Fort Walton Beach Council agenda — 01-08-13--regular — reading text

make a loan to the Local Borrower as set forth in this Agreement ( the " Load'); and WHEREAS, in accordance with the provisions of a Master Trust Indenture dated as of June 1, 2001 ( as supplemented and amended from time to time, the " Indenture ") between the Corporation and U. S. Bank Trust National Association, as trustee ( together with any successor trustee, the " Trustee "), the Corporation is authorized to issue bonds ( the `Bonds ") from time to time to fund loans pursuant to the State Act and to refund bonds issued by the Corporation; and WHEREAS, the Loan and all payments of principal and interest thereon, including prepayments, and all proceeds thereof, but excluding the Loan Service Fee ( as such term is hereinafter defined), have been pledged and assigned to the Trustee under the Indenture as security for the payment of principal of, premium, if any, and interest on the Bonds; and WHEREAS, pursuant to the provisions of the State Act, the Service Contract and the Indenture, and as provided herein, the Corporation and the Department will cooperate to assure continuing compliance with the various requirements and separate duties and responsibilities arising from the issuance of the Bonds and the loans made by the Corporation. Packet Pg. 93 -  t4.2. b NOW, THEREFORE, in consideration of the Corporation loaning money to the Local Borrower, 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. In addition to the words and terms elsewhere defined in this Agreement, the following words and terms shall have the meanings set forth below: 1) " Agreement' or " Loan Agreement' shall mean this loan agreement. 2) " Authorized Representative" shall mean the official or officials of the Local Borrower authorized by ordinance or resolution to sign documents associated with the Loan. 3) " Capitalized Interest' shall mean a finance charge that accrues at the Financing Rate on Loan proceeds from the time of disbursement until six months before the first Semiannual Loan Payment is due. Capitalized Interest is financed as part of the Loan principal. 4) " Code" means the Internal Revenue Code of 1986, the Treasury Regulations whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. 5) " Defeasance Obligations" means: a) Direct obligations of, or obligations the prompt payment of principal and interest on which are fully guaranteed by, the United States of America which are not callable prior to maturity ( except at the option of the holder thereof); b) Bonds, debentures, notes or other evidences of indebtedness issued or fully insured or guaranteed by any agency or instrumentality of the United States of America which are backed by the full faith and credit of the United States of America and which are not callable prior to maturity ( except at the option of the holder thereof); c) Resolution Funding Corp. ( REFCORP) obligations which are not callable prior to maturity (except at the option of the holder thereof); and d) Obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable prior to maturity or as to which irrevocable determination to call such obligations prior to maturity shall have been made by the issuer thereof, and for the payment of the principal of, premium, if any, and interest on which provision shall have been made by the irrevocable deposit with a bank or trust company acting as a trustee or escrow agent for owners of such obligations of securities described in clauses ( a), ( b) or ( c), the maturing principal of and interest on which, when due and payable, will provide sufficient moneys to pay when due the principal of, premium, if any, and Packet Pg. 94  F14 2. .b interest on such obligations, and which securities are not available to satisfy any other claim, including any claim of the trustee or escrow agent or of any person claiming through the trustee or escrow agent or to whom the trustee or escrow agent may be obligated. 6) " 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 and insured by the Federal Deposit Insurance Corporation. 7) " Fiscal Year" shall mean the period commencing on October 1 of each year and ending on September 30 of the succeeding year. 8) " Financing Rate" shall mean the charges, expressed as a percent per annum, imposed on the unpaid principal of the Loan. The Financing Rate shall consist of an interest rate component and a Grant Allocation Assessment rate component. 9) " Grant Allocation Assessment' shall mean an assessment, expressed as a percent per annum, accruing on the unpaid balance of the Loan. It is computed similarly to the way interest charged on the Loan is computed and is included in the Semiannual Loan Payment. After paying or providing for the payment of debt service on the Bonds, the Department will use Grant Allocation Assessment moneys for making grants to financially disadvantaged small communities pursuant to Section 403. 1835 of the Florida Statutes. 10) " Gross Revenues" shall mean all income or earnings received by the Local Borrower 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 y 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. N 11) " Loan Application' shall mean the completed form which provides all information required to support obtaining construction loan financial assistance. 12) " Loan Debt Service Account' shall mean an account, or a separately identified component of a pooled cash or liquid account, with a Depository established by the Local Borrower for the purpose of accumulating Monthly Loan Deposits and making Semiannual Loan Payments. 13) " Loan Service Fee" shall mean an origination fee which shall be paid by the Local Borrower. 14) " Monthly Loan Deposit' shall mean the monthly deposit to be made by the Local Borrower to the Loan Debt Service Account. 15) " 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. Packa$Pg. 95  14.2. 6 16) " Pledged Revenues" shall mean the specific revenues pledged as security for repayment of the Loan and shall be the Gross Revenues derived yearly from the operation of the 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. 17) " Project" shall mean the works financed by this Loan and shall consist of furnishing all labor, materials, and equipment to construct the transmission and reuse facilities project in accordance with the plans and specifications accepted by the Department for the following contracts: a) " Pump Station No. 1 and Storage Tank'; and b) " Pump Station No. I Force Main and Reclaimed Water Main." This contract includes installation of equipment, which will be furnished by the contracts listed under ( e) and d), below. c) " 36 -Inch Ductile Pipe." This contract is for purchasing equipment, which will be installed by the contract listed under ( b), above. d) " Force Valves and Appurtenances." This contract is for purchasing materials which will be installed by the contract listed under ( b) above. The Project is in agreement with the planning documentation accepted by the Department effective July 5, 2012. Approval of this Project is provided by the Florida Finding of No Significant Impact dated May 4, 2012 and no adverse comments were received. 18) " Semiannual Loan Payment" shall mean the payment due from the Local Borrower at six -month intervals. 19) " Senior Revenue Obligations" shall mean the following debt obligations: a) City of Fort Walton Beach, Florida, Utility System Revenue Bonds, Series 2005, issued in the amount of $ 10, 910, 000, pursuant to Ordinance No. 1633, as amended and supplemented, particularly as amended and supplemented by Resolution No. 2005 -05; and b) Additional bonds issued on a parity with the obligations identified above pursuant to Section 15( T) of Ordinance No. 1633; and c) 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. 20) " Sewer System" shall mean all facilities owned by the Local Borrower for collection, transmission, treatment and reuse of wastewater and its residuals. 21) " State" means the State of Florida. Packet Pg. 96  14. 2. b` 22) " Tax- Exempt Bonds" means Bonds the interest on which is intended on their date of issuance to be excludable from gross income of the holders thereof for federal income tax purposes. 23) " Water System" shall mean all facilities owned by the Local Borrower 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 11 - WARRANTIES, REPRESENTATIONS AND COVENANTS 2. 01. GENERAL WARRANTIES, REPRESENTATIONS AND COVENANTS The Local Borrower warrants, represents and covenants that 1) The Local Borrower has full power and authority to enter into this Agreement and to comply