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HomeMy WebLinkAboutRES.1716.10-15-2001BILL NO. 2001-213 RESOLUTION NO. J:, A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A COMMITMENT FOR FINANCIAL ASSISTANCE WITH THE MISSOURI TRANSPORTATION FINANCE CORPORATION, FOR PURCHASE OF A BI -FOLD HANGAR DOOR AT THE CAPE GIRARDEAU REGIONAL AIRPORT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: ARTICLE 1. The City Manager, for and on behalf of the City of Cape Girardeau, Missouri, is hereby authorized to execute a Commitment for Financial Assistance with the Missouri Transportation Finance Corporation, for purchase of a bi-fold hangar door at the Cape Girardeau Regional Airport. A copy of said Commitment is attached to this Resolution and made a part hereof. PASSED AND ADOPTED THIS ATTEST: Gayl City Clerk -4:'vt RZWWIc Z %Afv f41-4� 04441 A"o41 P.O. Box 270. Jefferson City, MO 65102 (573) 526-2561 FAX (573) 526-2819 October 3, 2001 Bruce W. Loy, Airport Manager City of Cape Girardeau P.O. Box 617 Cape Girardeau, MO 63701 Re: Commitment for Financial Assistance Dear Mr. Loy: I. The City of Cape Girardeau (the Applicant), has submitted to the Missouri Highways and Transportation Commission (the Commission) an MTFC application for financial assistance in the form of a direct loan (the Loan) to the Applicant from the State Transportation Assistance Revolving (STAR) Fund for the purpose of assisting the Applicant to build a new bi-fold hangar door (the Project). The funding, promotion, planning, designing, acquiring, constructing, reconstructing, rehabilitating, renovating, installing, improving, maintaining, operating or furnishing, as applicable, of the Project is herein referred to as the "development" of the Project. The Applicant's application has been considered by the Missouri Department of Transportation's (MoDOT) STAR Fund Review Committee, as authorized by the Commission. Based upon this review, the Committee has determined that (a) the Project qualifies for financial assistance from the STAR Fund; (b) development of the Project will improve or is a necessary or desirable extension of the state transportation system; and (c) including the financial assistance of the STAR fund herein described, it appears the Applicant will have adequate funds to finance the Project. II. On the basis of the foregoing and subject to the conditions hereinafter set forth, and with the further understanding that the representations of the Applicant contained in the application will remain true as of the Closing Date (as hereinafter defined), the Commission agrees to make the Loan to the Applicant in the principal amount of Fifty -Two Thousand Dollars ($52,000.00) according to the terms set forth on the Term Sheet attached hereto as Attachment A. The Loan shall be made pursuant to a loan agreement (the Loan Agreement) in form and substance satisfactory to the Commission. The Loan shall be disbursed as provided and subject to the conditions contained in the Loan Agreement. Mr. Bruce W. Loy 10/03/01 Page 2 The Applicant shall provide the MTFC, who will administer the loan on behalf of the Commission, with compiled audited annual financial statements of the Applicant within six months of the end of each fiscal year of the Applicant throughout the term of the Loan. The annual financial statements shall be accompanied by a certification of the Applicant to the effect that the Applicant is not in default under any of its obligations under the Loan Agreement or under any other agreement involving the development of the Project and, if a default exists, shall include a description of the actions being taken to cure that default. IV. The "Closing of the Loan" shall mean the execution and delivery of the Loan Agreement, and any and all other instruments and documents deemed by the Commission and it's counsel to be necessary or desirable to evidence or secure the Loan. The Closing of the Loan shall occur not later than the one hundred twentieth (120th) calendar day after the date hereof, or such earlier date as may be mutually agreed upon in writing by the Applicant and the Commission (the Closing Date). The Closing of the Loan shall not occur until all conditions specifically described herein and set forth in the Loan Agreement have been fulfilled and such additional items as the Commission may request, each in form and content satisfactory to the Commission, have been executed and delivered or furnished. At the written request of the Applicant setting forth the reasons therefore and received at least twenty (20) days prior to the Closing Date, the Commission may, but shall be under no obligation to, postpone the Closing Date to a date later than that specified above. No such postponement will be deemed to have been granted unless stated in a writing signed by the Commission or its authorized representative specifying the length of the extension given. If for any reason the Closing Date shall not have occurred on or before the one hundred twentieth (120th) calendar day after the date hereof or such subsequent date as the Commission or its authorized representative shall have specified in writing pursuant to the preceding sentence, this commitment shall automatically terminate and, subject to the provisions as to payment of costs and expenses set forth below, be of no further force and effect. For purposes of this paragraph, time is of the essence. V. By accepting this commitment, the Applicant agrees to pay all costs and expenses incurred by the MTFC on behalf of the Commission incident to the Closing of the Loan and disbursement of the Loan, including, without limitation, the application fee charged by the MTFC, taxes and assessments of any nature, recording fees, insurance premiums, registration taxes, expenses for examination and evidence of title and appraisal fees. The Applicant further agrees to defend, indemnify and hold the MTFC, its directors, officers, employees and agents and any officials, employees or agents of the Commission, the Missouri Department of Transportation (MoDOT) or of the State of Missouri with respect to the Loan Mr. Bruce W. Loy 10/03/01 Page 3 harmless against any and all loss, cost, expense, claims or actions arising out of or connected with the execution and delivery of this commitment and the preparation and execution of documents relating to the Closing of the Loan and the disbursement of the Loan, including all aforementioned costs and expenses, regardless of whether or not the Closing Date or disbursement of the Loan shall actually occur. The provisions of this paragraph will survive the termination of this commitment and the Closing of the Loan. If the Applicant fails to meet any requirements contained herein on or before the Closing Date, the Commission or its authorized representative shall have the right to cancel and terminate this commitment. The Applicant may not assign this commitment or any interest herein without the express written consent of the Commission or its authorized representative. No person other than the Applicant shall be deemed to have any privity of contract hereunder nor any right of action of any kind hereon. Prior to the Closing of the Loan, the Applicant may take such preparatory actions concerning the Project as it deems appropriate. Such actions shall be taken, however, only with the express understanding that the incurrence of costs with respect thereto shall be solely the responsibility of the Applicant and will not alter any requirement herein or in the Loan Agreement as to conditions to the Closing of the Loan or disbursement of the Loan. The agreement of the Commission to make the Loan and to disburse the Loan is subject to and conditioned upon the availability of sufficient money, not previously committed, held by the State Treasury for the STAR Fund and subject to approval of the Loan by the Commission or its authorized representative. Any obligation of the Commission and MoDOT created by or arising out of this commitment or with respect to the Loan shall not constitute a general debt or general obligation of the Commission, or a commitment, guarantee, debt or obligation of the State of Missouri or the United States or be payable other than from funds held by the State Treasury - STAR Fund. The Commission has entered into this commitment solely in its official capacity and no members shall be personally liable or in any way personally obligated by reason hereof. Mr. Bruce W. Loy 10/03/01 Page 4 VI. If the terms of the proposed Loan are acceptable to the Applicant, please so indicate by executing four (4) copies of this commitment in the space provided and return the four (4) executed copies hereof, to the MTFC c/o Missouri Department of Transportation, 105 West Capitol Avenue, P.O. Box 270, Jefferson City, MO 65102. This commitment shall expire if not accepted by the Applicant and received by the MTFC on or before the twentieth (20th) calendar day after the date hereof. ACCEPTED on the Very truly yours, MISSOURI HIGHWAY AND TRANSPORTATION COMMISSION Mel 6undermeyer Director of Multimodal Operations day of , 2001. CITY OF CAPE GIRARDEAU, MISSOURI By: Title: Copy: Patty Purves, MoDOT, Resource Management Beverly Schepers, MoDOT, Comptroller's Office Pete Donovan, Chief Counsel's Office jAonnlsiblstaAcity of cape girardeau loc.doc EXHIBIT A MHTC Term Sheet Lender: Missouri Highway and Transportation Commission (the MHTC or the Lender) Borrower: The City of Cape Girardeau (the Borrower) Amount. $52,000.00 Purpose: The Borrower will use the loan proceeds to construct a new bi-fold hangar door at the Cape Girardeau Regional Airport Interest Rate: The Interest Rate for the Direct Loan means a rate of interest equal to three-fourths of the MMD "Municipal Yield Curves" an 'AA' 7 year maturity (2.84%) Term: 7 years Repayment. Equal monthly installments of principal and interest beginning the last day of the month following the month of closing. Disbursement: This loan will be disbursed following the Closing and receipt by MoDOT of a copy of the Project's Notice of Award to the contractor. Closing Date: The Closing Date for the Direct Loan is expected to be on or about December 14, 2001, or another date which is mutually agreeable by the Lender and the Borrower. Optional The principal amount of the Direct Loan may be paid in whole or in part at the option Redemption: of the Borrower on any date upon 30 days written notice in an amount equal to the principal balance plus accrued interest to the date of redemption. Guarantee: The loan shall be guaranteed by the City of Cape Girardeau as evidenced by a Resolution of the City Council/Board stating that the City reasonably believes that legally available funds in an amount sufficient to make all Loan Payments when due can be obtained and that the City will do all things lawfully within its power to obtain and maintain funds from which payments can be made through the budgeting and appropriation process. Security This loan shall be evidenced by a note, loan agreement, security agreement and all Documents: other documents required by the MHTC or its counsel, on forms acceptable to the MHTC Method of The Direct Loan interest and principal payments will be made by an automated Payment: clearinghouse transaction. An agreement authorizing the Lender to initiate debit entries to the Borrower's account will be signed by the Borrower at closing.