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21-1579 SRF Loan Amendment 1 for the Longdale Septic Tank Abatement ProjectRESOLUTION No. 21-1579 A RESOLUTION OF THE CITY OF LONGWOOD, FLORIDA, AUTHORIZING THE EXECUTION AND DELIVERY OF A CLEAN WATER STATE REVOLVING FUND AMENDMENT 1 TO LOAN AGREEMENT WITH THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION FOR THE LOAN AUTHORIZED BY ORDINANCE 20-2178 CONCERNING THE FINANCING OF THE LONGDALE SEPTIC TANK ABATEMENT PROJECT; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, the City of Longwood (the "City") is vested with home rule authority pursuant to Article VII, Section 2 of the Constitution of the State of Florida and Chapter 166, Florida Statutes, to enact ordinances; WHEREAS, on May 4, 2020, the City Commission adopted Ordinance 20-2178 authorizing. the issuance of debt in the principal amount of $3,382,900.00 and interests and the executing of the Loan Agreement to procure and implement the necessary labor, materials and equipment for the design, permitting, construction, installation and completion of the Project described in Ordinance 20-2178 and to finance the Project through a loan with State of Florida Department of Environmental Protection (the "Department"); and r WHEREAS, the City of Longwood has executed the Loan Agreement (WW590540) ("Loan Agreement") with the Department concerning the Project as authorized by Ordinance 20-2178; and WHEREAS, it has been determined that additional time is needed to perform and complete Project than originally contemplated by the Loan Agreement, thus the City of Longwood desires to authorize the execution and delivery of an Amendment 1 to the Loan Agreement to provide the City with more time to complete the Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF LONGWOOD, FLORIDA, AS FOLLOWS: SECTION 1. RECITALS. The foregoing findings are incorporated herein by reference and made a part hereof. SECTION 2. AUTHORIZATION OF AMENDMENT TO LOAN AGREEMENT. The City Commission hereby approves the Amendment 1 of the Loan Agreement to extend the Project completion requirements and other matters as set forth therein and does hereby authorize the execution and delivery on behalf of the City by the Mayor under the seal of the City, attested by Resolution No. 21-1579 Page 1 of 2 the City Clerk, of the Amendment 1 with the Department. The Amendment 1 shall be in substantially the form thereof attached hereto and marked Exhibit "A" and is hereby approved, with such changes therein as shall be approved by any of the authorized officers executing the same, with such execution to constitute conclusive evidence of such officer's approval and the City's approval of any changes therein from the form of the Second Amendment attached hereto. SECTION 3. SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the covenants, amendments or provisions contained herein shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, amendments or provisions shall be null and void and shall be deemed severable from the remaining covenants, amendments or provisions hereof and shall in no way affect the validity of any of the other provisions of this Resolution. SECTION 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. CITY COMMISSION CITY OF LONGWOOD, FLORIDA [S-EAL] By ATTEST: Michelle Lon , , FCRM, City Clerk Approved as to form and legality for use and reliance by the City of Longwood, Florida only: �-- Daniel W. Kngl YAR01irney Resolution No. 21-1579 Page 2 of 2 EXHIBIT "A" TO RESOLUTION STATE REVOLVING FUND AMENDMENT 1 TO LOAN AGREEMENT WW590540 CITY OF LONGWOOD This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Department) and the CITY OF LONGWOOD, FLORIDA, (Local Government) existing as a local governmental entity under the laws of the State of Florida. Collectively, the Department and the Local Government shall be referred to as "Parties" or individually as "Party". The Department and the Local Government entered into a State Revolving Fund Loan Agreement, Number WW590540; and Loan repayment activities need rescheduling to give the Local Government additional time to complete construction; and Certain provisions of the Agreement need revision and provisions need to be added to the Agreement. The Parties hereto agree as follows: 1. Section 1.01 of the Agreement is amended to include the following definition: "Final Unilateral Amendment" shall mean the Loan Agreement unilaterally finalized by the Department after Loan Agreement and Project abandonment under Section 8.06 that establishes the final amortization schedule for the Loan. 2. Section 8.06 of the Agreement is deleted and replaced as follows: 8.06. ABANDONMENT, TERMINATION OR VOLUNTARY CANCELLATION. Failure of the Local Government to actively prosecute or avail itself of this Loan (including e.g. described in para 1 and 2 below) shall constitute its abrogation and abandonment of the rights hereunder, and the Department may then, upon written notification to the Local Government, suspend or terminate this Agreement. (1) Failure of the Local Government to draw Loan proceeds within eighteen months after the effective date of this Agreement, or by the date set in Section 10.07 to establish the Loan Debt Service Account, whichever date occurs first. (2) Failure of the Local Government, after the initial Loan draw, to draw any funds under the Loan Agreement for twenty-four months, without approved justification or demonstrable progress on the Project. Upon a determination of abandonment by the Department, the Loan will be suspended, and the Department will implement administrative close out procedures (in lieu of those in Section 4.07) and provide written notification of Final Unilateral Amendment to the Local Government. In the event that following the execution of this Agreement, the Local Government decides not to proceed with this Loan, this Agreement can be cancelled by the Local Government, without penalty, if no funds have been disbursed. 3. Unless repayment is further deferred by amendment of the Agreement, Semiannual Loan Payments as set forth in Section 10.05 shall be received by the Department beginning on March 15, 2023, and semiannually thereafter on September 15 and March 15 of each year until all amounts due under the Agreement have been fully paid. 4. The items scheduled under Section 10.07 of the Agreement are rescheduled as follows: (2) Completion of Project construction is scheduled for September 15, 2022. (3) Establish the Loan Debt Service Account and begin Monthly Loan Deposits no later than September 15, 2022. (4) The first Semiannual Loan Payment in the amount of $86,643 shall be due March 15, 2023. 5. All other terms and provisions of the Loan Agreement shall remain in effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK This Amendment 1 to Loan Agreement WW590540 may be executed in two or more ,. counterparts,any of which shall be regarded as an original and all of which constitute:but one and the same instrument. IN WITNESS WHEREOF,the Department has caused this amendment to the Loan Agreement to be executed on its behalf by the Secretary or Designee and the Local Government has caused this amendment to be executed on its behalf by:its Authorized Representative and by its affixed seal. The effective,date of this amendment shall be as,set forth below by the Department. for.. C F LONGWOOD ayo (test: Appro o form and legal sufficiency: • U✓ . ty Clerk SEAS :'.: , for STATE OF FLORIDA .. .. DEPARTMENT OF ENVIRONMENTAL PROTECTION Digitally signed by Trina Vi Trina Vielhauelhauer er Date:2021.10.2114:58:03-04'00' Secretary or Designee •Date •