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Item L2 BOARD OF COUNTY COMMISSIONERS Agenda Item Summary ADD ON Meeting Date December 15, 2004 Division County Attorney AGENDA ITEM WORDING Approval to reaffirm loan Agreement with Key Largo Wastewater Treatment District. ITEM BACKGROUND This agreement was approved by the BOCC on December 17, 2003, but was not executed because of a missing exhibit. Some dates need to be updated. PREVIOUS RELEVANT BOCC ACTION See above. CONTRACT f AGREEMENT CHANGES nfa STAFF RECOMMENDAnONS -- Approval. TOTAL COST BUDGETED Yes No COST TO COUNTY SOURCE OF FUNDS APPROVED BY: County Attorney _ OMB/Purchasing Risk Management DIVISION DIRECTORAPPROVAL;1.~ Izfr1lIJY "I J. R. COlUNS DOCUMENTATION: Included AGENDA ITEM # Lt New language underlined; old language struck through LOAN AGREEMENT KEY LARGO WASTEWATER TREATMENT DISTRICT THIS LOAN AGREEMENT is entered into by and between Monroe County, a political subdivision of the State of Florida (the County) and the Key largo Wastewater Treatment District, an independent special district (the District), pursuant to Sec. 2.03(A)(2) of an interlocal agreement between the parties effective February 26, 2003 (the interlocal agreement). A copy of the interlocal agreement, together with all its exhibits, is attached as Exhibit A and made a part hereof 1. On or before October 15, 2003 January 30~ 2005, the County shall transfer to the District the sum of $731,428 and shall request the Florida Keys Aqueduct Authority (FKAA) to transfer to the District the sum of $182,857 (which sum the County had previously transferred to the FKAA for the purposes described in paragraph 2 of this loan agreement). 2. a) The District agrees to establish a special fund to be called the Key largo Trailer Village Project Fund (the Fund) and to deposit therein the money described in Paragraph 1 of this loan agreement. Money in the Fund may only be used to pay the costs of constructing the Key largo Trailer Village central wastewater treatment and collection system (the Project) that are authorized as appropriate matching expenditures in the DCNFEMA grant for the Project. A copy of the DCNFEMA grant Is attached to this loan agreement as Exhibit B. b) The District shall make disbursements or payments from the Fund only for the costs authorized in subparagraph 2(a) of this loan agreement. The District shall prepare and keep the records of such disbursements and payments according to generally accepted governmental accounting principles consistently applied and shall retain those records for a period of five years from the date of the completion of the Project. The records must be made available upon request to an auditor employed by The County Clerk or the State of Florida. If the auditor determines any funds may have been spent for unauthorized purposes, the auditor shall meet with District staff to confirm the purpose of the expenditure. If after meeting with District staff, the auditor determines that any of the funds transferred to the District under this loan agreement were expended for purposes not authorized by this loan agreement or the DCNFEMA grant, then the District shall, within 30 days of the auditor's determination, return the amount determined by the auditor to have been improperly spent together with interest, calculated at the rate set forth in Sec. 55.03(1), FS, commencing on the date the auditor determined the funds were expended for a purpose not authorized by this loan agreement or the DCNFEMA grant. This subparagraph controls over and amends any inconsistent language in the interlocal agreement Sec. 2.03(A)(2). c) Moneys transferred to the District under this loan agreement for deposit in the Fund must be deposited and secured in the same manner as public funds are authorized to be deposited and secured by the laws of the State of Florida. Any interest paid on moneys deposited in the Fund will belong to the District. 3. a) Beginning on July 1, 2008, and on each July 1st thereafter through July 1, 2018, the District shall pay to the County $91,428.50 for repayment of the funds transferred to the District pursuant to paragraph 1 of this loan agreement If the District has not collected a sufficient amount of funds to cover the loan repayment amounts each July 1st until the loan is repaid in full, the District shall have the right to request the County to renegotiate the terms of this Agreement relating to repayment of the funds. The parties agree that the $91,428.50 is entirely a return of principal and that the County may not demand, or seek to charge, the District any interest on the funds transferred to the District pursuant to this loan agreement. The only exception to this no interest provision is the interest payable on funds determined to have been spent for a purpose not authorized by this loan agreement. b) The County agrees to establish a special fund for the receipt and deposit of the moneys paid by the District to the County pursuant to subparagraph 3(a) of this loan agreement. The County agrees to return the moneys depOSited in that fund for wastewater treatment and collection projects located within, or serving the residents of, the Key Largo Wastewater Treatment District. The moneys so deposited shall be spent for District wastewater projects pursuant to interlocal agreement(s) entered into between the parties. 4. The requirement of each party that moneys be deposited and accounted for in a special fund may be satisfied by deposit in a single non-exclusive bank account or investment pool provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit. 5. This loan agreement is not Intended to, and does not give rise to, legal or beneficial rights on behalf of any third parties. The contractors, subcontractors, subsubcontractors, materialmen and tort claimants of the District, or any other third party, claiming or demanding damages, liability, payment, or other demand on account of an act, acts or omission or omissions of the District, its officers, employees, or agents, must seek the relief demanded or claimed from the District only. 6. The parties agree that prior to the time the first repayment amount is due to the County, as stated in paragraph 3 herein, the parties shall revisit and reconsider this Agreement to determine whether the terms and conditions of the repayment schedule should be amended. 7. All writings required by this loan agreement (including the payment of moneys) shall be sent to: Monroe County County Administrator Gato Building 1100 Simonton Street Key West, FL 33040 District R-obert Sheets, General Manager PO Box 491 Key largo, FL 33037 with ~ copy to: Terry Lcwis, District Attorney Lewis, Longman &. Walker, P.A. 1700 Palm Be~ch ~kes BI.,,'d. #1000 '}Jcst P\:llm Beach, FL 33401 by certified mail, return receipt requested, or by a national courier service such as Federal Express. The above addresses may be changed by written notification. 8. This written loan agreement is the parties~ final mutual understanding. It supersedes any prior negotiations or agreements, whether written (in any format) or oral, and may only be amended by a writing signed by both parties. 9. This loan agreement will take effect on the signature date of the last party to execute the agreement. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the dates written below. (SEAL) ATIEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By By Deputy Clerk Mayor/Chairman Date (SEAL) Attest: KEY LARGO WASTEWATER TREATMENT DISTRICT By By Secreta ry Chairman Date )conKlWWD4 MONROE COUNTY ATTORNEY A&~TO FORM: , JOHN R. COLLINS 'l\CQ~~"A TIORNEY Dati \ \'7 ~