Catalog of Federal Domestic Assistance(CFDA)via the internet at www.cfda.gov/index?cck=1&au=&ck=. 2 Three sections are added to the Agreement as follows: 8.10. PUBLIC RECORDS ACCESS. (1) The Local Government 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 Local Government 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 Local Government to either provide to the Department upon request, or to allow inspection and copying of all public records made or received by the Local Government in conjunction with this Agreement and subject to disclosure under Chapter 119, F.S., and Section 24(a),Article I, Florida Constitution. (3) IF THE LOCAL GOVERNMENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LOCAL GOVERNMENT'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.services(a�dep.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 8.11. SCRUTINIZED COMPANIES. The Local Government certifies that it and any of its affiliates are not scrutinized companies as identified in Section 287.135,F.S. In addition,the Local Government agrees to observe the requirements of Section 287.135,F.S., for applicable sub-agreements entered into for the performance of work under this Agreement. Pursuant to Section 287.135,F.S.,the Department may immediately terminate this Agreement for cause if the Local Government,its affiliates,or its subcontractors are found to have submitted a false certification;or if the Local Government,its affiliates, or its subcontractors are placed on any applicable scrutinized 2 f ! companies list or engaged in prohibited contracting activity during the term of the agreement. As provided in Subsection 287.135(8),F.S., if federal law ceases to authorize these contracting prohibitions then they shall become inoperative. 8.12. SUSPENSION. The Department may suspend any or all of its obligations to Loan or provide financial accommodation to the Local Government under this Agreement in the following events, as determined by the Department: (1) The Local Government abandons or discontinues the Project before its completion, (2) The commencement,prosecution,or timely completion of the Project by the Local Government is rendered improbable or the Department has reasonable grounds to be insecure in Local Government's ability to perform, or (3) The implementation of the Project is determined to be illegal, or one or more officials of the Local Government 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 Local Government 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. Local Government 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 Local Government 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 Local Government,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. 3. Unless repayment is further deferred by amendment of the Agreement, Semiannual Loan Payments as set forth in Section 10.05 shall be received by the Department beginning on June 15, 2019, and semiannually thereafter on December 15 and June 15 of each year until all amounts due under the Agreement have been fully paid. 4. The items scheduled under Subsections 10.07 (1), (2), (3), and(4) of the Agreement are rescheduled as follows: 3 � f (1) Completion of Project construction is scheduled for December 15, 2018. (2) Establish the Loan Debt Service Account and begin Monthly Loan Deposits no later than December 15, 2018. (3) The date for the certification required under Subsection 2.01(10)of the Agreement is hereby revised.The initial annual certification shall be submitted no later than March 15, 2019. Thereafter,the annual certification shall be submitted no later than September 30 of each year until the final Semiannual Loan Repayment is made. (4) The first Semiannual Loan Payment in the amount of$4,146,935 shall be due June 15, 2019. 5. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 4 This Amendment 6 to Loan Agreement WW440710 maybe 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 amendment to the Loan Agreement to be executed on its behalf by the Secretary or Designee and the Local Government has caused this amendment to be executed on its behalf by its Authorized Representative and by its affixed seal. The effective date of this amendment shall be as set forth below by the Department. for MONROE COUNTY Mayor D vid Rice E ` n Approved as to form and legal sufficiency: Attest: pp g y: <,-V;" ti .I.Y- ountyClerk Assista County Attorney SEAL for STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION ) 1 �o1Is Secretary or Designee Date 5 STATE REVOLVING FUND AMENDMENT 7 TO LOAN AGREEMENT WW440710 MONROE COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION(Department) and MONROE COUNTY, FLORIDA, (the "Local Government") existing as a local governmental entity under the laws of the State of Florida. Collectively, the Department and the Local Government shall be referred to as"Parties" or individually as a"Party". The Department and the Local Government entered into a Clean Water State Revolving Fund Loan Agreement,Number WW440710, as amended, authorizing a Loan amount of $120,000,000, excluding Capitalized Interest; and The Local Government is entitled to additional financing of$7,200,000, excluding Capitalized Interest; and Certain provisions of the Agreement need revision and several provisions need to be added to the Agreement. The Parties hereto agree as follows: 1. Section 2.03 of the Agreement is deleted and replaced as follows: (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: State Resources Awarded to the Local Government Pursuant to this Agreement Consist of the Following Resources Subject to Section 215.97, F.S.: CSFA Title or State State Program CSFA Fund Source Funding Appropriation Number Funding Source Number Description Amount Category Wastewater Wastewater Original Treatment and Treatment Agreement Stormwater 37.077 Facility $127,200,000 140131 Management TF Construction (2) Audits. (a) In the event that the Local Government expends a total amount of state financial assistance equal to or in excess of$750,000 in any fiscal year of such Local Government, the Local Government must have a State single audit for such fiscal year in accordance with Section 215.97,Florida Statutes; applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations),Rules of the Auditor General. In determining the state financial assistance expended in its fiscal year,the 1 Local Government shall consider all sources of state financial assistance, including state financial assistance received from the Department of Environmental Protection, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements. (b) In connection with the audit requirements addressed in the preceding paragraph(a); the Local Government shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2),Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. (c) If the Local Government expends less than$750,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. The Local Government shall inform the Department of findings and recommendations pertaining to the State Revolving Fund in audits conducted by the Local Government in which the$750,000 threshold has not been met. In the event that the Local Government expends less than$750,000 in state financial assistance in its fiscal year, and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the non-state entity's resources(i.e., the cost of such an audit must be paid from the Local Government's resources obtained from other than State entities). (d) The Local Government is hereby advised that the Florida Single Audit Act Requirements may further apply to lower tier transactions that may be a result of this Agreement. For information regarding the Florida Catalog of State Financial Assistance(CSFA),a Local Government should access the Florida Single Audit Act website located at https://gpps.fldfs.com/fsaa for assistance. (3) Report Submission. (a) Copies of financial reporting packages shall be submitted by or on behalf of the Local Government directly to each of the following: (i) The Department at one of the following addresses: By Mail: Audit Director Florida Department of Environmental Protection Office of the Inspector General 3900 Commonwealth Boulevard,MS40 Tallahassee, Florida 32399-30000 Electronically: FDEPSingleAudit(c�dgp.state.fl.us (ii) The Auditor General's Office at the following address: State of Florida Auditor General 2 3 � 3 T Room 401,Claude Pepper Building I I I West Madison Street Tallahassee, Florida 32399-1450 (iii) Copies of reports or management letters shall be submitted by or on behalf of the Local Government directly to the Department at the following address: By Mail: Audit Director Florida Department of Environmental Protection Office of the Inspector General 3900 Commonwealth Boulevard, MS 40 Tallahassee, Florida 32399-3123 Electronically: FDEP SingleAudit0,,dep.state.fl.us (b) Any reports,management letters, or other information required to be submitted to the Department pursuant to this Agreement shall be submitted timely in accordance with Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable. (c) Local Governments, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the Local Government in correspondence accompanying the reporting package. (4) Record Retention. The Local Government 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 Local Government 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 Section 215.97,F.S., as revised monitoring procedures may include,but not be limited to, on-site visits by Department staff and/or other procedures. By entering into this Agreement,the Local Government 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 Local Government is appropriate, the Local Government agrees to comply with any additional instructions provided by the Department to the Local Government regarding such audit. The 3 Local Government 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. 2. ARTICLE VI of the Agreement is deleted and replaced as follows: 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 8.14 below, and such failure shall continue for a period of 30 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 furnished in compliance with, or in reference to,this Agreement,which is false or misleading, or if Local Government 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 Local Government,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 Local Government, appointing a receiver of any part of the Project or Pledged Revenues thereof, or if such order or decree,having been entered without the consent or acquiescence of the Local Government, 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 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 Pledged Revenues of the Project. (6) Any bankruptcy, insolvency or other similar proceeding instituted by, or against, the Local Government under federal or state 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) 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 4 of the Local Government 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 Local Government to give immediate written notice of its knowledge of a potential default or an event of default 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 the collection of Pledged Revenues, and to 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 or from the ownership of the Project 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 Project, levy and collect the Pledged Revenues,and apply the Pledged Revenues to the reduction of the obligations under this Agreement. (5) By certifying to the Auditor General and the Chief Financial Officer delinquency on loan repayments,the Department may intercept the delinquent amount plus a penalty from any unobligated 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. The Department may impose a penalty in an amount not to exceed an interest rate of 18 percent per annum on the amount due in addition to charging the cost to handle and process the debt. Penalty interest shall accrue on any amount due and payable beginning on the 30th day following the date upon which payment is due. (6) By notifying financial market credit rating agencies and potential creditors. (7) By suing for payment of amounts due, or becoming due, with interest on overdue payments together with all costs of collection, including attorneys' fees. (8) By accelerating the repayment schedule or increasing the Financing Rate on the unpaid principal of the Loan to as much as 1.667 times the Financing Rate. 5 6.03. DELAY AND WAIVER. No course of dealing between Department and Local Government, 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. 3. Section 8.11 of the Agreement is deleted and replaced as follows: 8.11. SCRUTINIZED COMPANIES. (1) The Local Government 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 Local Government or its subcontractors are found to have submitted a false certification; or if the Local Government, 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 Local Government 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 Local Government, its affiliates, or its subcontractors are found to have submitted a false certification; or if the Local Government, 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 Local Government 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. 4. Additional financing in the amount of$7,200,000, excluding Capitalized Interest, is hereby awarded to the Local Government. 5. A Financing Rate of 2.48 percent per annum is established for the additional financing amount awarded in this amendment. Individually, the interest rate is 1.24 percent per annum and the Grant Allocation Assessment rate is 1.24 percent per annum. However, if this 6 amendment is not executed by the Local Government and returned to the Department before October 1, 2018,the Financing Rate may be adjusted. 6. The estimated principal amount of the Loan is hereby revised to $134,617,600,which consists of$127,200,000 authorized for disbursement to the Local Government and$7,417,600 of Capitalized Interest. This total consists of the following: (a) Original Agreement of$42,654,500,including$40,000,000 authorized for disbursement to the Local Government and$2,654,500 of Capitalized Interest, at a Financing Rate of 2.39 percent per annum(the interest rate is 1.195 percent per annum and the Grant Allocation Assessment rate'is 1.195 percent per annum); and (b) Amendment 1 of$26,918,800,including$25,000,000 authorized for disbursement to the Local Government and$1,918,800 of Capitalized Interest, at a Financing Rate of 3.07 percent per annum(the interest rate is 1.535 percent per annum and the Grant Allocation Assessment rate is 1.535 percent per annum); and (c) Amendment 2 of$6,420,700, including$6,000,000 authorized for disbursement to the Local Government and$420,700 of Capitalized Interest, at a Financing Rate of 3.00 percent per annum(the interest rate is 1.50 percent per annum and the Grant Allocation Assessment rate is 1.50 percent per annum); and (d) Amendment 3 of$31,687,900, including$30,000,000 authorized for disbursement to the Local Government and$1,687,900 of Capitalized Interest, at a Financing Rate of 2.72 percent per annum(the interest rate is 1.36 percent per annum and the Grant Allocation Assessment rate is 1.36 percent per annum); and (e) Amendment 4 of$19,709,500, including$19,000,000 authorized for disbursement to the Local Government and$709,500 of Capitalized Interest, at a Financing Rate of 2.35 percent per annum(the interest rate is 1.175 percent per annum and the Grant Allocation Assessment rate is 1.175 percent per annum); and (f) Amendment 7 of$7,226,200, including$7,200,000 authorized for disbursement to the Local Government and$26,200 of Capitalized Interest, at a Financing Rate of 2.48 percent per annum(the interest rate is 1.24 percent per annum and the Grant Allocation Assessment rate is 1.24 percent per annum). 7. An additional Loan Service Fee in the amount of$144,000, for a total of$2,544,000, is hereby estimated. The fee represents two percent of the Loan amount excluding Capitalized Interest,that is,two percent of$127,200,000. 8. The Semiannual Loan Payment amount is hereby revised and shall be in the amount of$4,433,104. Such payments shall be paid to, and must be received by, the Department beginning on June 15,2019 and semiannually thereafter on December 15 and June 15 of each year until all amounts due hereunder have been fully paid. Until this Agreement is further amended, each Semiannual Loan Payment will be proportionally applied toward repayment of the amounts owed on each incremental Loan amount at the date such payment is due. 7 The Semiannual Loan Payment amount is based on the total amount owed of $137,161,600,which consists of the Loan principal plus the estimated Loan Service Fee. 9. The Local Government and the Department acknowledge that the actual Project costs have not been determined as of the effective date of this agreement. Project cost adjustments may be made as a result of Project changes agreed upon by the Department. Capitalized Interest will be recalculated based on actual dates and amounts of Loan disbursements. If the Local Government receives other governmental financial assistance for this Project, the costs funded by such other governmental assistance will not be financed by this Loan. The Department shall establish the final Project costs after its final inspection of the Project records. Changes in Project costs may also occur as a result of an audit. Funds disbursed in accordance with Section 4.08 of this Agreement shall be disbursed in the order in which they have been obligated without respect to budgetary line item estimates. All disbursements shall be made from the original Loan amount until that amount has been disbursed; the Financing Rate established for the original Loan amount shall apply to such disbursements for the purpose of determining the associated Capitalized Interest and repayment amount. The Financing Rate established for any additional increment of Loan financing shall be used to determine the Capitalized Interest and repayment amount associated with the funds disbursed from that increment. The estimated Project costs are revised as follows: CATEGORY PROJECT COSTS ($) Allowance costs 5,434,652 Construction and Demolition 183,121,402 Contingencies 6,297,889 Technical Services After Bid Opening 8,817,045 SUBTOTAL(Disbursable Amount) 203,670,988 Less Legislative Appropriation (48,250,000) Less Local Funds (28,220,988) SUBTOTAL(Loan Amount) 127,200,000 Capitalized Interest 7,417,600 TOTAL(Loan Principal Amount) 134,617,600 10. Subsection 10.07(5) of the Agreement is revised as follows: (5) The first Semiannual Loan Payment in the amount of$4,433,104 shall be due June 15,2019. 11. All other terms and provisions of the Loan Agreement shall remain in effect. 8 This Amendment 7 to Loan Agreement WW440710 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 Local Government 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. for MONROE COUNTY K-EVIN MADOK, CPA, Clerk ayor Attest: Approved as to form and legal sufficiency: 4 ounty Clerks County Attorney ®o .. �. M Lam.. � '�Y• for STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Secretary or Designee Date 9 STATE REVOLVING FUND AMENDMENT 8 TO LOAN AGREEMENT WW440710 MONROE COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION(Department) and MONROE COUNTY, FLORIDA, (Local Government) existing as a local governmental entity under the laws of the State of Florida. Collectively, the Department and the Local Government shall be referred to as "Parties" or individually as "Party". The Department and the Local Government entered into a State Revolving Fund Loan Agreement, Number WW440710, as amended, authorizing a Loan amount of$127,200,000, excluding Capitalized Interest; and The Semiannual Loan Payment amount and Project costs need adjustment to reflect actual costs; and Certain provisions of the Agreement need to be revised. The Parties hereto agree as follows: 1. The total amount of the Loan is $139,502,109.57, which consists of$127,200,000 disbursed to the Local Government, $9,758,109.57 of accrued Capitalized Interest and $2,544,000.00 of service fee charges. 2. The total amount remaining to repay on the Loan is $136,637,589.07, which amount accounts for the Department's receipt of 1 Semiannual Loan Payment and consists of the following: (a) The unpaid principal of the original loan of$43,582,895.74 and the unpaid service fee charge of the original loan of$800,000.00 both at a Financing Rate of 2.39 percent per annum (the interest rate is 1.195 percent per annum, and the Grant Allocation Assessment rate is 1.195 percent per annum). (b) Amendment 1 unpaid principal of$27,013,629.42 and unpaid service fee charge of $500,000.00 both at a Financing Rate of 3.07 percent per annum (the interest rate is 1.535 percent per annum, and the Grant Allocation Assessment rate is 1.535 percent per annum). (c) Amendment 2 unpaid principal of$6,461,034.42 and unpaid service fee charge of $120,000.00 both at a Financing Rate of 3.00 percent per annum (the interest rate is 1.50 percent per annum, and the Grant Allocation Assessment rate is 1.50 percent per annum). (d) Amendment 3 unpaid principal of$31,066,393.21 and unpaid service fee charge of $600,000.00 both at a Financing Rate of 2.72 percent per annum (the interest rate is 1.36 percent per annum, and the Grant Allocation Assessment rate is 1.36 percent per annum). 1 (e) Amendment 4 unpaid principal of$18,907,438.37 and unpaid service fee charge of $380,000.00 both at a Financing Rate of 2.35 percent per annum (the interest rate is 1.175 percent per annum, and the Grant Allocation Assessment rate is 1.175 percent per annum). (f) Amendment 7 unpaid principal of$7,062,197.91 and unpaid service fee charge of $144,000.00 both at a Financing Rate of 2.48 percent per annum (the interest rate is 1.24 percent per annum, and the Grant Allocation Assessment rate is 1.24 percent per annum). 3. The Semiannual Loan Payment amount, adjusted to account for repayments received to date, is hereby revised and shall be in the amount of$4,502,450.97. Such payments shall be received by the Department on December 15, 2019 and semiannually thereafter on June 15 and December 15 of each year until all amounts due hereunder have been fully paid. 4. Subsection 2.03(l) of the Agreement is deleted and replaced as follows: (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: State Resources Awarded to the Local Government Pursuant to this Agreement Consist of the Following Resources Subject to Section 215.97, F.S.: State CSFA Title or State Program CSFA Fund Source Funding Appropriation Number Funding Source Number Description Amount Category Wastewater Wastewater Original Treatment and 077 Treatment Agreement Stormwater 37. Facility $127 200 000 140131 Management TF Construction 5. Project Costs are revised as follows: The Local Government and the Department acknowledge that changes in Project costs may occur as a result of an audit. Unless this Agreement is amended subsequent to an audit, the following Project disbursements shall be final. CATEGORY PROJECT COSTS ($) Administrative Allowance 5,434,652.00 Construction and Demolition 116,969,524.00 Technical Services During Construction 4,795,824.00 SUBTOTAL (Total Disbursed) 127,200,000.00 Capitalized Interest 9,758,109.57 TOTAL (Loan Principal Amount) 136,958,109.57 6. All other terms and provisions of the Loan Agreement shall remain in effect. 2 This Arnendinent 8 to Loan Agreement W W44071 0 may be executed in two or(110re 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 Departnicirt has caused this amendment to the Loan Aurcernent to be executed on its behalf by the Secretary or Designee and tile Local Government in caused this arriendment to be executed on its behaff by its Authorized Representative and by its affixed seal, 1'he effective date of this amendment shall be as set forth below by flne Department. for MONROE COUN, TY ........... Mayor Sylvia Murphy . Approved as to fon-ri and le-gal sufficiency: Aftelt: Keviq Madok, Clerk '4 flq Assistant County Attorney Deputy Clerk tit N for STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION ) 0/ 30 ............... ...................................... ce Date,, S cret,,,irvorDesign 11 3