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HomeMy WebLinkAbout035 89Position 5 USDA -FmHA FORM APPROVED Form FmHA 194247 LOAN RESOLUTION Numb 35-89 OMB NO. 0575-0015 (Rev. 8 -87) (Public Bodies) A RESOLUTION OF THE BOARD OF C01114ISSIONFRS OF Tdi£C .TFFFERSON CnTTNTY, WASRTT7r1TrnN AUTHORIZING AND PROVIDING FOR THE INCURRENCE OF INDEBTEDNESS FOR THE PURPOSE OF PROVIDING A PORTION OF THE COST OF ACQUIRING, CONSTRUCTING, ENLARGING, IMPROVING, AND /OR EXTENDING ITS Balloon Hanqer at Fort Worden FACILITY TO SERVE AN AREA LAWFULLY WITHIN ITS JURISDICTION TO SERVE. WHEREAS, it is necessary for Jefferson Count (Public Body) (herein after called association) to raise a portion of the cost of such undertaking by issuance of its bonds in the principal amount of One Hundred Fifty Thousand and NO /100 ($150,000.00) pursuant to the provisions of WHEREAS, the association intends to obtain assistance from the Farmers Home Administration, United States Department of Agricul- ture, (herein called the Government) acting under the provisions of the Consolidated Farm and Rural Development Act (7 U.S.C. 1921 et seq.) in the planning, financing, and supervision of such undertaking and to purchasing of bonds lawfully issued, in the event that no other acceptable purrclineifor such bonds is found by the association: NOW THEREFORE, in consideration of the premises the association hereby resolves: 1. To have prepared on its behalf and to adopt an ordinance or resolution for the issuance of its bonds and containing such items and,in-such forms are required by STATE statutes and as are agreeable and acceptable to the Government. 2. To refinance the unpaid balance, in whole or in part, of its bonds upon the request of the Government if at any time it shall appear to the Government that the association is able to refinance its bonds by obtaining a loan for such purposes from responsible cooperative or private sources at reasonable rates and terms for loans for similar purposes and periods of time as required by- section 333(c) of said Consolidated Farm and Rural Development Act (7 U.S.C. 1983(c)). 3. To provide for, execute, and comply with Form FmHA 4004, "Assurance Agreement'; and Form FmHA 400 -1, "Equal Opportunity Agreement', including an "Equal Opportunity Clause ", which clause is to be incorporated in, or attached as a rider to, each construction contract and subcontract involving in excess of $10,000. 4. To indemnify the Government for any payments made or losses suffered by the Government on behalf of the association. Such indemnification shall be payable from the same source of funds pledged to pay the bonds or any other legal per- missible source. 5. That upon default in the payments of any principal and accrued interest on the bonds or in the performance of any cov- evant or agreement contained herein or in the instrument incident to making or insuring the loan, the Government at its option may (a) declare the entire principal amount then outstanding and accrued interest immediately due and pay- able, (b) for the account of the association (payable from the source of funds pledged to pay the bonds or any other legally permissible source) incur and pay reasonable expenses for repair, maintenance, and operation of the facility and such other reasonable expenses as may be necessary to cure the cause of default, and /or (c) take possession of the facility, repair, maintain, and operate or rent it. Default under the provisions of this Resolution or any instrument incident to the making or insuring of the loan may be construed by the Government to constitute default under any other instrument held by the Government and executed or assumed by the Association, and default under any such instrument may be construed by the Government to constitute default hereunder. 6. Not to sell, transfer, lease, or otherwise encumber the facility or any portion thereof, or interest therein, not permit others to do so, without the prior written consent of the Government. 7. Not to borrow any money from any source, enter into any contract or agreement, or incur any other liabilities in con- nection with making enlargements, improvements or extensions to, or for any other purpose in connection with the facility (exclusive of normal maintenance) without the prior written consent of the Government if such undertaking would involve the source of funds pledged to pay the bonds. 8. To place the proceeds of the bonds on deposit in an account and in a manner approved by the Government. Funds may be deposited in institutions insured by the State or Federal Government or invested in readily marketable securities backed by the full faith and credit of the United States. Any income from these accounts will be considered as revenues of the system. 9. To comply with all applicable State and Federal laws and regulations and to continually operate and maintain the facility in good condition. 10. To provide for the receipt of adequate revenues to meet the requirements of debt service, operation and maintenance, and the establishment of adequate reserves. Revenue accumulated over and above that needed to pay operating and mainte- nance, debt service and reserves may only be retained or used to make prepayments on the loan. Revenue can not be used to pay any expenses which are not directly incurred by the facility financed by FmHA. No free service or use of the facil- ity will be permitted. 11. To acquire and maintain such insurance coverage including fidelity bonds as may be required by the Government. 12. To establish and maintain such books and records relating to the operation of the facility and its financial affairs and to provide for required audit thereof in such a manner as may be required by the Government, to provide the Government without its request, a copy of each such audit, and to make and forward to the Government such additional information and reports as it may from time to time require. The agreement to provide the information collected through the loan resolution is required to obtain FmHA loan /grant assistance and the information so collected is used to determine compliance with the covenants of this resolution andaoolicahlediinVA regulations. j a t_ 13. To provide the Government at all reasonable times access to all books and records relating to the facility and access to the property of the system so that the Government may ascertain that the association is complying with the provisions hereof and of the instruments incident to the making or insuring of the loan. 14. In cases where the Government requires that a reserve account be established and maintained, when necessary, disburse- ments from the reserve account may be used for payments due on the bond if sufficient funds are not available in the general or debt service accounts. With the prior written approval of the Government, fiords may be withdrawn for. (a) Paying the cost of repairing or replacing any damage to the facility which may have been caused by catastrophe. (b) Repairing or replacing short -lived assets. (c) Making extensions or improvements to the facility. Any time funds are disbursed from the reserve account, additional deposits will be required until the reserve account has reached the required funded level. 15. To provide adequate service to all persons within the service area who can feasibly and legally be served and to obtain FmHA's concurrence prior to refusing new or adequate services to such persons. Upon failure to provide services which are feasible and legal, such person shall have a direct right of action against the association or public body. 16. In the case of a grant in the sum not to exceed S One Hundred Fifty Thousand No/lOAe association hereby accepts the grant under the terns as offered by the Government and that the Chairman is yaxdi of the authorized and empowered to take all action necessary or appropriate in the execution of all written instruments as may be required in regard to or as evidence of such grant and the association hereby resolves to operate the facility under the terms as offered in said grant agreement(s). The provisions hereof and the provisions of all instruments incident to the making or the insuring of the loan, unless otherwise specifically provided by the terms of such instrument, shall be binding upon the association as long as the bonds are held or insured by the Government. The provisions of sections 6 through 15 hereof may be provided for in more specific detail in the bond resolution or ordinance; to the extent that the provisions contained in such bond resolution or ordinance should be found to be inconsistent with the provisions hereof, these provisions shall be construed as controlling as between the association and the Government. The vote was: Yeas �3 Nays .-G— - Absent - -�` I BOARD OF COIUIISSIONERS N WITNESS WHEREOF, the I C5A, JEFFLRS`O �Ce"TY, WASHINGTON `4 to be erect Y,)royffi oe,s below in duplicate on this � i x ,y a (SEAL) ^.. :K r Attest: T;,i, Clerk of the Board 1, the undersigned, the T has duly adopted this Resolution and caused 4 / Iva 'T ' day of JEFFERSON COUN Y BOARD OF C01MISSIONERS m.., Chairman CERTIFICATION the Jefferson County Board of Commissioners hereby certify that the Board of Commissioners of such Association is composed of thrPP members, of whom �-� , constituting Ca� quorum, were present at a meeting thereof duly called and v held on the r"X � day of � f 19Q1; that the foregoing resolution was adopted at such meeting by the vote shown above; and that said resolution has not been rescinded or amended in any way. Dated, this ^K day of Title Clerk of the Board 4 US .G. P.O.: 1987- 195- 138179033 E C-A t UNITED STATES Farmers District Office II DEPARTMENT OF Home P.D. Box 2426 AGRICULTURE Administration o I ymp i a, WA 98507 (206)753 -9881 MAV-r- l 13, 1 4" LETTER OF CONDITIONS Jefferson County Board of Commissioners P.O. Box 1220 Port Townsend, WA 98368 ATTN: George Brown, Chairman Dear Mr. Brown: Subject: Renovation of Balloon Hangar at Fort Worden This letter establishes conditions which must be understood and agreed to before further consideration may be given to the application. This offer of financial assistance is being made to the Jefferson County Board of Commissioners. Any changes in project costs, source of funds, scope of services, or any other significant changes in the project or applicant must be reported to and approved by Farmers Home Administration (FmHA) by written amendment to this letter. Any changes not approved by FmHA shall be cause for discontinuing processino of the application. Before funds can be obligated for the project we will require that the State Parks Department become a party to the Letter of Agreement. The Historic American Engineering Record process will need to be completed prior to the award of the contracts. This letter is not to be considered as loan approval or as representation that funds are available. The docket may be completed on the basis of a loan not to exceed $150,000.00. If FmHA makes the loan, you may make a written request that the interest rate be the lower of either the rate in effect at the time of loan approval or the rate in effect at the time of loan closing. If you do not request the lower of the two interest rates, the interest rate charged will be the rate in effect at the time of loan approval. The loan will be considered approved on the date a signed copy of Form FmHA 1940 -1, "Request for Obligation of Funds ", is mailed to you. If you want the lower of the two rates, your written request should be submitted to FmHA as soon as practical. In order to avoid possible delays in loan closing such a request should ordinarily be submitted at least 30 calendar days before loan closing. Farmers Home Administration is an Equal Opportunity Lender. Complaints of discrimination should be sent to: Secretary of Agriculture, Washington, D.C. 202SO fir' 1 ,934 By accepting this loan, you are also agreeing to refinance the unpaid loan balance in whole, or in part, upon the request of the Government, if at any time it should appear to the Government that the Jefferson County Board of Commissioners is able to obtain a loan for such purposes from responsible cooperative or private sources at reasonable rates and terms. Please complete and return the attached Form FmHA 442 -46, "Letter of Intent to Meet Conditions ", along with the following completed forms if you desire that further consideration be given your application: FmHA 1940 -1 Request for Obligation of Funds FmHA 400 -1 Equal Opportunity Agreement. FmHA 400 -4 Assurance Agreement FmHA 1942 -47 Loan Resolution FmHA 442 -7 Operating Budget SECURITY The loan will be secured by a General Obligation Bond in the amount of 2150,000.00. The bond will be dated and delivered on the same day that the loan check is presented to Jefferson County Board of Commissioners. The bond will be fully registered as to both principal and interest in the name of the "United States of America, Farmers Home Administration ". The bond and any ordinance or resolution relating thereto must not contain any provision in conflict with the FmHA Loan Resolution, applicable regulations, and law. In particular, there must be no defeasance or refinancing clause in conflict with the graduation requirements of 7 USC 1983(c). Section 1942.19 of FmHA Instruction 1942 -A, which outlines requirements concerning the preparation of the bond and bond transcript documents, should be given to your bond counsel as soon as possible for their use in working with your local attorney. The Jefferson County Board of Commissioners should advise its bond attorney to prepare drafts of the bond ordinance /resolution and related documents and provide copies to the FmHA. The security instruments must not contain a defeasance clause. REPAYMENT The loan will be scheduled for a repayment period of 20 years. Installments of interest will be payable on the first day of the sixth month following the date of the bond, and semi - annually thereafter. Principal payments begin on the first interest payment date, and semi- annually thereafter. A bond maturity schedule will be sent to your bond counsel by this office. J_ 15'' 1935 EM�R- RESERVE ACCOUNT CONSTRUCTION ACCOUNT The financing proposal is based upon funds from: Washington State Parks $ 250,000.00 City of Port Townsend (FmHA Loan) 250,000.00 Centrum and Private Donations 996,100.00 Farmers Home Administration 150,000.00 TOTAL $1,646,100.00 Funds have been budgeted for the following estimated expenditures: Architect $ 113,400.00 Development 1,419,700.00 Equipment 113,000.00 TOTAL $1,646,100.00 This project is being funded in conjunction with the City of Port Townsend. Evidence of funds from City of Port Townsend, Washington State Parks, and Private Donations must be provided by the applicant prior to the award of any contracts. All funds will be deposited to an account designated as "Construction Account ", and withdrawals from this account must be approved by the local FmHA official. Funds in the construction account will be used for the payment of the cost and expense of renovating the existina Balloon Hangar into a Performing Arts Center. FmHA funds may not be used to reimburse the owner for certain salary /general administrative expenses. Anv funds remaining after construction is complete, and not needed for the subject project, will be applied as an extra payment on your FmHA loan. AGREEMENTS FOR SERVICES The Agreement for Bond Council Services between the Jefferson County Board of Commissioners and Preston Thorgrimson has been approved by the FmHA. The Agreement for Architectural Services between the City of Port Townsend and Bumgardner Architects has been approved by the FmHA. EM OWNERS INSURANCE AND BONDING Evidence of the following insurance and bonding coverage must be provided to the FmHA prior to the start of construction: a. Fire and extended coverag, in an amount equal to the equipment housed within. coverage for our record=_. will be required. b. Liability insurance in an attorney. A copy must be on all real and personal property value of the building and FmHA must have evidence of Lenders Loss Payable endorsement amount recommended by your available to the FmHA office. C. The positions of officials valuable property, will be equal to the total amount any one time. The United co- obligee in the bond. A in the local FmHA office. CLOSING entrusted with funds and other bonded for an amount at least of funds which will be on hand at States of America will be named as copy of the bond will be retained The applicant will not advertise for bids or make arrangements for interim financing until after FmHA has determined that this loan, in fact, can be closed. This determination can only be made when the terms of this Letter of Conditions have been met by you. You should avoid making commitments to contractors or other lenders at this time. Your bond counsel will provide the FmHA State Office (Wenatchee), and the USDA, Office of the General Counsel (Portland, OR), with drafts of the bond ordinances and loan resolutions, the form of the bond instrument, and other bond transcript documents deemed necessary by counsel. We will send a bond maturity schedule to your bond attorney. The Jefferson County Board of Commissioners should contact and advise the bond counsel to prepare drafts of the bond documents as soon as possible. INTERIM FINANCING We call your attention to the requirements for interim financing during construction. FmHA will concur in the agreement for interim financing once it has been determined that the loan can be closed, bids have been taken, and a contract is ready to be awarded. FmHA will write a letter to the lender confirming our financing arrangements. J a o'' 1937 Bond Counsel's opinion as to validity of interim warrants or notes, and a draft copy of the Bond Resolution, which includes the form of bond, warrants or notes, is required. Generally, the loan will be closed when the project is substantially complete or the limits of the interim financing agreement have been reached. CONSTRUCTION Project development will be in accordance with Sections 1942.17 and 1942.18 of FmHA Instruction 1942 -A. All procurement transactions shall be conducted in a manner so as to provide maximum open and free competition. Plans and specifications must be submitted to the FmHA for approval before advertisement for bids. All contract documents including but not limited to invitations for bid, construction contracts, performance and payment bonds, and related contract material, must be submitted to the FmHA for examination as to adequacy and legal sufficiency before bids can be invited. The United States of America will be named as co- obligee on the performance and payment bonds. Sections 1942.17 and 1942.18 to FmHA Instruction 1942 -A, will be used in the preparation of the contract documents. In addition, a project sign will be posted near the construction site. Construction contracts will not be awarded without the written concurrence of FmHA. This can be done only after- the conditions under the CLOSING paragraph have been met. Bid tabulations, the low bidder's proposal, the revised project cost and the Architect's recommendation of award, must be submitted to the FmHA for review. A written statement as to the steps taken to utilize small business and minority owned businesses shall be submitted to the FmHA with the recommendation of award. The executed contracts must be reviewed and approved by the FmHA before the Notice to Proceed is issued. Contracts must contain evidence of owner's attorney approval. Two copies of the executed contracts will be retained by the FmHA for our records. Changes in the contract and change orders to the contract will require prior approval by the FmHA. Engineer's recommendation of project acceptance, owner's acceptance, as -built drawings with Operation and Maintenance Manual, date of substantial completion, and the final Form SF -271, "Outlay Report and Request for Reimbursement for Construction Programs ", will be submitted to FmHA not later than 90 days after the final advance for payment for construction has been made. i r 193b COMPLIANCE WITH SPECIAL LAW - REGULATIONS Applicant will carry suitable workmen's compensation insurance for all its employees. We want to direct your attention to FmHA Instruction 1942 -A, Section 1942.1e(d), concerning the National Fire Protection Association Life Safety Code, compliance with which is required. Consideration must also be given to the Architectural Barriers Act of 196e. Applicants must comply with Lead Based Paints Act and National Consumer Health Information of 1976 with reference to specifications for construction. ACCOUNTS, RECORDS, AND AUDIT REPORTS Poisoning and Prevention and Health Promotion Act paints used in We have verified that your accounting system, as now established, meets FmHA requirements. It will be necessary for the Treasurer to establishAseparate identifiable fund accounts forte) debt service. .!W Quarterly and annual management reports will be submitted to FmHA as outlined in Section 1942.17 of FmHA Instruction 1942 -A. Your annual budget will be submitted to the FmHA for review. Forms and further instructions will be provided at loan closing. If all conditions set forth in this letter are not met within 60 days from the date hereof, Farmers Home Administration reserves the right to discontinue the processing of the application. In addition, it is expected that project construction will start within six months from the date of loan approval in order for FmHA to retain the obligation. Sincerely, AREN B OR Assistant District Director Attachments cc: State Director County Supervisor, Port Angeles Office of General Counsel, Portland, OR 1 Q` 1`939