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Resolution 2013-142/CWS 2013-03RESOLUTION 2013 - 14 2 /CWS RESOLUTION 2013- 0 3 A JOINT RESOLUTION OF COLLIER COUNTY, FLORIDA AND THE COLLIER COUNTY WATER - SEWER DISTRICT AUTHORIZING ADDITIONAL DISBURSEMENTS UNDER TWO EXISTING LOAN AGREEMENTS WITH THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING $25,000,000 IN ORDER TO REFUND A PORTION OF THE COLLIER COUNTY WATER -SEWER DISTRICT WATER AND SEWER REVENUE BONDS, SERIES 2006; AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDMENTS TO SUCH AGREEMENTS; DELEGATING CERTAIN AUTHORITY TO THE CHAIRWOMAN IN CONNECTION WITH THE APPROVAL OF THE TERMS AND DETAILS OF SAID - -... - — - - - - -- - ..... - - ... _ .._ ._ -- - - -- LOANS AND AMENDMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTMENT OF AN ESCROW AGENT THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, ACTING ON ITS OWN BEHALF AND AS THE EX- OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER- SEWER DISTRICT: SECTION 1. FINDINGS. It is hereby found and determined that: (A) On July 30, 1985, the Board of County Commissioners (the "Board ") of Collier County, Florida (the "County "), acting as the ex- officio governing board (the "Governing Body ") of the Collier County Water -Sewer District (the "District "), duly adopted Resolution No. CWS -85 -5, as amended and restated by Resolution No. CWS -85- 13 duly adopted on December 26, 1985, as amended and supplemented (collectively, the "Resolution "), for the purposes described therein. (B) On December 13, 2006, the district issued its Collier County Water -Sewer District Water and Sewer Revenue Bonds, Series 2006 (the "Series 2006 Bonds ") for the principal purpose of financing and refinancing certain capital improvements to the District's System (as defined in the Resolution). (C) The County previously entered into Drinking Water State Revolving Fund Construction Loan Agreement DW 1111 030 (as previously amended, the "SRF Loan Agreement 030 ") and Drinking Water State Revolving Fund Construction Loan Agreement DWI 111 040 (as previously amended, the "SRF Loan Agreement 040," and, collectively with the SRF Loan Agreement 030, the "SRF Loan Agreements "), each with the State of Florida Department of Environmental Protection ( "DEP "), to finance certain capital improvements to the System. (D) Additional disbursements may be received pursuant to the SRF Loan Agreements (the "Additional Disbursements ") in order to refund a portion of the Series 2006 Bonds (the "Refunded Bonds ") to provide debt service savings to the District. (E) The County and the District find it to be in the best interests of the citizens within the County to receive the Additional Disbursements in order to refund the Refunded Bonds and achieve debt service savings. (F) In order to obtain the Additional Disbursements it is necessary and limited to, changing the obligor thereunder from the County to the District. (G) In connection with the refunding of the Refunded Bonds, the District shall deposit part of the proceeds derived from the Additional Disbursements, together with other legally available moneys of the District, in a special escrow deposit trust fund (the "Escrow Fund "), to purchase U.S. Treasury obligations (the "Refunding Securities ") which shall be sufficient, together with the investment earnings therefrom and a cash deposit, if any, to pay the Refunded Bonds as the same mature or are redeemed prior to maturity, all as provided herein and in the hereinafter described Escrow Deposit Agreement. (H) Because of the nature of the DEP loan program it is necessary and desirable to procure the Additional Disbursements directly from DEP by a negotiated sale in accordance with the provisions hereof and of the SRF Loan Agreements. (I) The Additional Disbursements shall not constitute general obligations, or a pledge of the faith, credit or taxing power of the District, the County, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provisions; neither the State of Florida, nor any political subdivision thereof, nor the County, nor the District shall be obligated (i) to exercise its ad valorem taxing power in any form on any real or personal property of or in the County to pay the principal of the Additional Disbursements, the interest thereon, or other costs incidental thereto or (ii) to pay the same from any other funds of the District or the County except from the revenues and sources of funds set forth in the SRF Loan Agreements, in the manner provided therein. 2 SECTION 2. DEFINITIONS. When used in this Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as such definitions shall be hereinafter amended and defined. SECTION 3. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Part II of Chapter 153, Florida Statutes, Chapter 78- 489, Laws of Florida, Special Acts of 1978, and other applicable provisions of law. SECTION 4. AUTHORIZATION OF THE REFUNDING OF THE REFUNDED BONDS. The District hereby authorizes the refunding of the Refunded Bonds for the purpose of achieving debt service savings. The Chairwoman, upon the advice of the Financial Advisor to the District, Public Financial Management, Inc. (the "Financial Advisor "), shall determine the specific maturities of the Series 2006 Bonds and/or portions thereof which shall constitute the Refunded Bonds. SECTION 5. AUTHORIZATION OF THE ADDITIONAL DISBURSEMENTS. The District and the County hereby authorize the Additional aggr_egate.._principal__amount of--- not - _exceeding - -- $25,0-00,00.0,— the----------------------------------- - - - -.- specific amount to be approved by the Chairwoman, upon the advice of the Financial Advisor. The final maturities of the Additional Disbursements shall not exceed 20 years and the interest rates thereon shall not exceed 3.00 %, the specific maturities and interest rates to be approved by the Chairwoman, upon the advice of the Financial Advisor. SECTION 6. APPLICATION OF SRF LOAN PROCEEDS. The proceeds of the Additional Disbursements shall be applied simultaneously with the delivery thereof as follows: (A) A sufficient amount of such proceeds, together with other legally available moneys of the District, shall be deposited irrevocably in trust in the Escrow Fund established under the terms and provisions of the hereinafter defined Escrow Deposit Agreement and, other than a cash deposit, if any, shall be invested in Refunding Securities in the manner set forth in such Escrow Deposit Agreement, which investments shall mature at such times and in such amounts which, together with such cash deposit, shall be sufficient to pay the principal of, Redemption Price, if applicable, and interest on the Refunded Bonds as the same mature and become due and payable or are redeemed prior to maturity. (B) The remainder of the proceeds of the Additional Disbursements, if any, shall be applied to the payment of costs and expenses relating to the incurrence of the Additional Disbursements. SECTION 7. TRANSFER OF CERTAIN MONEYS. The Refunded Bonds will be refunded from the proceeds of the Additional Disbursements and from other legally available funds of the District. Any excess moneys on deposit in the Sinking Fund (as defined in the Resolution) established for the benefit of the Refunded Bonds pursuant to the Resolution and not required to remain on deposit therein shall be transferred to the Escrow Fund established pursuant to the Escrow Deposit Agreement. SECTION 8. AUTHORIZATION TO EXECUTE AMENDMENTS TO SRF LOAN AGREEMENTS. (A) The County and the District hereby authorize and direct the Chairwoman to execute and the Clerk to attest Amendment 3 to Loan Agreement DW1 111030 (the "Amendment 3 ") and to deliver such Amendment 3 to DEP. The Amendment 3 shall be in substantially the form of the Amendment 3 attached hereto as Exhibit A with such changes, amendments, modifications, omissions and additions, including the date of such Amendment 3, as may be approved by said Chairwoman. The Amendment 3 may be modified to reflect the District as the obligor of the corresponding Additional Disbursement. Execution by the Chairwoman of the Amendment 3 shall be deemed to be conclusive evidence of approval of such changes. (B) The County and the District hereby authorize and direct the Chairwoman to execute and the Clerk to attest Amendment 2 to Loan Agreement DW1111040 (the in substantially the form of the Amendment 2 attached hereto as Exhibit B with such changes, amendments, modifications, omissions and additions, including the date of such Amendment 2, as may be approved by said Chairwoman. The Amendment 2 may be modified to reflect the District as the obligor of the corresponding Additional Disbursement. Execution by the Chairwoman of the Amendment 2 shall be deemed to be conclusive evidence of approval of such changes. (C) The County and the District hereby authorize and direct the Chairwoman to execute and deliver any documents that are necessary or desirable to evidence that the District is the obligor under any and all of the outstanding loan agreements with DEP. SECTION 9. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT AGREEMENT. The District hereby authorizes and directs the Chairwoman to execute and the Clerk to attest an escrow deposit agreement (the "Escrow Deposit Agreement ") and to deliver the Escrow Deposit Agreement (the 'Escrow Agreement ") to U.S. Bank National Association, Fort Lauderdale, Florida, which is hereby appointed as Escrow Agent. The Escrow Deposit Agreement shall be in substantially the form of the Escrow Agreement attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Agreement, as may be approved by said Chairwoman. Execution by the Chairwoman of the Escrow Agreement shall be deemed to be conclusive evidence of approval of such changes. SECTION 10. GENERAL AUTHORITY, The members of the Governing Body and the Board, the County Manager, the Clerk and the officers, attorneys and other agents or employees of the District and the County are hereby authorized to do all acts and things required of them hereby, by the Resolution, the SRF Loan Agreements, the rd Amendment 3, the Amendment 2 or the Escrow Agreement, or desirable or consistent with the requirements hereof or the Resolution, the SRF Loan Agreements, the Amendment 3, the Amendment 2 or the Escrow Agreement for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Resolution, the SRF Loan Agreements, the Amendment 3, the Amendment 2 and the Escrow Agreement and each member, employee, attorney and officer of the District and the County and the Clerk is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. In the event the Chairwoman is absent or unavailable to perform any function or duty hereunder the Vice - Chairman is hereby authorized to perform any and all of such functions or duties. Bond Counsel and the Financial Advisor are hereby authorized and directed to take all action necessary and desirable to carry out the intent and purposes of this Resolution. SECTION 11. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held --- —c antraryt�anyexpross- 1 r�onCrary policy Ofexpress a-1 w, thogi not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the SRF Loan Agreements, the Amendment 3 or the Amendment 2. [Remainder of page intentionally left blank] SECTION 12. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. THIS RESOLUTION ADOPTED, after motion, second and majority vote on this the 25th day of June, 2013. - `4. ATTEST: BOARD OF COUNTY COMA NER� �' • DWIGHT E. BROCK, Clerk COLLIER COUNTY, FL01��1, S , THE, GOVERNING BODY WER U COUNTY AND AS EXI O THE GOVERNING BO OFk COLLIER COUNTY WATER S R T CT �i� � , .. • �, t. o,.. By,L. A By: q ture o,; Approv dorm legality: Jeffrey County n .` LLER, ESQ. B FLORIDA DEPARTA �kk-t b)* 4 3 RICK SCOTT GOVERNOR ENVIRONMENTAL FROTE J61§ - OR10;A HERSCHEL T. VINYARD JR. BOB RSTONE 55 FLORIDA � 2600 BLAIRSTONE R 35 � IZ; SECRETARY TALLAHASSEE, FLORID 32399 -2400 C�.ERK OF COURTS FED EX DELIVERY — SIGNATURE REOUII&H- -'-- _._. _n_r June 27, 2013 Mr. Joseph Bellone Interim Director of Operations and Support Collier County 3339 Tamiami Trail East, Suite 305 Naples, Florida 34112 Re: DWI 111 030 and DWI 111 040 — Collier County Treatment and Supply Dear Mr. Bellone: We are pleased to provide additional financing under the State Revolving Fund loan program for construction of Collier County's Treatment and Supply projects. Enclosed is an original of each of the amendments to Collier County's State Revolving Fund loan agreements. The amendments are now in effect. We congratulate you and your staff on your efforts and are pleased that we can continue working with you on these projects. If we may be of further assistance, please contact Dawn Walker at (850) 245 -8381. Sincerely, Ange Knecht, Program Administrator State Revolving Fund Management AK/dw Enclosures cc: Honorable Georgia Hiller — Collier County Derek Johnssen — Collier County Edith Manuel — Collier County Mark Brewer — Angie Brewer and Associates, LC www.dep.swe, ,us EXHIBIT A FORM OF AMENDMENT 3 I I B DRINKING WATER STATE REVOLVING FUND AMENDMENT 3 TO LOAN AGREEMENT DWllll 030 COLLIER COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project Sponsor) existing as a local government agency under the laws of the State of Florida. WITNESSETH: WHEREAS, the Department and the Project Sponsor entered into a Drinking Water State Revolving Fund Loan Agreement, Number DWI l 11030, as amended, authorizing a Loan amount of $17,039,056, excluding Capitalized Interest; and WHEREAS, the Project Sponsor is entitled to additional financing of $4,000,000, excluding Capitalized Interest; and WHEREAS, an interest rate must be established for the additional financing amount awarded in this amendment; and WHEREAS, a Loan Service Fee must be assessed for the additional financing; and WHEREAS, the Semiannual Loan Payment amount needs revision to reflect adjustment in the Loan amount; and WHEREAS, the Project costs need adjustment to reflect revised estimates; and WHEREAS, revised provisions for audit and monitoring are needed. NOW, THEREFORE, the parties hereto agree as follows: 1. Subsections 2.03(1) and (3)(a)(i) of the Agreement are deleted and replaced as follows: (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this Agreement Consist of the Following: Federal State Program Federal CFDA Funding Appropriation Number Agency Number CFDA Title Amount Category FS984522- EPA 66.468 Capitalization $21,039,056 140129 120 Grants for Drinking Water State Revolving Fund (3) Report Submission. (a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the Project Sponsor 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 2. Additional financing in the amount of $4,000,000, excluding Capitalized Interest, is hereby awarded to the Project Sponsor. 3. An interest rate of 2.25 percent per annum is established for the additional financing amount awarded in this amendment; however, if this amendment is not executed by the Project Sponsor and returned to the Department before July 1, 2013, the interest rate may be adjusted. 4. The estimated principal amount of the Loan is hereby revised to $21,126,718, which consists of $21,039,056 authorized for disbursement to the Project Sponsor and $87,662 of Capitalized Interest. This total consists of the following: (a) Original Agreement of $8,087,662, including $8,000,000 authorized for disbursement to the Project Sponsor and $87,662 of Capitalized Interest, at an interest rate of 2.64 percent per annum; and (b) Amendment 1 of $3,200,000 authorized for disbursement to the Project Sponsor at an interest rate of 2.79 percent per annum; and (c) Amendment 2 of $5,839,056 authorized for disbursement to the Project Sponsor at an interest rate of 2.71 percent per annum; and (d) Amendment 3 of $4,000,000 authorized for disbursement to the Project Sponsor at an interest rate of 2.25 percent per annum. The estimated principal does not reflect payments received to date. 5. An additional Loan Service Fee in the amount of $80,000, for a total of $420,781, is hereby assessed. The fee represents two percent of the Loan amount excluding Capitalized Interest; that is, two percent of $21,039,056. Estimated Loan Service Fee capitalized interest for the fee amount assessed to date is $2,106. i 6. The Semiannual Loan Payment amount, adjusted to account for repayments received to date, is hereby revised and shall be in the amount of $739,519. Such payments shall be received by the Department on August 15, 2013 and semiannually thereafter on February 15 and August 15 of each year until all amounts due hereunder have been fully paid. Until this Agreement is further amended, each Semiannual Loan Payment will be proportionally applied, after deduction of the Loan Service Fee is complete, toward repayment of the amounts owed on each incremental Loan amount at the date such payment is due. 7. The Project Sponsor and the Department acknowledge that the actual cost of the Project has not been determined. Project cost adjustments may be made as a result of mutually agreed upon Project changes. Capitalized Interest will be recalculated based on actual dates and amounts of Loan disbursements. If the Project Sponsor receives other governmental financial assistance for this Project, the costs funded by such other governmental assistance will not be financed by this Loan. The Department shall establish the final Project costs after its final inspection of the Project records. Changes in Project costs may also occur as a result of the Project Sponsor's Project audit or a Department audit. Funds disbursed in accordance with Section 4.08 of this Agreement shall be disbursed in the order in which they have been obligated without respect to budgetary line item estimates. All disbursements shall be made from the original Loan amount until that amount has been disbursed; the interest rate established for the original Loan amount shall apply to such disbursements for the purpose of determining the associated Capitalized Interest and repayment amount. The interest rate established for any additional increment of Loan financing shall be used to determine the Capitalized Interest and repayment amount associated with the funds disbursed from that increment. The estimated Project costs are revised as follows: CATEGORY COST($) Construction and Demolition 21,039,056 Capitalized Interest 87,662 TOTAL (Loan Principal Amount) 21,126,718 8. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK This Amendment 3 to Loan Agreement DWI 111 030 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 amendment to the Loan Agreement to be executed on its behalf by the Program Administrator and the Project Sponsor 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 Program Administrator. Attest: ot7 —' �-- —4� County r r SEAL_._ Attest as to Chailman s signature only E for STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION J P" gram Administrator tate Revolving Fund JUN 26 2013 Date i1B FORM OF AMENDMENT 2 11 B + DRINKING WATER STATE REVOLVING FUND AMENDMENT 2 TO LOAN AGREEMENT DW1111 040 COLLIER COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project Sponsor) existing as a local government agency under the laws of the State of Florida. WITNESSETH: WHEREAS, the Department and the Project Sponsor entered into a Drinking Water State Revolving Fund Loan Agreement, Number DWI 111 040, as amended, authorizing a Loan amount of $11,200,000, excluding Capitalized Interest; and WHEREAS, the Project Sponsor is entitled to additional financing of $21,000,000, excluding Capitalized Interest; and WHEREAS, an interest rate must be established for the additional financing amount awarded in this amendment; and WHEREAS, a Loan Service Fee must be assessed for the additional financing; and WHEREAS, the Semiannual Loan Payment amount needs revision to reflect adjustment in the Loan amount; and WHEREAS, the Project costs need adjustment to reflect revised estimates; and WHEREAS, revised provisions for audit and monitoring are needed. NOW, THEREFORE, the parties hereto agree as follows: 1. Subsections 2.03(l), (3)(a)(i), and (5) of the Agreement are deleted and replaced as follows: (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this Agreement Consist of the Following: Federal State Program Federal CFDA Funding Appropriation Number Agency Number CFDA Title Amount Category FS984522- EPA 66.468 Capitalization $32,200,000 140129 120 Grants for Drinking Water State Revolving Fund 11B (3) Report Submission. (a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the Project Sponsor 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 (5) Record Retention. The Project Sponsor shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date 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 Project Sponsor 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 Project Sponsor is hereby advised that the Federal and/or Florida Single Audit Act Requirements may further apply to lower tier transactions that may be a result of this Agreement. For federal financial assistance, the Project Sponsor shall utilize the guidance provided under OMB Circular A -133, Subpart B, Section _.210 for determining whether the relationship represents that of a subrecipient or vendor. The Project Sponsor 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 Project Sponsor 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 Project Sponsor'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. 2. Section 8.02 of the Agreement, as amended, 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 and the U.S. Environmental 118 Fi Protection Agency's Inspector General for inspection at any reasonable time after the Project Sponsor 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. 3. Additional financing in the amount of $21,000,000, excluding Capitalized Interest, is hereby awarded to the Project Sponsor. 4. An interest rate of 2.25 percent per annum is established for the additional financing amount awarded in this amendment; however, if this amendment is not executed by the Project Sponsor and returned to the Department before July 1, 2013, the interest rate may be adjusted. 5. The estimated principal amount of the Loan is hereby revised to $32,583,530, which consists of $32,200,000 authorized for disbursement to the Project Sponsor and $383,530 of Capitalized Interest. This total consists of the following: (a) Original Agreement of $8,336,811, including $8,000,000 authorized for disbursement to the Project Sponsor and $336,811 of Capitalized Interest, at an.interest rate of 2.64 percent per annum; and (b) Amendment 1 of $3,246,719, including $3,200,000 authorized for disbursement to the Project Sponsor and $46,719 of Capitalized Interest, at an interest rate of 2.79 percent per annum; and (c) Amendment 2 of $21,000,000 authorized for disbursement to the Project Sponsor at an interest rate of 2.25 percent per annum. The estimated principal does not reflect payments received to date. 6. An additional Loan Service Fee in the amount of $420,000, for a total of $644,000, is hereby assessed. The fee represents two percent of the Loan amount excluding Capitalized Interest; that is, two percent of $32,200,000. Estimated Loan Service Fee capitalized interest for the fee amount assessed to date is $8,121. 7. The Semiannual Loan Payment amount, adjusted to account for repayments received to date, is hereby revised and shall be in the amount of $1,183,561. Such payments shall be received by the Department on October 15, 2013 and semiannually thereafter on April 15 and October 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, after deduction of the Loan Service Fee is complete, toward repayment of the amounts owed on each incremental Loan amount at the date such payment is due. 8. The Project Sponsor and the Department acknowledge that the actual cost of the Project has not been determined. 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 Project Sponsor 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 11B inspection of the Project records. Changes in Project costs may also occur as a result of the Project Sponsor'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 interest 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 interest 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: 9. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK AUTHORIZED LOAN CATEGORY COST($) AMOUNT($) TO DATE (1) Administrative Allowance 296,342 (2) Engineering Allowance 2,963,422 Line items (3) Construction and Demolition 47,038,450 may vary (4) Contingencies 2,351,923 based on (5) Technical Services After Bid Opening 4,796,000 actual SUBTOTAL (Disbursable Amount) 57,446,137 32,200,000 (6) Capitalized Interest 383,530 383,530 TOTAL (Loan Principal Amount) 57,829,667 32,583,530 9. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 11B This Amendment 2 to Loan Agreement DWI 111 040 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 amendment to the Loan Agreement to be executed on its behalf by the Program Administrator and the Project Sponsor 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 Program Administrator. Attest: for STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION ak--wgg P ram Administrator to Revolving Fund Attachment included as part of this Agreement: JUN 2 6 2013 Attachment A - Certification of Applicability to Single Audit Act Reporting Date ATTACHMENT A 11B 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: P CERTIFICATION STATEMENT: I hereby certify that the above information is correct. Signature Print Name and Position Title DEP Agreement No. DWI 111 040, Attachment A, Page 1 of 3 Date 11 B ps 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 (MONTH/YEAR) TO (MONTH/YEAR). 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. DWI I 11 040, Attachment A, Page 2 of 3 11 4 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 CAFR 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@dgp.state.fl.us DEP Agreement No. DWI 111 040, Attachment A, Page 3 of 3 EXHIBIT C FORM OF ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT, dated as of ' 2013, by and between COLLIER COUNTY WATER -SEWER DISTRICT (the "District "), and U.S. BANK NATIONAL ASSOCIATION (the 'Escrow Agent "), a national banking association, having a corporate trust office at 550 West Cypress Creek Road, Suite 380, Fort Lauderdale, Florida 33309, as escrow agent hereunder. WHEREAS, the District has heretofore issued its Collier County Water -Sewer District Water and Sewer Revenue Bonds, Series 2006 (the "Series 2006 Bonds ") pursuant to Resolution No. CWS -85 -5 adopted on July 30, 1985, as amended and restated by Resolution No. CWS -85 -13 adopted on December 26, 1985, as amended and supplemented (collectively, the "Resolution "); and WHEREAS, the District has determined to exercise its option under the -- Resolution to advance refund portion of e outstanding Series 2006 Bonds identified -- - -- on Schedule A attached hereto (the "Refunded Bonds "); and WHEREAS, the District has determined to incur two loans from the State of Florida Department of Environmental Protection pursuant to two existing loan agreements (the "SRF Loans "), a portion of the proceeds of which SRF Loans will be used to purchase certain United States Treasury obligations in order to provide payment for the Refunded Bonds and to discharge and satisfy the pledges, liens and other obligations of the District under the Resolution in regard to such Refunded Bonds; and WHEREAS, the incurrence of the SRF Loans, the purchase by the Escrow Agent of the hereinafter defined Escrow Securities, the deposit of such Escrow Securities into an escrow deposit trust fund to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens and other obligations of the District under the Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: SECTION 1. PREAMBLES. The District represents that the recitals stated above are true and correct and incorporated herein. SECTION 2. RECEIPT OF RESOLUTION AND VERIFICATION REPORT. Receipt of a true and correct copy of the above - mentioned Resolution and this Agreement is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Resolution, including but not limited to Article III and Section 9.01 thereof, are incorporated herein by reference. The Escrow Agent also acknowledges receipt of the verification report of The Arbitrage Group, Inc., dated , 2013 (the "Verification Report"). Reference herein to or citation herein of any provisions of the Resolution or the Verification Report shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. SECTION 3. DISCHARGE OF PLEDGE OF HOLDERS OF REFUNDED BONDS. In accordance with Section 9.01 of the Resolution, the District by this writing exercises its option to cause the pledge of the Pledged Funds and all covenants, agreements and other obligations of the District to the holders of the Refunded Bonds under the Resolution to cease, terminate and become void and be discharged and satisfied. SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is -- - - - --h ed —ancr— - - -- irrevocable escrow fund designated the "Collier County Water -Sewer District Water and Sewer Revenue Bonds, Series 2006 Escrow Deposit Trust Fund" (the "Escrow Fund "). The Escrow Fund shall be held in the custody of the Escrow Agent as a trust fund for the benefit of the holders of the Refunded Bonds separate and apart from other funds and accounts of the District and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund the sum of $ received from the District from proceeds of the SRF Loans (the "SRF Moneys ") and $ from other legally available moneys of the District (the "District Moneys "). SECTION S. DEPOSIT OF MONEYS AND SECURITIES IN ESCROW FUND. The District hereby directs and the Escrow Agent represents and acknowledges that, concurrently with the deposit of the SRF Moneys and District Moneys under Section 4 above, it has used $ of the SRF Moneys and $ of the District Moneys to purchase on behalf of and for the account of the District certain United States Treasury obligations (collectively, together with any other securities which may be on deposit, from time to time, in the Escrow Fund, the 'Escrow Securities "), which are described in Schedule B hereto, and the Escrow Agent will deposit such Escrow Securities and $ in cash (the "Cash Deposit ") in the Escrow Fund. All Escrow Securities shall be noncallable, direct obligations of the United States of America. In the event any of the Escrow Securities described in Schedule B hereto are not available for delivery on , 2013, the Escrow Agent may, at the written direction of the District and with the approval of Bond Counsel, substitute other United States Treasury obligations and shall credit such other obligations to the Escrow Fund P? and hold such obligations until the aforementioned Escrow Securities have been delivered. Bond Counsel shall, as a condition precedent to giving its approval, require the District to provide it with a revised Verification Report in regard to the adequacy of the Escrow Securities, taking into account the substituted obligations to pay the Refunded Bonds in accordance with the terms hereof. The Escrow Agent shall in no manner be responsible or liable for failure or delay of Bond Counsel or the District to promptly approve the substitutions of other United States Treasury obligations for the Escrow Fund. SECTION 6. SUFFICIENCY OF ESCROW SECURITIES AND THE CASH DEPOSIT. In reliance upon the Verification Report, the District represents that the Cash Deposit and the interest on and the principal amounts successively maturing on the Escrow Securities in accordance with their terms (without consideration of any reinvestment of such maturing principal and interest) are sufficient such that moneys will be available to the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal of, premium, if any, and interest due and to become due on the Refunded Bonds as described in Schedule C attached hereto. If the Escrow Securities and Cash Deposit shall be ins ici n o e such paymerils, the i timely deposit to the Escrow Fund, solely from legally available funds of the District, such additional amounts as may be required to pay the Refunded Bonds as described in Schedule C hereto. Notice of any insufficiency shall be given by the Escrow Agent to the District as promptly as possible, but the Escrow Agent shall in no manner be responsible for the District's failure to make such deposits. SECTION 7. ESCROW SECURITIES AND THE CASH DEPOSIT IN TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Escrow Securities and the Cash Deposit in the Escrow Fund shall constitute an irrevocable deposit of Refunding Securities (as defined in the Resolution) and cash in trust solely for the payment of the principal of, premium, if any, and interest on the Refunded Bonds at such times and in such amounts as set forth in Schedule C hereto, and the principal of and interest earnings on such Escrow Securities and the Cash Deposit shall be used solely for such purpose. SECTION 8. ESCROW AGENT TO PAY REFUNDED BONDS FROM ESCROW FUND. The District hereby directs, and the Escrow Agent hereby agrees, that it will take all actions required to be taken by it under the provisions of the Resolution referenced in this Agreement, including the timely transfer of money to the Paying Agent for the Refunded Bonds (U.S. Bank National Association) as provided in the Resolution, in order to effectuate this Agreement and to pay the Refunded Bonds in the amounts and at the times provided in Schedule C hereto. The Escrow Securities and the Cash Deposit shall be used to pay debt service on the Refunded Bonds as they mature or are redeemed prior to maturity. The Refunded Bonds shall be redeemed prior to maturity on July 1, 2016 (the "Redemption Date ") at a redemption price equal to 100% of the principal amount of each Refunded Bond, plus interest accrued to the Redemption Date. If any payment date shall be a day on which either the Paying Agent for the Refunded Bonds or the Escrow Agent is not open for the acceptance or delivery of funds, then the Escrow Agent may make payment on the next business day. The liability of the Escrow Agent for the payment of the principal of, premium, if any, and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of the Escrow Securities and the Cash Deposit and the interest earnings thereon available for such purposes in the Escrow Fund. SECTION 9. REINVESTMENT OF MONEYS AND SECURITIES IN ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested, other than the Cash Deposit, only in the Escrow Securities listed in Schedule B hereto and, except as provided in Section 5 hereof and this Section 9, neither the District nor the Escrow Agent shall otherwise invest or reinvest any moneys in the Escrow Fund. Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent may not sell or otherwise dispose of any or all of the Escrow Securities or the Cash in the Escrow Fund and— reinvest the proeeeds thereof in other seeurities nor may it substitute securities for any of the Escrow Securities, except upon written direction of the District and where, prior to any such reinvestment or substitution, the Escrow Agent has received from the District the following: (a) a written verification report by a firm of independent certified public accountants, of recognized standing, appointed by the District and acceptable to the Escrow Agent, to the effect that after such reinvestment or substitution the principal amount of Escrow Securities, together with the interest thereon and any uninvested cash, will be sufficient to pay the Refunded Bonds as described in Schedule C hereto; and (b) a written opinion of nationally recognized Bond Counsel to the effect that (i) such investment will not cause the Refunded Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code, as amended, and the regulations promulgated thereunder or otherwise cause the interest on the Refunded Bonds to be included as gross income for purposes of federal income taxation, and (ii) such investment does not violate any provision of Florida law or of the Resolution. The above - described verification report need not be provided in the event the District purchases Escrow Securities with the proceeds of maturing Escrow Securities and such purchased Escrow Securities mature on or before the next interest payment date for the Refunded Bonds and have a face amount which is at least equal to the cash amount invested in such Escrow Securities. 4 In the event the above - referenced verification concludes that there are surplus moneys in the Escrow Fund, such surplus moneys shall be released to the District upon its written direction. The Escrow Fund shall continue in effect until the date upon which the Escrow Agent makes the final payment to the Paying Agent for the Refunded Bonds in an amount sufficient to pay the Refunded Bonds as described in Schedule C hereto, whereupon the Escrow Agent shall sell or redeem any Escrow Securities remaining in the Escrow Fund, and shall remit to the District the proceeds thereof, together with all other money, if any, then remaining in the Escrow Fund. SECTION 10. REDEMPTION OF REFUNDED BONDS. The District hereby irrevocably instructs the Escrow Agent to cause the Registrar for the Refunded Bonds (U.S. Bank National Association) to give, on behalf of the District, at the appropriate times the notice or notices, if any, required by the Resolution in connection with the redemption of the Refunded Bonds. The Refunded Bonds shall be redeemed on July 1, 2016 at a redemption price equal to 100% of the principal amount thereof, plus accrued interest. SECTION 1 1 . DEFEASANCE NOTICE TO HOLDERS OF - REFUNDED BONDS. Concurrently with the deposit of the Escrow Securities set forth in Section 5 hereof, the Refunded Bonds shall be deemed to have been paid within the meaning and with the effect expressed in Section 9.01 of the Resolution. Within 60 days of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the District, shall cause the Paying Agent for the Refunded Bonds (U.S. Bank National Association) to mail to the Holders of the Refunded Bonds the notice in the form provided in Schedule D attached hereto. SECTION 12. ESCROW FUND IRREVOCABLE. The Escrow Fund hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an express lien on all Escrow Securities and the Cash Deposit deposited in the Escrow Fund pursuant to the terms hereof and the interest earnings thereon until paid out, used and applied in accordance with this Agreement and the Resolution. Neither the District nor the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be imposed upon the Escrow Fund. SECTION 13. AMENDMENTS TO AGREEMENT. This Agreement is made for the benefit of the District and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent; provided, however, that the District and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized Bond Counsel with respect to compliance with this Section 13, including the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section 13. SECTION 14 FEES AND EXPENSES OF ESCROW AGENT; INDEMNIFICATION. In consideration of the services rendered by the Escrow Agent under this Agreement, the District agrees to and shall pay to the Escrow Agent the fees and expenses as set forth on Schedule 1 hereto. The Escrow Agent shall have no lien whatsoever upon any of the Escrow Securities in said Escrow Fund for the payment of such proper fees and expenses. The District further agrees to indemnify and save the Escrow Agent harmless, to the extent allowed by law, against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to its negligence or misconduct. Indemnification provided under this Section 14 shall survive the termination of this Agreement. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District. The Escrow Agent may conclusively rely, as to the correctness of statements, conclusions and opinions therein, upon any certificate, report, opinion or other document furnished to the Escrow Agent pursuant to any provision of this Agreement; the Escrow Agent shall be protected and shall not be liable for acting or proceeding, in good faith, upon such reliance; and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Escrow Agent may consult with counsel, who may be counsel to the District or independent counsel, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance herewith. Prior to retaining such independent counsel, the Escrow Agent shall notify the District of its intention. 2 The Escrow Agent and its successors, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, by reason of the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance and disposition of the various moneys and funds described herein, the purchase, retention or payment, transfer or other application of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement or any nonnegligent act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be liable to the District and to holders of the Refunded Bonds to the extent of their respective damages for negligent or willful acts, omissions or errors of the Escrow Agent which violate or fail to comply with the terms of this Agreement. The duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. SECTION 15. REPORTING REQUIREMENTS OF ESCROW AGENT. So long as the Escrow Fund is maintained under this Agreement, the Escrow Agent shall forward in writing to the District a statement in detail of the balance of the Securities held therein following payments made therefrom on each January 1 or July 1 of that year, wilwiluvor vs upplicaule, and the income and maturities--thereof, and hdrawal&—af -- money from the Escrow Fund, since the last statement furnished pursuant to this Section 15. Such statements shall be provided to the Issuer as soon as practicable following the end of each month in which payments are made with respect to the Refunded Bonds. SECTION 16. RESIGNATION OR REMOVAL OF ESCROW AGENT. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than 60 days' written notice to the District and mailing notice thereof, specifying the date when such resignation will take effect to the holders of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or by the District as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be replaced at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and signed by either the District or the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding. Such instrument shall provide for the appointment of a successor Escrow Agent, which appointment shall occur simultaneously with the removal of the Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the 7 control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such event, the District shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by the District shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The District shall mail notice of any such appointment made by it at the times and in the manner described in the first paragraph of this Section 16. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the District pursuant to the foregoing provisions of this Section 16 within 60 days after written notice of resignation of the Escrow Agent has been given to the District, the holder of any of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent may jurisdiction for die appointment of a successor Escrow Agent, U11U thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall have no further liability hereunder and the District shall indemnify and hold harmless the Escrow Agent, to the extent allowed by law, from any such liability, including costs or expenses incurred by the Escrow Agent or its counsel. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any State, and shall have at the time of appointment capital and surplus of not less than $30,000,000. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the District an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the District execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from the District be required by any successor Escrow Agent for more fully and certainly vesting in such M. successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the District. Any corporation into which the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax -free reorganization to which the Escrow Agent or any successor to it shall be a party shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 17. TERMINATION OF AGREEMENT. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the District. SECTION 18. GOVERNING LAW. This Agreement shall be governed by the applicable laws of the State of Florida. SECTION 19. SEVERABILITY. If any one or more of the covenants or agreements provided in this Agreement on the part of the District or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 20. COUNTERPARTS. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 21. NOTICES. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing and sent either by facsimile, overnight express mail with fees prepaid, first class mail with postage prepaid; or hand delivered to the Issuer or the Bank, respectively, at the addresses or facsimile numbers shown below: U.S. Bank National Association 550 West Cypress Creek Road, Suite 380 Fort Lauderdale, Florida 33309 Attention: Corporate Trust Department Facsimile: (954) 202 -2082 9 Collier County, Florida Collier County Government Complex 3299 Tamiami Trail East Naples, FL 34112 Attention: County Manager Phone: 239/252 -8717 Facsimile: (239) 403 -2366 IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and their seals to be hereunder affixed and attested as of the date first written herein. COLLIER COUNTY, FLORIDA (SEAL) Chairwoman, Board of County Commissioners ATTEST: Deputy Clerk Approved as to Form and Legal Sufficiency: County Attorney U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent 10 SCHEDULEI Fees and Expenses of Bank: $800.00 one time fee, payable in advance. Attachment B History of State Revolving Funds Loan DW111030 and DW1111040 State Revolving Fund Loan - DW1111 030 On March 13 2007, the Board of County Commissioners approved Resolution 2007 -67 to authorize the County to submit a State Revolving Fund (SRF) low interest rate construction loan application and to authorize the Loan Agreement with the FDEP, for the South County Regional Water Treatment Plant (SCRWTP) 12- Million Gallons Per Day (MGD) Reverse Osmosis (RO) Plant Expansion, Project 700971. The loan application was in the amount of $32,487,586. On August 9, 2007, the SRF Loan Agreement was signed by the Chairman of the Board of County Commissioners, the Assistant County Attorney, and sealed by the Clerk of the Circuit Court on behalf of the County and it was submitted to the FDEP. The Loan Agreement was fully executed on behalf of the State of Florida and the FDEP by the Chief Executive Officer on August 17, 2007. The Agreement executed on August 17, 2007, authorized a disbursable amount of $8,000,000 (Attachment Q. On September 9, 2008, Item # 16C4, Amendment 1 to the original loan agreement was approved. This Amendment increased the disbursable amount of the loan to $1 1,200,000 (Attachment D). On January 12, 2010, under Agenda Item 16C4, the Board approved Amendment Two to the original loan agreement. This Amendment increased the disbursable amount of the loan to $17,039,056 (Attachment E). On April 12, 2011, under Agenda Item 16C1, the Board approved authorizing the County Manager or designee to decline an additional $5,000,000 in funding for this project. These funds were declined in order to strictly adhere to the pay -as -you go approach. Amendment Three (3) provides additional funding to the County. The disbursable amount of the Loan has been increased by $4,000,000 and the adjusted total disbursable amount of the Loan is $21,039,056. The total Principal Amount, including Capitalized Interest, has been modified to $21,126,718 (See Exhibit A of Resolution). State Revolving Fund Loan - DWI 111 040 On March 13 2007, the Board of County Commissioners approved Resolution 2007 -66 to authorize the County to submit a State Revolving Fund (SRF) low interest rate construction loan application and to authorize the Loan Agreement with the FDEP, for the South County Regional Water Treatment Plant (SCRWTP) 20- Million Gallons Per Day (MGD) Reverse Osmosis (RO) Wellfield Expansion, Project 708921. The loan application was in the amount of $63,858,052. I On August 9, 2007, the SRF Loan Agreement was signed by the Chairman of the Board of County Commissioners, the Assistant County Attorney, and sealed by the Clerk of the Circuit Court on behalf of the County and it was submitted to the FDEP. The Loan Agreement was fully executed on behalf of the State of Florida and the FDEP by the Chief Executive Officer on August 17, 2007. The Agreement executed on August 17, 2007, authorized a disbursable amount of $8,000,000 (Attachment F). On September 9, 2008, Item # 16C1, Amendment 1 to the original loan agreement was approved. This Amendment increased the disbursable amount of the loan to $11,200,000 (Attachment G). Amendment Two (2) provides additional funding to the County. The disbursable amount of the Loan has been increased by $21,000,000, and the adjusted total disbursable amount of the Loan is $32,200,000. The total Principal Amount, including Capitalized Interest, has been modified to $32,583,530 (Exhibit B of Resolution). 2 STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION AND COLLIER COUNTY, FLORIDA DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT DW1111 030 Florida Department of Environmental Protection Bureau of Water Facilities Funding Bob Martinez Center 2600 Blair Stone Road, MS 3505 Tallabassee, Florida 32399 -2400 DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT CONTENTS PAGE ARTICLE I - DEFINITIONS 1.01. WORDS AND TERMS. 1.02. CORRELATIVE WORDS, ARTICLE II - WARRANTIES, REPRESENTATIONS AND COVENANTS 2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS. 2.02. LEGAL AUTHORIZATION. 2.03. AUDIT AND MONITORING REQUIREMENTS. ARTICLE III - LOAN REPAYMENT ACCOUNT 3.01. LOAN DEBT SERVICE ACCOUNT. 3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS. 3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS. 3.04. ASSETS HELD IN TRUST. ARTICLE IV - PROJECT INFORMATION 4.01. PROJECT CHANGES. 4.02. TITLE TO PROJECT SITE. 4.03. PERMITS AND APPROVALS. 4.04. ENGINEERING SERVICES. 4.05. PROHIBITION AGAINST ENCUMBRANCES. 4.06. COMPLETION MONEYS. 4.07. CLOSE -OUT. 4.08. LOAN DISBURSEMENTS. ARTICLE V - RATES AND USE OF THE WATER AND SEWER SYSTEMS 5.01. RATE COVERAGE. 5.02. NO FREE SERVICE. 5.03. MANDATORY CONNECTIONS. 5.04. NO COMPETING SERVICE. 5.05. MAINTENANCE OF THE WATER AND SEWER SYSTEMS. 5.06. ADDITIONS AND MODIFICATIONS. 5.07. COLLECTION OF REVENUES. ARTICLE VI - DEFAULTS AND REMEDIES 6.01. EVENTS OF DEFAULT. 6.02. REMEDIES. 6.03. DELAY AND WAIVER. ARTICLE VII - THE PLEDGED REVENUES 7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT. 7.02. ADDITIONAL DEBT OBLIGATIONS. ARTICLE VIII - GENERAL PROVISIONS 8.01. DISCHARGE OF OBLIGATIONS. 8.02. PROJECT RECORDS AND STATEMENTS. 9 1 1 3 3 3 5 5 7 7 8 8 8 8 8 8 9 9 9 9 9 9 10 10 10 10 10 10 11 11 11 11 12 12 13 13 13 13 13 13 DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT CONTENTS PAGE 8.03. ACCESS TO PROJECT SITE. 14 8.04. ASSIGNMENT OF RIGHTS UNDER AGREEMENT. 14 8.05. AMENDMENT OF AGREEMENT. 14 8.06. ANNULMENT OF AGREEMENT. 14 8.07. SEVERABILTTY CLAUSE. 14 ARTICLE IX - CONSTRUCTION CONTRACTS AND INSURANCE 14 9.01. AUTHORIZATION TO AWARD CONSTRUCTION CONTRACTS, 14 9.02. SUBMITTAL OF CONSTRUCTION CONTRACT DOCUMENTS. 15 9.03. INSURANCE REQUIRED. 15 ARTICLE X - DETAILS OF FINANCING 15 10.01. PRINCIPAL AMOUNT OF LOAN. 15 10.02. LOAN SERVICE FEE. 16 10.03. INTEREST RATE. 16 10.04, LOAN TERM. 16 10.05. REPAYMENT SCHEDULE. 16 10.06. PROJECT COSTS. 17 10.07. SCHEDULE. 17 10.08. SPECIAL CONDITION. 17 ARTICLE XI - EXECUTION OF AGREEMENT 18 u DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT DW1111030 THIS AGREEMENT is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project Sponsor) existing as a local governmental agency under the laws of the State of Florida. WITNESSETH: WHEREAS, pursuant to Section 403.8532, Florida Statutes, the Department is authorized to make loans to finance or refinance the construction of public water systems, the planning and design of which have been reviewed by the Department; and WHEREAS, the Project Sponsor has made application for the financing of the 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 Project Sponsor, 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 Project Sponsor authorized by ordinance or resolution to sign documents associated with the Loan. (3) "Capitalized Interest" shall mean the interest accruing on Loan proceeds from the time of disbursement until six months before the first Semiannual Loan Payment is due. Capitalized Interest is financed as part of the Loan principal. (4) "Depository" shall mean a bank or trust company, having a combined capital and unimpaired surplus of not less than $50 million, authorized to transact commercial banking or savings and loan business in the State of Florida and insured by the Federal Deposit Insurance Corporation. (5) "Development Fees" shall mean the charges imposed by the Local Government on persons connecting to the System, or reserving capacity in the System, which represent a pro rata share of the costs of the System which are attributable to the increased demand such additional connections create upon the System. Development Fees shall not include Connection Fees. (6) Gross Revenues" shall mean all income or earnings received by the Project Sponsor from the ownership or operation of its Water and Sewer Systems, including investment income, all as calculated in accordance with generally accepted accounting principles. Gross Revenues shall not include proceeds from the sale or other disposition of any part of the Water or Sewer System, condemnation awards or proceeds of insurance, except use and occupancy or business interruption insurance, received with respect to the Water or Sewer System. (7) "Loan" shall mean the amount of money to be loaned pursuant to this Agreement and subsequent amendments. (8) "Loan Application" shall mean the completed form which provides all information required to support obtaining construction loan financial assistance. (9) "Loan Debt Service Account" shall mean an account, or a separately identified component of a pooled cash or liquid account, with a Depository established by the Project Sponsor for the purpose of accumulating Monthly Loan Deposits and making Semiannual Loan Payments. (10) "Loan Service Fee" shall mean an origination fee which shall be paid to the Department by the Project Sponsor. (11) "Monthly Loan Deposit' shall mean the monthly deposit to be made by the Project Sponsor to the Loan Debt Service Account. (12) "Operation and Maintenance Expense" shall mean the costs of operating and maintaining the Water and Sewer Systems determined pursuant to generally accepted accounting principles, exclusive of interest on any debt payable from Gross Revenues, depreciation, and any other items not requiring the expenditure of cash. (13) "Pledged Revenues" shall mean the specific revenues pledged as security for repayment of the Loan and shall be the Development Fees and Gross Revenues derived yearly from the operation of the Water and Sewer Systems after payment of the Operation and Maintenance Expense and the satisfaction of all yearly payment obligations on account of the Senior Revenue Obligations and any senior obligations issued pursuant to Section 7.02 of this Agreement. (14) "Project" shall mean the works financed by this Loan and shall consist of furnishing all labor, materials, and equipment to construct the water treatment project in accordance with the plans and specifications accepted by the Department for the "Water Sewer District South County Regional Water Treatment Plant'contract. The Project is in agreement with the "June 2005 Collier County Potable Water Wells Facilities Plan" and related planning documentation, effective November 3, 2005. Approval of this Project is provided by the Florida Finding of No Significant Impact dated March 31, 2006. The Project is an Equivalency Project as defined in Chapter 62 -552, Florida Administrative Code. (15) "Semiannual Loan Payment" shall mean the payment due from the Project Sponsor to the Department at six-month intervals. (16) "Senior Revenue Obligations" shall mean the following debt obligations: (a) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds, Series 1999A, issued in the amount of $6,605,000, pursuant to Resolution No. CWS -85 -5, as restated, amended and supplemented, in particular as supplemented by Resolution No. CWS -98-4; and _ (b) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds, Series 1999B, issued in the amount of $22,855,000, pursuant to Resolution No. CWS -85 -5, as restated, amended, and supplemented, in particular as supplemented by Resolution No. CWS -98 -4; and (c) Collier County Water -Sewer District, Florida, Taxable Water and Sewer Refunding Revenue Bonds, Series 2003A, issued in the amount of $13,720,000, pursuant to Resolution No. CWS -85 -5, as restated, amended, and supplemented, in particular as supplemented by Resolution No. CWS- 2003 -01; and (d) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds, Series 2003B, issued in the amount of $33,630,000, pursuant to Resolution No. CWS -85 -5, as restated, amended, and supplemented, in particular as supplemented by Resolution No. CWS- 2003 -01; and (e) Collier County Water -Sewer District, Florida, Water and Sewer Revenue Bonds, Series 2006, issued in the amount of $110,165,000, pursuant to Resolution No. CWS -85 -5, as restated, amended, and supplemented, in particular as supplemented by Resolution No. CWS -06 -297, and in particular as amended by Resolution No. CWS -06 -298; and (f) Additional bonds issued on a parity with the bonds identified above pursuant to the provisions of Resolution No. CWS -85 -5, as restated, amended, and supplemented; and (g) 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) "Sewer System" shall mean all facilities owned by the Project Sponsor for collection, transmission, treatment and reuse of wastewater and its residuals. (18) "System" shall mean the Water and Sewer System serving in certain unincorporated areas of the County. (19) "Water System" shall mean all facilities owned by the Project Sponsor for supplying and distributing water for residential, commercial, industrial, and governmental use. 1.02. CORRELATIVE WORDS. Words of the masculine gender shall be understood to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural and the word "person" shall include corporations and associations, including public bodies, as well as natural persons. ARTICLE II - WARRANTIES, REPRESENTATIONS AND COVENANTS 2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS. The Project Sponsor warrants, represents and covenants that (1) The Project Sponsor has full power and authority to enter into this Agreement and to comply with the provisions hereof. (2) The Project Sponsor currently is not the subject of bankruptcy, insolvency, or reorganization proceedings and is not in default of, or otherwise subject to, any agreement or any law, administrative regulation, judgment, decree, note, resolution, charter or ordinance which would currently restrain or enjoin it from entering into, or complying with, this Agreement. (3) There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or, to the best of the Project Sponsor's knowledge, threatened, which seeks to restrain or enjoin the Project Sponsor from entering into or complying with this Agreement. (4) 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 Project Sponsor knows of no reason why any future required permits or approvals are not obtainable. (5) The Project Sponsor shall undertake the Project on its own responsibility, to the extent permitted by law. (6) To the extent permitted by law, the Project Sponsor shall release and hold harmless the State, its officers, members, and employees from any claim arising in connection with the Project Sponsor's actions or omissions in its planning, engineering, administrative, and construction activities financed by this Loan or its operation of the Project. (7) All Project Sponsor representations to the Department, pursuant to the Loan Application and Agreement, were true and accurate as of the date such representations were made. The financial information delivered by the Project Sponsor to the Department was current and correct as of the date such information was delivered. The Project Sponsor shall comply with Chapter 62 -552, Florida Administrative Code, and all applicable State and Federal laws, rules, and regulations which are identified in the Loan Application or Agreement. Minority and Women's Business Enterprise goals as stated in the plans and specifications apply to this Project. To the extent that any assurance, representation, or covenant requires a future action, the Project Sponsor shall take such action as is necessary for compliance. (8) The Project Sponsor shall maintain records using generally accepted accounting principles established by the Governmental Accounting Standards Board. As part of its bookkeeping system, the Project Sponsor shall keep accounts of the Water and Sewer Systems separate from all other accounts and it shall keep accurate records of all revenues, expenses, and expenditures relating to the Water and Sewer Systems, and of the Pledged Revenues, Loan disbursement receipts, and Loan Debt Service Account. (9) 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 Project Sponsor'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 the rate coverage requirement; (b) the Loan Debt Service Account contains the funds required; and (c) insurance in effect for the facilities generating the Pledged Revenues adequately covers the customary risks to the extent that such insurance is available. (10) Pursuant to Section 216.347 of the Florida Statutes, the Project Sponsor shall not use the Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a State agency. (11) The Project Sponsor 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 Project Sponsor 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. (12) The Project Sponsor covenants that this Agreement is entered into for the purpose of constructing, refunding, or refinancing the Project which will in all events serve a public purpose. The Project Sponsor 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 Project Sponsor's legal counsel hereby expresses the opinion, subject to laws affecting the rights of creditors generally, that: (1) This Agreement has been duly authorized by the Project Sponsor and shall constitute a valid and legal obligation of the Project Sponsor enforceable in accordance with its terms upon execution by both parties; and (2) This Agreement specifies the revenues pledged for repayment of the Loan, and the pledge is valid and enforceable. 2.03. AUDIT AND MONITORING REQUIREMENTS. The Project Sponsor agrees to the following audit and monitoring requirements. (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this Agreement Consist of the Following: Federal State Program Federal CFDA Funding Appropriation Number Agency Number CFDA Title Amount Category FS984522 -060 EPA 66.468 Capitalization Grants for Drinking $8,000,000 140129 Water State Revolving Fund (2) Audits. (a) In the event that the Project Sponsor expends $500,000 or more in Federal awards in its fiscal year, the Project Sponsor must have a single or program - specific audit conducted in accordance with the provisions of OMB Circular A -133, as revised. Subsection 2.03(1) of this Agreement indicates that Federal funds are awarded through the Department by this Agreement. In determining the Federal awards expended in its fiscal year, the Project Sponsor shall consider all sources of Federal awards, including Federal resources received from the Department. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A -133, as revised. An audit of the Project Sponsor conducted by the Auditor General in accordance with the provisions of OMB Circular A -133, as revised, will meet the requirements of this part (b) In connection with the audit requirements addressed in the preceding paragraph (a), the Project Sponsor shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A -133, as revised. (c) If the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A -133, as revised, is not required. In the event that the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of OMB Circular A -133, as revised, the cost of the audit must be paid from non - Federal resources (i.e., the cost of such an audit must be paid from Project Sponsor resources obtained from other than Federal entities). (d) The Project Sponsor may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via the internet at hiip: / /aVe.os.dhhs. ovg /cfda. (3) Report Submission. (a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the Project Sponsor directly to each of the following: (i) The Department at each of the following addresses: Don W. Berryhill, P.E., Chief Bureau of Water Facilities Funding Florida Department of Environmental Protection 2600 Blair Stone Road, MS 3505 Tallahassee, Florida 32399 -2400 Joe Aita, Audit Director Office of the Inspector General Florida Department of Environmental Protection 3900 Commonwealth Boulevard, MS41 Tallahassee, Florida 32399 -3123 (ii) The Federal Audit Clearinghouse designated in OMB Circular A -133, as revised (the number of copies required by Sections .320 (d)(1) and (2), OMB Circular A -133, as revised, should be submitted to the Federal Audit Clearinghouse), at the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 10`h Street Jeffersonville, IN 47132 (iii) Other Federal agencies and pass - through entities in accordance with Sections .320(e) and (f), OMB Circular A -133, as revised. (b) Pursuant to Section .320(f), OMB Circular A -133, as revised, the Project Sponsor shall submit a copy of the reporting package described in Section .320(c), OMB Circular A -133, as revised, and any management letters issued by the auditor, to the Department at the two addresses listed under Subsection 2.03(3)(a) of this Agreement. (c) Any reports, management letters, or other information required to be submitted to the Department pursuant to this Agreement shall be submitted timely in accordance with OMB Circular A- 133, Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General, as applicable. (d) Project Sponsors, when submitting financial reporting packages to the Department for audits done in accordance with OMB Circular A -133, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the Project Sponsor in correspondence accompanying the reporting package. (4) Project - Specific Audit. Within 12 months after the amendment establishing final Project costs, the Project Sponsor 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 Project Sponsor 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 -552, Florida Administrative Code. A final determination of whether such costs are allowed shall be made by the Department. (5) Record Retention. The Project Sponsor shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of three 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 Project Sponsor 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 three years from the date the audit report is issued, unless extended in writing by the Department. (6) Monitoring. In addition to reviews of audits conducted in accordance with OMB Circular A -133, as revised (see audit requirements above), monitoring procedures may include, but not be limited to, on -site visits by Department staff, limited scope audits as defined by OMB Circular A -133, as revised, and/or other procedures. By entering into this Agreement, the Project Sponsor agrees to comply and cooperate with any monitoring procedures /processes deemed appropriate by the Department. In the event the Department determines that a limited scope audit of the Project Sponsor is appropriate, the Project Sponsor agrees to comply with any additional instructions provided by the Department to the Project Sponsor regarding such audit. The Project Sponsor 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 Project Sponsor shall establish a Loan Debt Service Account with a Depository and begin making Monthly Loan Deposits no later than the date set forth for such action in Section 10.07 of this Agreement. Beginning six months prior to each Semiannual Loan Payment, the Project Sponsor shall make six Monthly Loan Deposits. The first five deposits each shall be at least equal to one -sixth of the Semiannual Loan Payment. The sixth Monthly Loan Deposit shall be at least equal to the amount required to make the total on deposit in the Loan Debt Service Account equal to the Semiannual Loan Payment amount, taking into consideration investment earnings credited to the account pursuant to Section 3.02. Any month in which the Project Sponsor fails to make a required Monthly Loan Deposit, the Project Sponsor's chief financial officer shall notify the Department of such failure. In addition, the Project Sponsor agrees to budget, by amendment if necessary, payment to the Department from other legally available non -ad valorem funds all sums becoming due before the same become delinquent. This requirement shall not be construed to give superiority to the Department's claim on any revenues over prior claims of general creditors of the Project Sponsor, nor shall it be construed to give the Department the power to require the Project Sponsor to levy and collect any revenues other than Pledged Revenues. 3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS. Moneys on deposit in the Loan Debt Service Account shall be invested pursuant to the laws of the State of Florida. Such moneys may be pooled for investment purposes. The maturity or redemption date of investments shall be not later than the date upon which such moneys may be needed to make Semiannual Loan Payments. The investment earnings shall be credited to the Loan Debt Service Account and applied toward the Monthly Loan Deposit requirements. 3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS. The withdrawal of moneys from the Loan Debt Service Account shall be for the sole purpose of making the Semiannual Loan Payment or for discharging the Project Sponsor's obligations pursuant to Section 8.01. 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor to oversee construction. 4.05. PROHIBITION AGAINST ENCUMBRANCES. The Project Sponsor is prohibited from selling, leasing, or disposing of any part of the Water or Sewer System which would materially reduce operational integrity or Gross Revenues so long as this Agreement, including any amendments thereto, is in effect unless the written consent of the Department is first secured. 4.06. COMPLETION MONEYS. In addition to the proceeds of this Loan, the Project Sponsor 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 Project Sponsor'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 Project Sponsor for engineering and administrative allowances, and reimbursement of the incurred construction costs and related services. Disbursement of the allowances shall be made upon the Department's receipt of a disbursement request form. 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 Project Sponsor 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 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 WATER AND SEWER SYSTEMS 5.01. RATE COVERAGE. The Project Sponsor shall maintain rates and charges for the services furnished by the Water and Sewer Systems which together with Development Fees, will be sufficient to provide, in each Fiscal Year, Pledged Revenues equal to or exceeding 1.15 times the sum of the Semiannual Loan Payments due in such Fiscal Year. In addition, the Project Sponsor shall satisfy the coverage requirements of all senior and parity debt obligations. 5.02. NO FREE SERVICE. The Project Sponsor shall not permit connections to, or furnish any services afforded by, the Water or Sewer System without making a charge therefor based on the Project Sponsor's uniform schedule of rates, fees, and charges. 5.03. MANDATORY CONNECTIONS. The Project Sponsor shall adopt, as necessary, and enforce requirements, consistent with applicable laws, for the owner, tenant or occupant of each building located on a lot or parcel of land which is served, or may reasonably be served, by the Sewer System to connect such building to the Sewer System. 5.04. NO COMPETING SERVICE. The Project Sponsor shall not allow any person to provide any services which would compete with the Water or Sewer System so as to adversely affect Gross Revenues. 5.05. MAINTENANCE OF THE WATER AND SEWER SYSTEMS. The Project Sponsor shall operate and maintain the Water and Sewer Systems in a proper, sound and economical manner and shall make all necessary repairs, renewals and replacements. 10 5.06. ADDITIONS AND MODIFICATIONS. The Project Sponsor may make any additions, modifications or improvements to the Water and Sewer Systems which it deems desirable and which do not materially reduce the operational integrity of any part of the Water or Sewer System. All such renewals, replacements, additions, modifications and improvements shall become part of the Water and Sewer Systems. 5.07. COLLECTION OF REVENUES. The Project Sponsor shall use its best efforts to collect all rates, fees and other charges due to it. The Project Sponsor shall establish liens on premises served by the Water or Sewer System for the amount of all delinquent rates, fees and other charges where such action is permitted by law. The Project Sponsor shall, to the full extent permitted by law, cause to discontinue the services of the Water and Sewer Systems and use its best efforts to shut off water service furnished to persons who are delinquent beyond customary grace periods in the payment of Water and Sewer System rates, fees and other charges. 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 Project Sponsor by the Department. (3) Any warranty, representation or other statement by, or on behalf of, the Project Sponsor contained in this Agreement or in any information furnished in compliance with, or in reference to, this Agreement, which is false or misleading. (4) An order or decree entered, with the acquiescence of the Project Sponsor, appointing a receiver of any part of the Water or Sewer System or Gross Revenues thereof; or if such order or decree, having been entered without the consent or acquiescence of the Project Sponsor, shall not be vacated or discharged or stayed on appeal within 60 days after the entry thereof. (5) Any proceeding instituted, with the acquiescence of the Project Sponsor, for the purpose of effecting a composition between the Project Sponsor and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are payable from Gross Revenues of the Water or Sewer System. (6) Any bankruptcy, insolvency or other similar proceeding instituted by, or against, the Project Sponsor under federal or state bankruptcy or insolvency law now or hereafter in effect and, if instituted against the Project Sponsor, is not dismissed within 60 days after filing. (7) Failure of the Project Sponsor to give immediate written notice of default to the Department and such failure shall continue for a period of 30 days. 11 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 to establish rates and collect fees and charges for use of the Water and Sewer Systems, and to require the Project Sponsor to fulfill this Agreement. (2) By action or suit in equity, require the Project Sponsor to account for all moneys received from the Department or from the ownership of the Water and Sewer Systems and to account for the receipt, use, application, or disposition of the Pledged Revenues. (3) By action or suit inequity, enjoin any acts or things which maybe 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 Water and Sewer Systems, establish and collect fees and charges, and apply the 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 six percent, expressed as an annual interest rate, penalty of the amount due to the Department from any unobligated funds due to the Project Sponsor under any revenue or tax sharing fund established by the State, except as otherwise provided by the State Constitution. 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 interest rate on the unpaid principal of the Loan to as much as 1.667 times the Loan interest 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. 12 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, 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 Project Sponsor may issue additional debt obligations on a parity with, or senior to, the lien of the Department on the Pledged Revenues provided the Department's written consent is obtained. Such consent shall be granted if the Project Sponsor demonstrates at the time of such issuance that the Pledged Revenues, which may take into account reasonable projections of growth of the Water and Sewer Systems and revenue increases, plus revenues to be pledged to the additional proposed debt obligations will, during the period of time Semiannual Loan Payments are to be made under this Agreement, equal or exceed 1.15 times the annual combined debt service requirements of this Agreement and the obligations proposed to be issued by the Project Sponsor and will satisfy the coverage requirements of all other debt obligations secured by the Pledged Revenues. However, no such consent is required with respect to issuance of Senior Revenue Obligations as defined in Section 1.01. ARTICLE VIII - GENERAL PROVISIONS 8.01. DISCHARGE OF OBLIGATIONS. All payments required to be made under this Agreement shall be cumulative and any deficiencies in any Fiscal Year shall be added to the payments due in the succeeding year and all years thereafter until fully paid. Payments shall continue to be secured by this Agreement until all of the payments required shall be fully paid to the Department. If at any time the Project Sponsor shall have paid, or shall have made provision for the timely payment of, the entire principal amount of the Loan and interest, the pledge of, and lien on, the Pledged Revenues to the Department shall be no longer in effect. Deposit of sufficient cash, securities, or investments, authorized by law from time to time, may be made to effect defeasance of this Loan. However, the deposit shall be made in irrevocable trust with a banking institution or trust company for the sole benefit of the Department. There shall be no penalty imposed by the Department for early retirement of this Loan. 8.02. PROJECT RECORDS AND STATEMENTS. Books, records, reports, engineering documents, contract documents, and papers shall be available to the authorized representatives of the Department and the U.S. Environmental Protection Agency's Inspector General for inspection at any reasonable time after the Project Sponsor has received a 13 I disbursement and until three 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 Project Sponsor shall provide access to Project sites and administrative offices to authorized representatives of the Department at any reasonable time. The Project Sponsor 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 Project Sponsor. The Project Sponsor shall not assign rights created by this Agreement without the written consent of the Department. 8.05. AMENDMENT OF AGREEMENT. This Agreement may be amended 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 shall be completed after the Department's final inspection of the Project records. 8.06. ANNULMENT OF AGREEMENT, The Department may unilaterally annul this Agreement if the Project Sponsor has not drawn any of the Loan proceeds by the date set in Section 10.07 for establishing the Loan Debt Service Account. If the Department unilaterally annuls this Agreement, the Department will provide written notification to the Project Sponsor. 8.07. SEVERABILITY CLAUSE. If any provision of this Agreement shall be held invalid or unenforceable, the remaining provisions shall be construed and enforced as if such invalid or unenforceable provision had not been contained herein. ARTICLE IX - CONSTRUCTION CONTRACTS AND D;SURAINCE 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). 14 (3) Certification of compliance with the conditions of the Department's approval of competitively or non - competitively negotiated procurement, if applicable. (4) Certification by the Authorized Representative that affirmative steps were taken to encourage Minority and Women's Business Enterprises participation in Project construction. (5) Current certifications for Minority and Women's Business Enterprises participating in the contract. If the goals as stated in the plans and specifications are not met, documentation of actions taken shall be submitted. 9.02. SUBMITTAL OF CONSTRUCTION CONTRACT DOCUMENTS. After the Department's authorization to award construction contracts has been received, the Project Sponsor shall submit: (1) Contractor insurance certifications, (2) Certified copy of the Project Sponsor's tentative award resolution. (3) Notices to proceed with construction. 9.03. INSURANCE REQUIRED. The Project Sponsor shall cause the Project, as each part thereof is certified by the engineer responsible for overseeing construction as completed, and the Water and Sewer Systems (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. 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 Project Sponsor 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 $8,048,000 which consists of $8,000,000 to be disbursed to the Project Sponsor and 548,000 of Capitalized Interest. Capitalized interest is not disbursed to the Project Sponsor, but is amortized via periodic loan repayments to the Department as if it were actually disbursed. Capitalized interest is computed at the interest rate, or rates, set for the Loan. It accrues and is compounded annually from the time when disbursements are made until six months before the first Semiannual Loan Payment is due. Capitalized Interest is estimated prior to establishing the schedule of actual disbursements. 15 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 -552 of the Florida Administrative Code. 10.02. LOAN SERVICE FEE. The Loan Service Fee is $160,000 for the Loan amount authorized to date. The fee represents two percent of the Loan amount excluding Capitalized Interest; that is, two percent of $8,000,000. An additional Loan Service Fee amount will be assessed for any additional funding provided by amendment to this Agreement. The fee shall be adjusted downward if adjustment of Project costs results in a Loan decrease, provided that the decrease amendment is executed before the first Semiannual Loan Payment due date. Interest shall accrue on the Loan Service Fee at the rate, or rates, set for the Loan until the fee is paid. Loan Service Fee interest shall be compounded annually from the effective date of the Loan until six months before the first Semiannual Loan Payment is due at which time it is capitalized. The estimated Loan Service Fee capitalized interest is $1,920. 10.03. INTEREST RATE. The rate of interest on the unpaid principal of the Loan amount specified in Section 10.01 is 2.64 percent per annum; however, if this Agreement is not executed by the Project Sponsor and returned to the Department before October 1, 2007, the interest rate may be adjusted. A separate interest rate shall be established for any additional funds provided by amendment to this Agreement. 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 Loan Service Fee and Loan Service Fee capitalized interest and the principle of level debt service. The Department will deduct the Loan Service Fee and all associated interest from the first two payments. 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 and actual dates and amounts of disbursements, taking into consideration any previous payments. Actual Project casts shall be established after the Department's inspection of the completed Project and associated records. Each Semiannual Loan Payment shall be in the amount of 5265,501 until the payment amount is adjusted by amendment. The interest portion of each Semiannual Loan Payment shall be computed on the unpaid balance of the principal amount of the Loan, including Capitalized Interest. Interest also shall be computed on the unpaid balance of the Loan Service Fee and Loan Sen ice Fee capitalized interest. Interest 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, 2008 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. 16 The Semiannual Loan Payment amount is based on the total amount owed of $8,209,920, which consists of the Loan principal plus the Loan Service Fee with its capitalized interest. 10.06. PROJECT COSTS. The Project Sponsor 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 Project Sponsor 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 costs after its final inspection of the Project records. Changes in Project costs may also occur as a result of the Project Sponsor's Project audit or a Department audit. The Project Sponsor agrees to the following estimates of Project costs: PROJECT COSTS 10.07. SCHEDULE. The Project Sponsor agrees by execution hereof: (1) Completion of Project construction is scheduled for February 15, 2008. (2) The Loan Debt Service Account shall be established and Monthly Loan Deposits shall begin no later than February 15, 2008. (3) The initial annual certification required under Subsection 2.01(9) of this Agreement shall be due May 15, 2008. 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 $265,501 shall be due August 15, 2008. 10.08. SPECIAL CONDITION. As of the date of this Agreement, the Department has not received its fiscal year 2006 -2007 federal capitalization grant award. In order to prevent the loss of authority to issue your SRF Agreement, the funds must be under contract before January 31, 2008. However, no disbursements may be made for this award until the state's allocation from EPA has been received. The Department will notify the Local Government when funding is available. 17 AUTHORIZED LOAN CATEGORY COST($) AMOUNT($) TO DATE Administrative Allowance 152,447 Line items Engineering Allowance 1,524,474 may vary Construction and Demolition 24,198,000 based on Contingencies 1,209,900 actual Technical Services After Bid Opening 3,656,000 disbursements SUBTOTAL(Disbursable Amount) 30,740,821 8,000,000 Capitalized Interest 48,000 48,000 TOTAL (Loan Principal Amount) 30,788,821 8,048,000 10.07. SCHEDULE. The Project Sponsor agrees by execution hereof: (1) Completion of Project construction is scheduled for February 15, 2008. (2) The Loan Debt Service Account shall be established and Monthly Loan Deposits shall begin no later than February 15, 2008. (3) The initial annual certification required under Subsection 2.01(9) of this Agreement shall be due May 15, 2008. 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 $265,501 shall be due August 15, 2008. 10.08. SPECIAL CONDITION. As of the date of this Agreement, the Department has not received its fiscal year 2006 -2007 federal capitalization grant award. In order to prevent the loss of authority to issue your SRF Agreement, the funds must be under contract before January 31, 2008. However, no disbursements may be made for this award until the state's allocation from EPA has been received. The Department will notify the Local Government when funding is available. 17 ARTICLE XI - EXECUTION OF AGREEMENT This Loan Agreement DWI 111 030 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 Deputy Director and the Project Sponsor has caused this Agreement to be executed on its behalf by its Authorized Representative and by its affixed seal. The effective date of this Agreement shall be as set forth below by the Deputy Director. ATTEM , ; DWI...... $. s i 1 c tine on I y t. -. ,, STATE OF FLORIDA COUNTY OF COLLIER for WEW., �� %ter I attest to the opinion expressed in Section 2.03, entitled Legal Authorization, and as to form and correctness. „r—p County Attorney Sworn toubscribed before me this day of �� ,^ 2007, by ( y„_ iz,. ��, ��?: L , who �is personally known to me / [] provided the following identification: 4v. P�, Kathryn M. Neli t ° es Septemb2er 29, 2008 OF Bad•d Troy �N• • u�eu+•oe, Yia 004711�TO�i for STATE OF FLORIDA DEPARNT OF Eti'VIltOivllE;vTAL PROTECTION AUG i T Z007 Deputy Director Date Division of Water Resource Management 18 DRINKING WATER STATE REVOLVItNG FUND AMENDMENT i TO LOAN AGREEMENT DWI I11 030 COLLIER COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project Sponsor) existing as a local government agency under the laws of the State of Florida. WITNESSETH: WHEREAS, the Department and the Project Sponsor entered into a Drinking, Water State Revolving Fund Loan Agreement, Number DWI 11 1 030, authorizing a Loan amount of $8,000,000, excluding Capitalized Interest; and WHEREAS, the Project Sponsor is entitled to additional financing of $3,200,000, excluding Capitalized Interest; and WHEREAS, an interest rate must be established for the additional financing amount awarded in this amendment; and WHEREAS, a Loan Service Fee must be assessed for the additional financing; and WHEREAS, the Semiannual Loan Payment amount needs revision to reflect adjustment in the Loan amount; and WHEREAS, the Project costs need adjustment to reflect revised estimates; and WHEREAS, revised provisions for audit and monitoring are needed. NOW, THEREFORE, the parties hereto agree as follows: 1, Subsections 2.03(1), (2)(d), and (3)(a)(i) are deleted and replaced as follows: (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this Agreement Consist of the Following: Federal State Program Federal CFDA Funding Appropriation Number Agency Number CFDA Title Amount Category FS984522 -080 EPA 66.468 Capitalization Grants ror Drinking $11,200,000 140129 Water State Revolving Fund (2) Audits. (d) The Project Sponsor may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via the internet at httR: / /N«vw.cfda.gov /. (3) Report Submission. (a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the Project Sponsor directly to each of the following: (i) The Department at each of the following addresses: Robert E. Holmden, P.E., Chief Bureau of Water Facilities Funding Florida Department of Environmental Protection 2600 Blair Stone Road, MS 3505 Tallahassee, Florida 32399 -2400 Joe Aita, Audit Director Office of the Inspector General Florida Department of Environmental Protection 3900 Commonwealth Boulevard, MS 41 Tallahassee, Florida 32399-3123 2. Additional financing in the amount of $3,200,000, excluding Capitalized Interest, is hereby awarded to the Project Sponsor. 3. An interest rate of 2.79 percent per annum is established for the additional financing amount awarded in this amendment; however, if this amendment is not executed by the Project Sponsor and returned to the Department before October 1, 2008, the interest rate may be adjusted. 4. The estimated principal amount of the Loan is hereby revised to $1 1,252,700, which consists of $11,200,000 authorized for disbursement to the Project Sponsor and $52,700 of Capitalized Interest. This total consists of the following: (a) Original Agreement of $8,052,700, including $8,000,000 authorized for disbursement to the Project Sponsor and $52,700 of Capitalized Interest, at an interest rate of 2.64 percent per annum; and (b) Amendment 1 of $3,200,000 authorized for disbursement to the Project Sponsor at an interest rate of 2.79 percent per annum. The estimated principal does not reflect payments received to date. 5. An additional Loan Service Fee in the amount of $64,000, for a total of $224,000, is hereby assessed. The fee represents two percent of the Loan amount excluding Capitalized Interest; that is, two percent of S 11,200,000. Estimated Loan Service Fee capitalized interest for the fee amount assessed to date is $2,110. 6. The Semiannual Loan Payment amount is hereby revised and shall be in the amount of 5372,685. Such payments shall be received by the Department on February 15, 2009 and semiannually thereafter on August 15 and February 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, after deduction of the Loan Service Pee is complete, toward repayment of the amounts owed on each incremental Loan amount at the date such payment is due. 7. The Project Sponsor and die Department acknowledge that the actual cost of the Project has not been determined. 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 Project Sponsor 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 Project Sponsor'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 tine item estimates. All disbursements shall be made from the original Loan amount until that amount has been disbursed; the interest 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 interest 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 COST(S) AMOUNT($) TO DATE Administrative Allowance 152,447 Line itents Engineering Allowance 1,52=4,474 may vary Construction and Demolition 24,19£,000 based on Contingencies 1,209,900 actual Technical Services After Bid Opening 3,656,000 r isbursemenrs SUBTOTAL, 30,740,821 11,200,000 Capitalized Interest 52,700 52,700 TOTAL (Loan Principal Amount) 30,793,521 11,252,700 8. Section 10.08 SPECIAL CONDITION is deleted and replaced as follows: As of the date ofthis agreement/amendment, the Department has not received its fiscal year 2007 -08 federal capitalization grant from EPA, This financial assistance award has been prepared in th.e amount authorized at the April 24, 2008 priority list management hearing. Disbursements are limited to $750,000 until the state's allocation from EPA has been received. The Department will notify you when the balance of the award is available. 9. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK This Amendment I to Loan Agreement DWI 111 030 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 WNERE01', the Department has caused this amendment to the loan Agreement to be executed on its behalf by the Deputy Director and the Project Sponsor 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 Deputy Director. for CO ER CO TV Chairman, Board of County Commissio rs Attd C�¢Y, .. I SEAL Ova diiti i w for I attest that this amendment complies with Section 2.02 of the Agreement and as to form and correctness. Q4,t ,County Atto ley STATE OF FLORIDA DEPARTMENT OF EiWIRONMENTAL PROTECTION SEP 1 a 2008 Deputy Director Date Division of Water Resource Management DRINKING WATER STATE REVOLVING FUND AMENDMENT 2 TO LOAN AGREEMENT DW1111030 COLLIER COUNTY This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project Sponsor) existing as a local government agency under the laws of the State of Florida. WI TNESSETH: WHEREAS, the Department and the Project Sponsor.entered into a Drinking Water State Revolving Fund Loan Agreement, Number DW1111030, as amended, authorizing a Loan amount of $11,200,000, excluding Capitalized Interest; and WHEREAS, the Project Sponsor is entitled to additional financing of $5,839,056, excluding Capitalized Interest; and WHEREAS, an interest rate must be established for the additional financing amount awarded in this amendment; and WHEREAS, a Loan Service Fee must be assessed for the additional financing; and WHEREAS, the Semiannual Loan Payment amount needs revision to reflect adjustment in the Loan amount; and WHEREAS, the Project costs need adjustment to reflect revised estimates; and WHEREAS, revised provisions for audit and monitoring are needed. NOW, THEREFORE, the parties hereto agree as follows: I. Section 2.03 of the Agreement, as amended, is deleted and replaced as follows: (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this Agreement Consist of the Following: Federal State Program Federal CFDA Funding Appropriation Number Agency Number CFDA Title Amount Category FS984522 -090 EPA 66.468 Capitalization Grants for $17,039,056 140129 Drinking Water State Revolving Fund d (2) Audits. (a) In the event that the Project Sponsor expends $500,000 or more in Federal awards in its fiscal year, the Project Sponsor must have a single or program- specific audit conducted in accordance with the provisions of OMB Circular A -133, as revised. Subsection 2.03(1) of this Agreement indicates that Federal funds are awarded through the Department by this Agreement. In determining the Federal awards expended in its fiscal year, the Project Sponsor shall consider all sources of Federal awards, including Federal resources received from the Department of Environmental Protection. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A -133, as revised. An audit of the Project Sponsor conducted by the Auditor General in accordance with the provisions of OMB Circular A -133, as revised, will meet the requirements of this part. (b) In connection with the audit requirements addressed in the preceding paragraph (a), the Project Sponsor shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A -133, as revised. (c) If the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A -133, as revised, is not required. The Project Sponsor shall inform the Department of findings and recommendations pertaining to the State Revolving Fund in audits conducted by the Project Sponsor in which the $500,000 threshold has not been. met. In the event that the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of OMB Circular A -133, as revised, the cost of the audit must be paid from non - Federal resources (i.e., the cost of such an audit must be paid from Project Sponsor resources obtained from other than Federal entities). (d) The Project Sponsor may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via the internet at www.cfda.gov /index ?cck=l &au = &ck =. (3) Report Submission. (a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the Project Sponsor directly to each of the following: (i) The Department at the following address: Joe Aita, Audit Director Office of the Inspector General Florida Department of Environmental Protection 3900 Commonwealth Boulevard, MS 41 Tallahassee, Florida 32399 -3123 (ii) The Federal Audit Clearinghouse designated in OMB Circular A -133, as revised (the number of copies required by Sections .320 (d) (1) and (2), OMB Circular A -133, as revised, should be submitted to the Federal Audit Clearinghouse), at the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 101h Street Jeffersonville, IN 47132 Submissions of the Single Audit reporting package for fiscal periods ending on or after January 1, 2008, must be submitted using the Federal Clearinghouse's Internet Data Entry System which can be found at http:/ /harvester.census.gov /fac/ (iii) Other Federal agencies and pass - through entities in accordance with Sections .320(e) and (f), OMB Circular A -133, as revised. (b) Pursuant to Section .320(f), OMB Circular A -133, as revised, the Project Sponsor shall submit a copy of the reporting package described in Section .320(c), OMB Circular A -133, as revised, and any management letters issued by the auditor, to the Department at the address listed under Subsection 2.03(3) (a) of this Agreement. (c) Any reports, management letters, or other information required to be submitted to the Department pursuant to this Agreement shall be submitted timely in accordance with OMB Circular A -133, Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.550 (nonprofit and for - profit organizations), Rules of the Auditor General, as applicable. (d) Project Sponsors, when submitting financial reporting packages to the Department for audits done in accordance with OMB Circular A -133, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the Project Sponsor in correspondence accompanying the reporting package. (4) Project - Specific Audit, Within 12 months after the amendment establishing final Project costs, the Project Sponsor 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor 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. 5. The estimated principal amount of the Loan is hereby revised to $17,232,029, which consists of $17,039,056 authorized for disbursement to the Project Sponsor and $192,973 of Capitalized Interest. This total consists of the following: (a) Original Agreement of $8,192,973, including $8,000,000 authorized for disbursement to the Project Sponsor and $192,973 of Capitalized Interest, at an interest rate of 2.64 percent per annum; and (b) Amendment 1 of $3,200,000 authorized for disbursement to the Project Sponsor at an interest rate of 2.79 percent per annum; and (c) Amendment 2 of $5,839,056 authorized for disbursement to the Project Sponsor at an interest rate of 2.71 percent per annum The estimated principal does not reflect payments received to date. 6. An additional Loan Service Fee in the amount of $116,781, for a total of $340,781, is hereby assessed. The fee represents two percent of the Loan amount excluding Capitalized Interest; that is, two percent of $17,039,056. Estimated Loan Service Fee capitalized interest for the fee amount assessed to date is $4,212 7. The Semiannual Loan Payment amount, adjusted to account for repayments received to date, is hereby revised and shall be in the amount of $571,145. Such payments shall be received by the Department on February 15, 2010 and semiannually thereafter on August 15 and February 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, after deduction of the Loan Service Fee is complete, toward repayment of the amounts owed on each incremental Loan amount at the date such payment is due. 8. The Project Sponsor and the Department acknowledge that the actual cost of the Project has not been determined. 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 Project Sponsor 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 Project Sponsor'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 interest 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 interest 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 The estimated Project costs are revised as follows: All other terms and provisions of the Loan Agreement shall remain in effect REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 6 AUTHORIZED LOAN CATEGORY COST($) AMOUNT($) TO DATE Administrative Allowance 163,834 Line items Engineering Allowance 1,638,342 may vary Construction and Demolition 26,005,428 based on Contingencies 1,300,271 actual Technical Services After Bid Opening 3,656,000 disbursements SUBTOTAL 32,763,875 17,039,056 Capitalized Interest 192,973 192,973 TOTAL (Loan Principal Amount) 32,956,848 17,232,029 All other terms and provisions of the Loan Agreement shall remain in effect REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 6 I This Amendment 2 to Loan Agreement DW1111030 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 amendment to the Loan Agreement to be executed on its behalf by the Deputy Director and the Project Sponsor 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 Deputy Director. for ATTEST ` DW T'�: ROC k COLJ.IER COUNTY I, y' t is i .4• row. s i 1 Chairman, B6ard of Coun Commissioners Approved as to form & legal Sufficiency I attest that this amendment complies with ��- Section 2.02 of the Agreement. Assistant County Attorney �-� , 0 _ _ y County Attorney STATE OF FLORIDA COUNTY OF COLLIER aolD Sworn to and bscnbed before me this day of 2969; by who g is personally known to rAe / ❑ provided the -followini 44A2,- MrCOMMOMro SM4 sawEZ ;2A 2013 for STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION /.// 'JAN 19 2910 Deputy Director Date Division of Water Resource Management Attachment included as part of this Agreement: Attachment A - Certification of Ap-plicabilft to Single Audit Act Reporting 7 ATTACHMENT A CERTIFICATION OF APPLICABILITY TO SINGLE AUDIT ACT REPORTING Local Government's Name: Local Governments Fiscal Year Period: FROM: TO: Total State Financial Assistance Expended during Local Government's most recently completed Fiscal Year: $ Total Federal Financial Assistance Expended during Local Government's most recently completed Fiscal Year: $ Please identify grants to be included in the Single Audit that are provided by the Department of Environmental Protection CSFA #CFDA# DEP LOAN AGREEMENT NUMBER CERTIFICATION STATEMENT: I hereby certify that the above information is correct: Name Title DEP Project Agreement No. DWI 1 11 030, Attachment A, Page 1 of 1 Date STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION AND COLLIER COUNTY, FLORIDA DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT DW1111 040 Florida Department of Environmental Protection Bureau of Water Facilities Funding • Bob Martinez Center 2600 Blair Stone Road, MS 3505 Tallahassee, Florida 32399 -2400 DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT CONTENTS PAGE ARTICLE I - DEFINITIONS 1 1.01. WORDS AND TERMS. 1 1.02. CORRELATIVE WORDS. 3 ARTICLE II - WARRANTIES, REPRESENTATIONS AND COVENANTS 3 2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS. 3 2.02. LEGAL AUTHORIZATION. 5 2.03. AUDIT AND MONITORING REQUIREMENTS. 5 ARTICLE III - LOAN REPAYMENT ACCOUNT 7 3.01. LOAN DEBT SERVICE ACCOUNT. 7 3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS. 8 3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS. 8 3.04. ASSETS HELD IN TRUST. 8 ARTICLE IV - PROJECT INFORMATION 8 4.01. PROJECT CHANGES. 8 4.02. TITLE TO PROJECT SITE. 8 4.03. PERMITS AND APPROVALS. 9 4.04. ENGINEERING SERVICES. 9 4.05. PROHIBITION AGAINST ENCUMBRANCES. 9 4.06. COMPLETION MONEYS. 9 4.07. CLOSE -OUT. 9 4.08. LOAN DISBURSEMENTS. 9 ARTICLE V - RATES AND USE OF THE WATER AND SEWER SYSTEMS 10 5.01. RATE COVERAGE. 10 5.02. NO FREE SERVICE. 10 5.03. MANDATORY CONNECTIONS. 10 5.04. NO COMPETING SERVICE. 10 5.05. MAINTENANCE OF THE WATER AND SEWER SYSTEMS. 10 5.06. ADDITIONS AND MODIFICATIONS. 11 5.07. COLLECTION OF REVENUES. 11 ARTICLE VI - DEFAULTS AND REMEDIES 11 6.01. EVENTS OF DEFAULT. 11 6.02. REMEDIES. 12 6.03. DELAY AND WAIVER. 12 ARTICLE VII - THE PLEDGED REVENUES 13 7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT. 13 7.02. ADDITIONAL DEBT OBLIGATIONS. 13 ARTICLE VIII - GENERAL PROVISIONS 13 8.01. DISCHARGE OF OBLIGATIONS. 13 8.02. PROJECT RECORDS AND STATEMENTS. 13 DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT ,- CONTENTS PAGE 8.03. ACCESS TO PROJECT SITE. 14 8.04. ASSIGNMENT OF RIGHTS UNDER AGREEMENT. 14 8.05. AMENDMENT OF AGREEMENT. 14 8.06. ANNULMENT OF AGREEMENT. 14 8.07. SEVERABILITY CLAUSE. 14 ARTICLE IX - CONSTRUCTION CONTRACTS AND INSURANCE 14 9.01. AUTHORIZATION TO AWARD CONSTRUCTION CONTRACTS. 14 9.02. SUBMITTAL OF CONSTRUCTION CONTRACT DOCUMENTS. 15 9.03. INSURANCE REQUIRED. 15 ARTICLE X - DETAILS OF FINANCING 15 10.01. PRINCIPAL AMOUNT OF LOAN. 15 10.02. LOAN SERVICE FEE. 16 10.03. INTEREST RATE. 16 10.04. LOAN TERM. 16 10.05. REPAYMENT SCHEDULE. 16 10.06. PROJECT COSTS. 17 10.07. SCHEDULE. 17 10.08. SPECIAL CONDITION. 17 ARTICLE XI - EXECUTION OF AGREEMENT 18 ii DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT DW1111040 THIS AGREEMENT is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project Sponsor) existing as a local governmental agency under the laws of the State of Florida. WITNESSETH: WHEREAS, pursuant to Section 403.8532, Florida Statutes, the Department is authorized to make loans to finance or refinance the construction of public water systems, the planning and design of which have been reviewed by the Department; and WHEREAS, the Project Sponsor has made application for the financing of the 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 Project Sponsor, 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 Project Sponsor authorized by ordinance or resolution to sign documents associated with the Loan. (3) "Capitalized Interest" shall mean the interest accruing on Loan proceeds from the time of disbursement until six months before the first Semiannual Loan Payment is due. Capitalized Interest is financed as part of the Loan principal. (4) "Depository" shall mean a bank or trust company, having a combined capital and unimpaired surplus of not less than $50 million, authorized to transact commercial banking or savings and loan business in the State of Florida and insured by the Federal Deposit Insurance Corporation. (5) "Development Fees" shall mean the charges imposed by the Local Government on persons connecting to the System, or reserving capacity in the System, which represent a pro rata share of the costs of the System which are attributable to the increased demand such additional connections create upon the System. Development Fees shall not include Connection Fees. (6) Gross Revenues" shall mean all income or earnings received by the Project Sponsor from the ownership or operation of its Water and Sewer Systems, including investment income, all as calculated in accordance with generally accepted accounting principles. Gross Revenues shall not include proceeds from the sale or other disposition of any part of the Water or Sewer System, condemnation awards or proceeds of insurance, except use and occupancy or business interruption insurance, received with respect to the Water or Sewer System. (7) "Loan" shall mean the amount of money to be loaned pursuant to this Agreement and subsequent amendments. (8) "Loan Application" shall mean the completed form which provides all information required to support obtaining construction loan financial assistance. (9) "Loan Debt Service Account" shall mean an account, or a separately identified component of a pooled cash or liquid account, with a Depository established by the Project Sponsor for the purpose of accumulating Monthly Loan Deposits and making Semiannual Loan Payments. (10) "Loan Service Fee" shall mean an origination fee which shall be paid to the Department by the Project Sponsor. (11) "Monthly Loan Deposit" shall mean the monthly deposit to be made by the Project Sponsor to the Loan Debt Service Account. (12) "Operation and Maintenance Expense" shall mean the costs of operating and maintaining the Water and Sewer Systems determined pursuant to generally accepted accounting principles, exclusive of interest on any debt payable from Gross Revenues, depreciation, and any other items not requiring the expenditure of cash. (13) "Pledged Revenues" shall mean the specific revenues pledged as security for repayment of the Loan and shall be the Development Fees and Gross Revenues derived yearly from the operation of the Water and Sewer Systems after payment of the Operation and Maintenance Expense and the satisfaction of all yearly payment obligations on account of the Senior Revenue Obligations and any senior obligations issued pursuant to Section 7.02 of this Agreement. (14) "Project" shall mean the works financed by this Loan and shall consist of furnishing all labor, materials, and equipment to construct the water supply project in accordance with the plans and specifications accepted by the Department for the "SCRWTP Wellfield Expansion "contract. The Project is in agreement with the "Collier County Potable Water Wells Facilities Plan" and related planning documentation, effective November 3, 2005. Approval of this Project is provided by the Florida Finding of No Significant Impact dated June 9, 2006. The Project is an Equivalency Project as defined in Chapter 62 -552, Florida Administrative Code. (15) "Semiannual Loan Payment' shall mean the payment due from the Project Sponsor to the Department at six -month intervals. (16) "Senior Revenue Obligations" shall mean the following debt obligations: (a) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds, Series 1999A, issued in the amount of $6,605,000, pursuant to Resolution No. CWS -85 -5, as restated, amended and supplemented, in particular as supplemented by Resolution No. CWS -98-4; and (b) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds, Series 1999B, issued in the amount of $22,855,000, pursuant to Resolution No. CWS -85 -5, as restated, amended, and supplemented, in particular as supplemented by Resolution No. CWS -98 -4; and (c) Collier County Water -Sewer District, Florida, Taxable Water and Sewer Refunding Revenue Bonds, Series 2003A, issued in the amount of $13,720,000, pursuant to Resolution No. CWS -85 -5, as restated, amended, and supplemented, in particular as supplemented by Resolution No. CWS- 2003 -01; and (d) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds, Series 200313, issued in the amount of $33,630,000, pursuant to Resolution No. CWS -85 -5, as restated, amended, and supplemented, in particular as supplemented by Resolution No. CWS- 2003 -01; and (e) Collier County Water -Sewer District, Florida, Water and Sewer Revenue Bonds, Series 2006, issued in the amount of $110,165,000, pursuant to Resolution No. CWS -85 -5, as restated, amended, and supplemented, in particular as supplemented by Resolution No. CWS -06 -297, and in particular as amended by Resolution No. CWS -06 -298; and (f) Additional bonds issued on a parity with the bonds identified above pursuant to the provisions of Resolution No. CWS -85 -5, as restated, amended, and supplemented; and (g) 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) "Sewer System" shall mean all facilities owned by the Project Sponsor for collection, transmission, treatment and reuse of wastewater and its residuals. (18) "System" shall mean the Water and Sewer System serving in certain unincorporated areas of the County. (19) "Water System" shall mean all facilities owned by the Project Sponsor for supplying and distributing water for residential, commercial, industrial, and governmental use. 1.02. CORRELATIVE WORDS. Words of the masculine gender shall be understood to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural and the word "person" shall include corporations and associations, including public bodies, as well as natural persons. ARTICLE II - WARRANTIES, REPRESENTATIONS AND COVENANTS 2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS. The Project Sponsor warrants, represents and covenants that: (1) The Project Sponsor has full power and authority to enter into this Agreement and to comply with the provisions hereof. (2) The Project Sponsor currently is not the subject of bankruptcy, insolvency, or reorganization proceedings and is not in default of, or otherwise subject to, any agreement or any law, administrative regulation, judgment, decree, note, resolution, charter or ordinance which would currently restrain or enjoin it from entering into, or complying with, this Agreement. (3) There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or, to the best of the Project Sponsor's knowledge, threatened, which seeks to restrain or enjoin the Project Sponsor from entering into or complying with this Agreement. (4) 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 Project Sponsor knows of no reason why any future required permits or approvals are not obtainable. (5) The Project Sponsor shall undertake the Project on its own responsibility, to the extent permitted by law. (6) To the extent permitted by law, the Project Sponsor shall release and hold harmless the State, its officers, members, and employees from any claim arising in connection with the Project Sponsor's actions or omissions in its planning, engineering, administrative, and construction activities financed by this Loan or its operation of the Project. (7) All Project Sponsor representations to the Department, pursuant to the Loan Application and Agreement, were true and accurate as of the date such representations were made. The financial information delivered by the Project Sponsor to the Department was current and convect as of the date such information was delivered. The Project Sponsor shall comply with Chapter 62 -552, Florida Administrative Code, and all applicable State and Federal laws, rules, and regulations which are identified in the Loan Application or Agreement. Minority and Women's Business Enterprise goals as stated in the plans and specifications apply to this Project. To the extent that any assurance, representation, or covenant requires a future action, the Project Sponsor shall take such action as is necessary for compliance. (8) The Project Sponsor shall maintain records using generally accepted accounting principles established by the Governmental Accounting Standards Board. As part of its bookkeeping system, the Project Sponsor shall keep accounts of the Water and Sewer Systems separate from all other accounts and it shall keep accurate records of all revenues, expenses, and expenditures relating to the Water and Sewer Systems, and of the Pledged Revenues, Loan disbursement receipts, and Loan Debt Service Account. (9) 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 Project Sponsor'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 the rate coverage requirement; (b) the Loan Debt Service Account contains the funds required; and (c) insurance in effect for the facilities generating the Pledged Revenues adequately covers the customary risks to the extent that such insurance is available. (10) Pursuant to Section 216.347 of the Florida Statutes, the Project Sponsor shall not use the Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a State agency. (11) The Project Sponsor 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 Project Sponsor 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. (12) The Project Sponsor covenants that this Agreement is entered into for the purpose of constructing, refunding, or refinancing the Project which will in all events serve a public purpose. The Project Sponsor 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 Project Sponsor's legal counsel hereby expresses the opinion, subject to laws affecting the rights of creditors generally, that: (1) This Agreement has been duly authorized by the Project Sponsor and shall constitute a valid and legal obligation of the Project Sponsor enforceable in accordance with its terms upon execution by both parties; and (2) This Agreement specifies the revenues pledged for repayment of the Loan, and the pledge is valid and enforceable. 2.03. AUDIT AND MONITORING REQUIREMENTS. The Project Sponsor agrees to the following audit and monitoring requirements. (1) The financial assistance authorized pursuant to this Loan Agreement consists of the following: Federal Resources, Including State Match, Awarded to the Kecipient rursuant to tins tiyrcciucu� ��..�.�� • w� Followin : State Federal Program Federal CFDA P Funding Appropriation Number A enc Number CFDA Title Amount Category Capitalization Grants for Drinking $8,000,000 140129 FS984522 -060 EPA 66.468 water State Revolving Fund (2) Audits. (a) In the event that the Project Sponsor expends $500,000 or more in Federal awards in its fiscal year, the Project Sponsor must have a single or program- specific audit conducted in accordance with the provisions of OMB Circular A -133, as revised. Subsection 2.03(1) of this Agreement indicates that Federal funds are awarded through the Department by this Agreement. In determining the Federal awards expended in its fiscal year, the Project Sponsor shall consider all sources of Federal awards, including Federal resources received from the Department. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A -133, as revised. An audit of the Project Sponsor conducted by the Auditor General in accordance with the provisions of OMB Circular A -133, as revised, will meet the requirements of this part. (b) In connection with the audit requirements addressed in the preceding paragraph (a), the Project Sponsor shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A -133, as revised. (c) If the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A -133, as revised, is not required. In the event that the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of OMB Circular A -133, as revised, the cost of the audit must be paid from non - Federal resources (i.e., the cost of such an audit must be paid from Project Sponsor resources obtained from other than Federal entities). (d) The Project Sponsor may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via the internet at http: / /aMe.os.dhhs.gov /cfda. (3) Report Submission. (a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the Project Sponsor directly to each of the following: (i) The Department at each of the following addresses: Don W. Berryhill, P.E., Chief Bureau of Water Facilities Funding Florida Department of Environmental Protection 2600 Blair Stone Road, MS 3505 Tallahassee, Florida 32399 -2400 Joe Aita, Audit Director Office of the Inspector General Florida Department of Environmental Protection 3900 Commonwealth Boulevard, MS41 Tallahassee, Florida 32399 -3123 (ii) The Federal Audit Clearinghouse designated in OMB Circular A -133, as revised (the number of copies required by Sections .320 (d)(1) and (2), OMB Circular A -133, as revised, should be submitted to the Federal Audit Clearinghouse), at the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 10'h Street Jeffersonville, IN 47132 (iii) Other Federal agencies and pass - through entities in accordance with Sections .320(e) and (f), OMB Circular A -133, as revised. (b) Pursuant to Section .320(f), OMB Circular A -133, as revised, the Project Sponsor shall submit a copy of the reporting package described in Section .320(c), OMB Circular A -133, as revised, and any management letters issued by the auditor, to the Department at the two addresses listed under Subsection 2.03(3)(a) of this Agreement. (c) Any reports, management letters, or other information required to be submitted to the Department pursuant to this Agreement shall be submitted timely in accordance with OMB Circular A- 133, Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General, as applicable. (d) Project Sponsors, when submitting financial reporting packages to the Department for audits done in accordance with OMB Circular A -133, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the Project Sponsor in correspondence accompanying the reporting package. (4) Project - Specific Audit. Within 12 months after the amendment establishing final Project costs, the Project Sponsor 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 Project Sponsor 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 -552, Florida Administrative Code. A final determination of whether such costs are allowed shall be made by the Department. (5) Record Retention. The Project Sponsor shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of three 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 Project Sponsor 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 three years from the date the audit report is issued, unless extended in writing by the Department. (6) Monitoring. In addition to reviews of audits conducted in accordance with OMB Circular A -133, as revised (see audit requirements above), monitoring procedures may include, but not be limited to, on -site visits by Department staff, limited scope audits as defined by OMB Circular A -133, as revised, and/or other procedures. By entering into this Agreement, the Project Sponsor agrees to comply and cooperate with any monitoring procedures /processes deemed appropriate by the Department. In the event the Department determines that a limited scope audit of the Project Sponsor is appropriate, the Project Sponsor agrees to comply with any additional instructions provided by the Department to the Project Sponsor regarding such audit. The Project Sponsor 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 Project Sponsor shall establish a Loan Debt Service Account with a Depository and begin making Monthly Loan Deposits no later than the date set forth for such action in Section 10.07 of this Agreement. Beginning six months prior to each Semiannual Loan Payment, the Project Sponsor shall make six Monthly Loan Deposits. The first five deposits each shall be at least equal to one -sixth of the Semiannual Loan Payment. The sixth Monthly Loan Deposit shall be at least equal to the amount required to make the total on deposit in the Loan Debt Service Account equal to the Semiannual Loan Payment amount, taking into consideration investment earnings credited to the account pursuant to Section 3.02. Any month in which the Project Sponsor fails to make a required Monthly Loan Deposit, the Project Sponsor's chief financial officer shall notify the Department of such failure. In addition, the Project Sponsor agrees to budget, by amendment if necessary, payment to the Department from other legally available non -ad valorem funds all sums becoming due before the same become delinquent. This requirement shall not be construed to give superiority to the Department's claim on any revenues over prior claims of general creditors of the Project Sponsor, nor shall it be construed to give the Department the power to require the Project Sponsor to levy and collect any revenues other than Pledged Revenues. 3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS. Moneys on deposit in the Loan Debt Service Account shall be invested pursuant to the laws of the State of Florida. Such moneys may be pooled for investment purposes. The maturity or redemption date of investments shall be not later than the date upon which such moneys may be needed to make Semiannual Loan Payments. The investment earnings shall be credited to the Loan Debt Service Account and applied toward the Monthly Loan Deposit requirements. 3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS. The withdrawal of moneys from the Loan Debt Service Account shall be for the sole purpose of making the Semiannual Loan Payment or for discharging the Project Sponsor's obligations pursuant to Section 8.01. 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 CHANT GES. 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor 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 Project Sponsor to oversee construction. 4.05. PROHIBITION AGAINST ENCUMBRANCES. The Project Sponsor is prohibited from selling, leasing, or disposing of any part of the Water or Sewer System which would materially reduce operational integrity or Gross Revenues so long as this Agreement, including any amendments thereto, is in effect unless the written consent of the Department is first secured. 4.06. COMPLETION MONEYS. In addition to the proceeds of this Loan, the Project Sponsor 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 Project Sponsor'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 Project Sponsor for engineering and administrative allowances, and reimbursement of the incurred construction costs and related services. Disbursement of the allowances shall be made upon the Department's receipt of a disbursement request form. 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 fiends received to date have been applied toward completing the Project; and that under the terms and provisions of the contracts, the Project Sponsor 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 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 WATER AND SEWER SYSTEMS 5.01. RATE COVERAGE. The Project Sponsor shall maintain rates and charges for the services furnished by the Water and Sewer Systems which together with Development Fees, will be sufficient to provide, in each Fiscal Year, Pledged Revenues equal to or exceeding 1.15 times the sum of the Semiannual Loan Payments due in such Fiscal Year. In addition, the Project Sponsor shall satisfy the coverage requirements of all senior and parity debt obligations. 5.02. NO FREE SERVICE. The Project Sponsor shall not permit connections to, or furnish any services afforded by, the Water or Sewer System without making a charge therefor based on the Project Sponsor's uniform schedule of rates, fees, and charges. 5.03. MANDATORY CONNECTIONS. The Project Sponsor shall adopt, as necessary, and enforce requirements, consistent with applicable laws, for the owner, tenant or occupant of each building located on a lot or parcel of land which is served, or may reasonably be served, by the Sewer System to connect such building to the Sewer System- 5.04. NO COMPETING SERVICE. The Project Sponsor shall not allow any person to provide any services which would compete with the Water or Sewer System so as to adversely affect Gross Revenues. 5.05. MAINTENANCE OF THE WATER AND SEWER SYSTEMS. The Project Sponsor shall operate and maintain the Water and Sewer Systems in a proper, sound and economical manner and shall make all necessary repairs, renewals and replacements. 10 5.06. ADDITIONS AND MODIFICATIONS. The Project Sponsor may make any additions, modifications or improvements to the Water and Sewer Systems which it deems desirable and which do not materially reduce the operational integrity of any part of the Water or Sewer System. All such renewals, replacements, additions, modifications and improvements shall become part of the Water and Sewer Systems. 5.07. COLLECTION OF REVENUES. The Project Sponsor shall use its best efforts to collect all rates, fees and other charges due to it. The Project Sponsor shall establish liens on premises served by the Water or Sewer System for the amount of all delinquent rates, fees and other charges where such action is permitted by law. The Project Sponsor shall, to the full extent permitted by law, cause to discontinue the services of the Water and Sewer Systems and use its best efforts to shut off water service furnished to persons who are delinquent beyond customary grace periods in the payment of Water and Sewer System rates, fees and other charges. 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 Project Sponsor by the Department. (3) Any warranty, representation or other statement by, or on behalf of, the Project Sponsor contained in this Agreement or in any information furnished in compliance with, or in reference to, this Agreement, which is false or misleading. (4) An order 6r decree entered, with the acquiescence of the Project Sponsor, appointing a receiver of any part of the Water or Sewer System or Gross Revenues thereof; or if such order or decree, having been entered without the consent or acquiescence of the Project Sponsor, shall not be vacated or discharged or stayed on appeal within 60 days after the entry thereof. (5) Any proceeding instituted, with the acquiescence of the Project Sponsor, for the purpose of effecting a composition between the Project Sponsor and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are payable from Gross Revenues of the Water or Sewer System. (6) Any bankruptcy, insolvency or other similar proceeding instituted by, or against, the Project Sponsor under federal or state bankruptcy or insolvency law now or hereafter in effect and, if instituted against the Project Sponsor, is not dismissed within 60 days after filing. (7) Failure of the Project Sponsor to give immediate written notice of default to the Department and such failure shall continue for a period of 30 days. 11 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 to establish rates and collect fees and charges for use of the Water and Sewer Systems, and to require the Project Sponsor to fulfill this Agreement. (2) By action or suit in equity, require the Project Sponsor to account for all moneys received from the Department or from the ownership of the Water and Sewer Systems and to account for the receipt, use, application, or disposition of the Pledged Revenues. (3) By action or suit inequity, enjoin any acts or things which maybe 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 Water and Sewer Systems, establish and collect fees and charges, and apply the 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 six percent, expressed as an annual interest rate, penalty of the amount due to the Department from any unobligated funds due to the Project Sponsor under any revenue or tax sharing fund established by the State, except as otherwise provided by the State Constitution. 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 interest rate on the unpaid principal of the Loan to as much as 1.667 times the Loan interest 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. 12 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, 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 Project Sponsor may issue additional debt obligations on a parity with, or senior to, the lien of the Department on the Pledged Revenues provided the Department's written consent is obtained. Such consent shall be granted if the Project Sponsor demonstrates at the time of such issuance that the Pledged Revenues, which may take into account reasonable projections of growth of the Water and Sewer Systems and revenue increases, plus revenues to be pledged to the additional proposed debt obligations will, during the period of time Semiannual Loan Payments are to be made under this Agreement, equal or exceed 1.15 times the annual combined debt service requirements of this Agreement and the obligations proposed to be issued by the Project Sponsor and will satisfy the coverage requirements of all other debt obligations secured by the Pledged Revenues. However, no such consent is required with respect to issuance of Senior Revenue Obligations as defined in Section 1.02. ARTICLE VIII - GENERAL PROVISIONS 8.01. DISCHARGE OF OBLIGATIONS. All payments required to be made under this Agreement shall be cumulative and any deficiencies in any Fiscal Year shall be added to the payments due in the succeeding year and all years thereafter until fully paid. Payments shall continue to be secured by this Agreement until all of the payments required shall be fully paid to the Department. If at any time the Project Sponsor shall have paid, or shall have made provision for the timely payment of, the entire principal amount of the Loan and interest, the pledge of, and lien on, the Pledged Revenues to the Department shall be no longer in effect. Deposit of sufficient cash, securities, or investments, authorized by law from time to time, may be made to effect defeasance of this Loan. However, the deposit shall be made in irrevocable trust with a banking institution or trust company for the sole benefit of the Department. There shall be no penalty imposed by the Department for early retirement of this Loan. 8.02. PROJECT RECORDS AND STATEMENTS. Books, records, reports, engineering documents, contract documents, and papers shall be available to the authorized representatives of the Department and the U.S. Environmental Protection Agency's Inspector General for inspection at any reasonable time after the Project Sponsor has received a 13 :;'.,, disbursement and until three 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 Project Sponsor shall provide access to Project sites and administrative offices to authorized representatives of the Department at any reasonable time. The Project Sponsor 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 Project Sponsor. The Project Sponsor shall not assign rights created by this Agreement without the written consent of the Department. 8.05. AMENDMENT OF AGREEMENT. This Agreement may be amended 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 shall be completed after the Department's final inspection of the Project records. 8.06. ANNULMENT OF AGREEMENT. The Department may unilaterally annul this Agreement if the Project Sponsor 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 Project Sponsor. 8.07. SEVERABILITY CLAUSE. If any provision of this Agreement shall be held invalid or unenforceable, the remaining provisions shall be construed and enforced as if such invalid or unenforceable provision had not been contained herein. 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). 14 (3) Certification of compliance with the conditions of the Department's approval of competitively or non - competitively negotiated procurement, if applicable. (4) Certification by the Authorized Representative that affirmative steps were taken to encourage Minority and Women's Business Enterprises participation in Project construction. (5) Current certifications for Minority and Women's Business Enterprises participating in the contract. If the goals as stated in the plans and specifications are not met, documentation of actions taken shall be submitted. 9.02. SUBMITTAL OF CONSTRUCTION CONTRACT DOCUMENTS. After the Department's authorization to award construction contracts has been received, the Project Sponsor shall submit: (1) Contractor insurance certifications, (2) Certified copy of the Project Sponsor's tentative award resolution. (3) Notices to proceed with construction. 9.03. INSURANCE REQUIRED. The Project Sponsor shall cause the Project, as each part thereof is certified by the engineer responsible for overseeing construction as completed, and the Water and Sewer Systems (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. 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 Project Sponsor 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 $8,177,100, which consists of $8,000,000 to be disbursed to the Project Sponsor and $177,100 of Capitalized Interest. Capitalized interest is not disbursed to the Project Sponsor, but is amortized via periodic loan repayments to the Department as if it were actually disbursed. Capitalized interest is computed at the interest rate, or rates, set for the Loan. It accrues and is compounded annually from the time when disbursements are made until six months before the first Semiannual Loan Payment is due. Capitalized Interest is estimated prior to establishing the schedule of actual disbursements. 15 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 -552 of the Florida Administrative Code. 10.02. LOAN SERVICE FEE. The Loan Service Fee is $160,000 for the Loan amount authorized to date. The fee represents two percent of the Loan amount excluding Capitalized Interest; that is, two percent of $8,000,000. An additional Loan Service Fee amount will be assessed for any additional funding provided by amendment to this Agreement. The fee shall be adjusted downward if adjustment of Project costs results in a Loan decrease, provided that the decrease amendment is executed before the first Semiannual Loan Payment due date. Interest shall accrue on the Loan Service Fee at the rate, or rates, set for the Loan until the fee is paid. Loan Service Fee interest shall be compounded annually from the effective date of the Loan until six months before the first Semiannual Loan Payment is due at which time it is capitalized. The estimated Loan Service Fee capitalized interest is $7,160. 10.03. INTEREST RATE. The rate of interest on the unpaid principal of the Loan amount specified in Section 10.01 is 2.64 percent per annum; however, if this Agreement is not executed by the Project Sponsor and returned to the Department before October 1, 2007, the interest rate may be adjusted. A separate interest rate shall be established for any additional funds provided by amendment to this Agreement. 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 Loan Service Fee and Loan Service Fee capitalized interest and the principle of level debt service. The Department will deduct the Loan Service Fee and all associated interest from the first two payments. 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 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. Each Semiannual Loan Payment shall be in the amount of $269,845 until the payment amount is adjusted by amendment. The interest portion of each Semiannual Loan Payment shall be computed on the unpaid balance of the principal amount of the Loan, including Capitalized Interest. Interest also shall be computed on the unpaid balance of the Loan Service Fee and Loan Service Fee capitalized interest. Interest shall be computed as of the due date of each Semiannual Loan Payment. Semiannual Loan Payments shall be received by the Department beginning on October 15, 2009 and semiannually thereafter on April 15 and October 15 of each year until all amounts due hereunder have been fully paid. Funds transfer shall be made by electronic means. 16 The Semiannual Loan Payment amount is based on the total amount owed of $8,344,260, which consists of the Loan principal plus the Loan Service Fee with its capitalized interest. 10.06. PROJECT COSTS. The Project Sponsor and the Department acknowledge that the actual Project costs have not been determined as of the effective date of this Agreement. Project cost adjustments may be made as a result of construction bidding or mutually agreed upon Project changes. Capitalized Interest will be recalculated based on actual dates and amounts of Loan disbursements. If the Project Sponsor receives other governmental financial assistance for this Project, the costs funded by such other governmental assistance will not be financed by this Loan. The Department shall establish the final costs after its final inspection of the Project records. Changes in Project costs may also occur as a result of the Project Sponsor's Project audit or a Department audit. The Project Sponsor agrees to the following estimates of Project costs: PROJECT COSTS AUTHORIZED LOAN CATEGORY COST($) AMOUNT($) TO DATE Administrative Allowance 345,299 Line items Engineering Allowance 3,280,339 may vary Construction and Demolition 47,958,000 based on Contingencies 4,795,800 actual Technical Services After Bid Opening 4,796,000 disbursements SUBTOTAL(Disbursable Amount) 61,175,438 8,000,000 Capitalized Interest 177,100 177,100 TOTAL (Loan Principal Amount) 61,352,538 8,177,100 10.07. SCHEDULE. The Project Sponsor agrees by execution hereof: (1) Completion of Project construction is scheduled for April 15, 2009. (2) The Loan Debt Service Account shall be established and Monthly Loan Deposits shall begin no later than April 15, 2009. (3) The initial annual certification required under Subsection 2.01(9) of this Agreement shall be due July 15, 2009. 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 $269,845 shall be due October 15, 2009. 10.08. SPECIAL CONDITION. As of the date of this Agreement, the Department has not received its fiscal year 2006 -2007 federal capitalization grant award. In order to prevent the loss of authority to issue your SRF Agreement, the funds must be under contract before January 31, 2008. However, no disbursements may be made for this award until the state's allocation from EPA has been received. The Department will notify the Local Government when funding is available. 17 ARTICLE XI - EXECUTION OF AGREEMENT This Loan Agreement DWI 111 040 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 Deputy Director and the Project Sponsor has caused this Agreement to be executed on its behalf by its Authorized Representative and by its affixed seal. The effective date of this Agreement shall be as set forth below by the Deputy Director. J' for • i • In. ORRI ,', CUIRK 7 I attest to the opinion expressed in Section 2.03, entitled 1, Legal Authorization, and as to form and legal sufficiency. ja Ut man I : a A" 6 County Attorney STATE OF FLORIDA COUNTY OF COLLIER Sworn to and subscribed before me this � day of , 2007, by who ,rsCKa* P / [� provided the following identification: t t Commissa t3[tl o` Expires September 29, 9� W�Baded T.1 Fein • Irouronee, Ina Bpb36S7Qi9 L for STATE OF FLORIDA DEPARTMENT OF EINVIRONMENTAL PROTECTION AUG 17 2007 Deputy Director Date Division of Water Resource Management 18 DRINKING WATER STA'T'E REVOLVING FUND AMENDMENT 1 TO LOAN AGREEMENT DWI 1 1 1 040 COLLIER COUNTY This amendment is executed by the STATE OF FLORIDA DEPAR'rmENT Olr ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project Sponsor) existing as a local government agency tinder the laws of the State of Florida. WIT NI ESSE'I'I l: WHEREAS, the Department and the Project Sponsor entered into a Drinking Water State Revolving Fund .Loan Agreement, Number MY] 111 040, authorizing a I.oan amount of $8,000.000, excluding Capitalized Interest; and WFIEREAS, the Project Sponsor is entitled to additional financing of S3, 00,000, excluding Capitalized lnterest: and WHEREAS, an interest rate must be established for the additional financing amount awarded in this amendment-, and WHEREAS, a Loan Service Fee must be assessed for the additional Financing; and WHEREAS, the Semiannual Loan Payment amountneeds revision to reflect adjustment in the Loan amount; and WHEREAS, the Project costs need adjustment to reflect revised estimates; and WHEREAS, revised provisions for audit and monitoring along with related changes t o t he Project schedule are needed. f,.io ', 'n-a. REFORE, the parties hereto agree as follow,: Subsections 2.03(1),(2)(d), and (3)(a)(i) of the Agreement are deleted and replaced as follows: (1) The financial assistance authorized pursuant to this Loan Agreement consists ofthe following: Federal Resources, Including State Match, AH,arded to the Recipient Pursuant to this Agreement Consist ol'the Following: Federal State Program Federal CFDA Funding Appropriation Number Agency Number C.FDA Title Amount Category FS984522 -070 EPA 66.463 Capitalization Grants for Drinking $1 1,200,000 140129 Water State Revolving Fund (2) Audits. (d) The Project Sponsor may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via the interest at http: /hvww.cfda.gov /. (3) Report Submission. (a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by Section .320 (d), OMB Circular A -133, as revised.. by or on behalf of the Project Sponsor directly to each of the following: (i) "file Department at each of the following addresses: Robert E. I lolrnden, P.t ., Chief Bureau of Water Facilities Funding Florida Department of Environmental Protection 2600 Blair Stone Road, NIS 3505 Tallahassee, Florida 32399 -2400 Joe Aita, Audit Director Office of the Inspector General Florida Department of 1;nv iron tneatal Protection 3900 Commonwealth Boulevard, MS 41 Tallahassee, Florida 32399-3 123 2. Additional tunancing in the amount of $3,200,000, excluding Capitalized Interest, is hereby awarded to the Project Sponsor. 3. An interest rate of 2,79 percent per annum is established for the additional financing amount awarded in this amendment; however, if this amendment is not executed by the Project Sponsor and returned to the Department before October 1, 2003, the .interest rate may be adjusted, 4. The estimated principal amount of the Loin is hereby revised to SI 1,404,300, which consists of $11,200,000 authorized for disbursement to the Project Sponsor and $204,300 of Capitalized Interest. This total consists of the following: (a) Original Agreement of $3,175,600, including $8,000,000 authorized for disbursement to the Project Sponsor and $175,600 of Capitalized Interest, at an interest rate of 2.64 percent per annum; and (b) Amendment I of $3,229,200, including $3,200,000 authorized for disbursement to the Project Sponsor and $29,200 of Capitalized Interest, at an interest rate of 2.79 percent per annum. 5. An additional Loan Service Fee in the amount of $64,000, I'or a total of $224,000, is hereby assessed. The fee represents two percent of the Loan amount excluding Capitalized Interest; that is, two percent of$1 1,200,000. Estimnted Loan Service fee capitalized interest for the fee amount assessed to date is $8,270, 6, The Semiannual Loan.Payment amount is hereby revised and shall be in the amount of $377,317. Such payments shall be received by the Department on October 15, 2009 and semiannually thereafter on April 15 and October 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, after deduction of the Loan Service Pee is complete, toward repayment ol'the amounts owed on each incremental Loan arnount at the date such payment is due. The Semiannual Loan Payment amount is based on the total amount owed of $11,637,070, which consists of the Loan principal plus the Loan Service Fee with its capitalized interest (if any). 7. The Project Sponsor and (lie Department acknowledge that the actual cost of the Project has not been determined. Project cost adjustments may be made as a result ofmutually agreed upon Project changes. Capitalized Interest will be recalculated based on actual dates and amounts of Loan disbursements, if the Project Sponsor receives other governmental financial assistance for this Project, the costs funded by such other governmental assistance will not be financed by this" Loan. The Department shall establish the f final Project costs Lifter its final inspection of the Project records. Changes in Project costs may also occur as a result of the Project Sponsor's Project audit or a Deparntterrt audit. Funds disbursed in accordance Nvith Section L1.08 of this Agreement shall be disbursed in the order in which they have been obligated without respect to budgetary line item estimates. All disbursements shall be made from the original [.cart amount until that amount has been disbursed; fhe interest rate established for the original Loan amount shall apply to such disbursements for the purpose of determining the associated Capitalized Interest and repayment amount. The interest rate established for any additional increment or Loan financing shall be used to determine the Capitalized Interest and repayment amount associated with the funds disbursed from that hicrement. The estimated Project costs are revised as follows: CATEGORY Adm inistrative A l lowance Engineering Allowance Construction and Demolition Contingencies Technical Services After Bid Opening Other SUBTOJ'AL (Total Disbursable) Capitalized Interest TOTAL (Loan Principal Amount) AUTHOfUZED LOAN COST($) AIvIOUNT($) TO DATE _1 16;524 3,006,978 Line ilenis 47,958,000 ma'y� i�ary =1.795.800 based on 1;796,000 actual 0 dlsbW- Seflients 60,973,302 11,200,000 204,800 204,800 61,078,102 11,404,800 8, Section 10.08 SPECIAL CONDITiON is deleted and replaced its follows: As of the date of this agreement/amendment, the Department has not received its fiscal year 2007 -08 federal capitalization grant from IPA. This financial assistance award has been prepared in the amount authorized at the April 24, 2008 priority list management hearing,. Disbursements are limited to $750,000 until the state's Allocation from EPA has been received. The Department will notify you when the balance ofthe award is available. 9. All other terms and provisions of the Loan Agreement shall remain in effect. W- _ - This Amendment 1 to Loan Agreement DW 1 I 11 040 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 amendtent to the Loan Agreement to be executed on its behalf by the Deputy Director and the Project Sponsor has caused this amendment to be executed on its behalf by its Authorized Representative and by its affixed seat. The etiective date of this amendment shall be as set forth below by the Deputy Director. 'Attest a y for C LI..IER ( UNTY Chairman, Board of County Commiss' ners I attest that this intendment complies with Sec(ion 2.02 of the Agreement and ns to form and correctness. CA,cl-t± County torney for STATE OF FLORIDA D,EPARTMEN'r OF ENVIRCIVUENT'A1, PROTECTION Deputy Director Division of Water Resource Mana�semew SEP 1 8 2008 Date Attachment H Proposed SRF Refunding of Revenue Bonds, Series 2006 Preliminary Numbers 7/1/2013 187,914 278,171 52,985 331,156 (143,242) (144,087) 7/1/2014 1,109,000 1,641,666 312,698 1,954,364 (845,364) (828,163) 7/1/2015 1,109,000 1,641,666 312,698 1,954,364 (845,364) (809,837) 7/1/2016 1,109,000 1,641,666 312,698 1,954,364 (845,364) (791,917) 7/1/2017 1,109,000 1,641,666 312,698 1,954,364 (845,364) (774,394) 7/1/2018 1,109,000 1,641,666 312,698 1,954,364 (845,364) (757,258) 7/1/2019 1,109,000 1,641,666 312,698 1,954,364 (845,364) (740,502) 7/1/2020 1,109,000 1,641,666 312,698 1,954,364 (845,364) (724,116) 7/1/2021 1,109,000 1,641,666 312,698 1,954,364 (845,364) (708,093) 7/1/2022 1,109,000 1,641,666 312,698 1,954,364 (845,364) (692,424) 7/1/2023 1,109,000 1,641,666 312,698 1,954,364 (845,364) (677,103) 7/1/2024 1,109,000 1,641,666 312,698 1,954,364 (845,364) (662,120) 7/1/2025 5,694,000 1,641,666 312,698 1,954,364 3,739,636 2,844,562 7/1/2026 6,459,750 1,641,666 312,698 1,954,364 4,505,386 3,350,963 7/1/2027 6,460,750 1,641,666 312,698 1,954,364 4,506,386 3,276,399 7/1/2028 1 6,462,750 1,641,666 312,698 1,954,364 4,508,386 3,204,150 Total 1 37,464,164 24,903,160 4,743,459 29,646,619 7,817,545 4,366,059 Less Prior funds on hand (1,026,223) Net PV Savings 3,339,836