08-31-2009 - Special
Votin!! Order
Councilwoman Rogers
Councilwoman Bennington
Councilwoman Rhodes
Councilman Cooper
Mayor Thomas
AGENDA
CITY COUNCIL OF EDGEW ATER
SPECIAL MEETING
August 31,2009
5:00 P.M.
COMMUNITY CENTER
We respectfully request that all electronic devices are set for no audible notification.
1 OTHER BUSINESS -
A. Award the contract for Insurance Agent of Record (property and Casualty, Workers
Compensation, Group Health, and Ancillary Lines). (Recommendation to withdraw
request)
B. Refinance the Notes Payable dated August 28, 2002 between the Florida Inland
Navigation District and the City of Edge water.
2. ADJOURN.
Note. All items for inclusion on the September 14, 2009, agenda must be received by the City Manager=s
office no later than 12:00 pm, Thursdav, September 3,2009.
Pursuant to Chapter 286. F.8., if an individual decides to appeal any decision made with respect to any matter
considered at a meeting or hearing, that individual will need a record of the proceedings and will need to ensure that a
verbatim record of the proceedings is made. The City does not prepare or provide such record.
In accordance with the Americans with Disabilities Act, persons needing assistance to participate in any of these
proceedings should contact City Clerk Susan Wadsworth, 104 N. Riverside Drive, Edgewater, Florida, telephone number 386-
424-2400 xII 01, 5 days prior to the meeting date. If you are hearing or voice impaired, contact the relay operator at 1-800-
955-8771.
AGENDA REQUEST
Date: AUQust 31,2009
PUBLIC HEARING
CONSENT
RESOLUTION ORDINANCE
OTHER BUSINESS..-X.- CORRESPONDENCE
ITEM DESCRIPTION:
Withdrawal of Agent of Record RFP #09-FN-003
BACKGROUND:
The City solicited Sealed Proposals to provide for a qualified individuals /firms for an Agent of Record for property
and casualty, workers compensation, group health, and ancillary lines of coverage. The City received proposals
from the following:
Firm
Score
Gallagher
Brown and Brown
Florida League of Cities
Peoples First
454
453
329
306
The City by choosing anyone of these firms will not receive a competitive quote as required by the Scope of
Work.
STAFF RECOMMENDATION:
Staff recommends the withdrawal of Agent of Record RFP #09-FN-003.
ACTION REQUESTED:
Motion to approve the withdrawal of Agent of Record RFP #09-FN-003.
FINANCIAL IMPACT:
(FINANCE DIRECTOR)
(SPECIFY IF BUDGET AMENDMENT IS REQUIRED)
PREVIOUS AGENDA ITEM:
DATE:
YES NO ~
AGENDA ITEM NO.
Concurrence:
~~~
Lu~~o
Robin Matusick
Paralegal
Tracey Barlow
City Manager
LEGAL NOTICE
Pursuant to approval by the City Clerk, Sealed Proposals to provide for a qualified
individuals / firms for an Agent of Record for property and casualty, workers
compensation, group health, and ancillary lines will be received until 2:00 p.m., on July
29, 2009 by the City Clerk's Office, City Hall, 104 N. Riverside Drive, Edgewater, Florida
32132.
RFP# 09-FN-003
"Insurance Agent of Record for City of Edgewater"
Services to be provided shall include, but not be limited to the following:
Qualifed individuals / firms for an Agent of Record for property and casualty, workers
compensation, group health, and ancillary lines in accordance with the terms,
conditions, and specifications stated herein.
D A pre-proposal conference is not applicable for this solicitation.
A D non-mandatory [g] mandatory pre-proposal conference will be held on, July 22,
2009 commencing promptly at 10:00 a.m., and will be held in the Council Chambers,
104 N. Riverside Drive, Edgewater, Florida 32132.
If this pre-proposal conference is denoted as "mandatory", prospective proposers must
be present in order to submit a proposal response.
All statements shall be made upon the official proposal form, which may be obtained on
the City's E-Procurement site: www.demandstar.com.
City of Edgewater does not discriminate based on age, race, color, sex, religion,
national origin, disability or marital status.
This Public Notice has been posted on the City of Edgewater Finance website:
www.citvofedqewater.orq, www.demandstar.com, and also posted in the Lobby of City
Hall on July 8, 2009.
NON-CCNA
2
PROPOSER'S NON-RESPONSE STATEMENT
RFP# 09-FN-003
"Insurance Agent of Record for City of Edgewater"
The intent of the City of Edgewater Finance Department is to issue solicitations that are
clear, concise, and openly competitive. Therefore, we are interested in ascertaining
reasons for prospective Proposers not wishing to respond to this solicitation.
If your firm is not responding to this RFP, please indicate the reason(s) by checking any
appropriate item(s) listed below and return this form to City of Edgewater Finance
Department, 104 N. Riverside Drive, Edgewater, Florida 32132.
We are not responding to this RFP for the following reason(s):
D Services requested not available through our company.
D Our firm could not meet specifications/scope of work.
D Specifications/scope of work not clearly understood or applicable (too vague,
rigid, etc.)
D Project too small.
D Insufficient time allowed for preparation of response.
D Incorrect address used. Please correct mailing address:
D Other reason(s):
Name of Firm:
Mailing Address:
City, State, Zip:
Telephone No:
Email:
By:
Signature of Representative
NON-CCNA
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AGENDA REQUEST
Date: Auqust 31. 2009
PUBLIC HEARING RESOLUTION ORDINANCE
CONSENT OTHER BUSINESS~ CORRESPONDENCE
ITEM DESCRIPTION:
Refinance the Notes Payable dated August 28,2002 between the Florida Inland Navigation District and City
of Edgewater.
BACKGROUND:
The City entered into an agreement to borrow money from Florida Inland Navigation District (FIND) for land
and improvements in a business/industrial park. The final amount of the note payable is $5,056,567 and shall
be paid in ten equal installmentsof$505,657 each year starting August 26, 2003. The first five years, no
interest shall accrue on the outstanding principal balance. Starting August 26,2007, interest shall begin to
accrue on the outstanding principal balance at an interest rate equal to interest available from the State Board
Administration (SBA).
This Note consolidates amends, renews, replaces and supercedes that certain Promissory Note dated August 28,
2002 executed by the City of Edgewater, Florida ("City"), as borrower, and made payable to the order of the
Holder in the original principal amount of $4,951,935.70 ("Prior Note"). The City acknowledges receipt of a
principal reduction in the amount of $2,229,824.19, to an outstanding principal balance of $2,022,111.51 (the
"Note". The Prior Note is no longer separately negotiable since it has been replaced with this Note.
The refinancing of this Notes Payable will cost the City approximately $30,343.26 in additional interest.
STAFF RECOMMENDATION:
Staff recommends the refinancing of the Promissory Note dated August 28, 2002.
ACTION REQUESTED:
Motion to approve the refinancing and authorization for the Mayor to execute the amendment Contract and
Promissory Note.
FINANCIAL IMPACT:
(FINANCE DIRECTOR)
(SPECIFY IF BUDGET AMENDMENT IS REQUIRED)
PREVIOUS AGENDA ITEM:
DATE:
YES NO ~
AGENDA ITEM NO.
Concurrence:
~~"1:L~v
Robin Matusi
Paralegal
Tracey Barlow
City Manager
AMENDMENT
TO
CONTRACT FOR SALE AND PURCHASE
dated December 24,2001 by and between
FLORIDA INLAND NAVIGATION DISTRICT,
an independent special district authorized under Florida Law,
as Seller, and
CITY OF EDGEW A TER,
a municipal corporation organized and existing under Florida law,
as Buyer.
Portion of V -26.
THIS AMENDMENT ("Amendment") to that certain Contract for Sale and Purchase dated
December 24,2001 between FLORIDA INLAND NAVIGATION DISTRICT ("Seller") and CITY
OF EDGEW A TER ("Buyer") ("Contract") is entered into as of the 28th day of August, 2009 by and
between Seller and Buyer. In consideration of the sum ofTen Dollars ($10.00) and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, Seller and Buyer
hereby agree to amend the Contract as follows, to wit:
1. Subparagraph 3.(b)(l) of the Contract is amended to read:
(b) Additional Compensation. In addition to the Base Price, Buyer shall also pay to Seller
Additional Compensation, which shall be an amount to be calculated and paid as follows:
(1) Calculation. It is the expectation of the parties that Buyer will be selling the
Property to one or more additional purchasers. At such time as the amount(s)
received by Buyer from such sale(s) (net of any broker's commission and reasonable
closing costs) exceed the Base Price, twenty percent (20%) ofthe amount thereof in
excess of the Base Price shall be deemed to be Additional Compensation. Any
amounts received by Buyer after the tenth (10tbj twelfth 02th) anniversary of the
Closing hereunder, shall not be deemed to result in any Additional Compensation.
Buyer shall supply annually to Seller, within thirty (30) days after the first (1 st)
through tenth (10thj twelfth (lih) anniversaries of the Closing, a report indicating
the number of sales, if any, occurring during the year ending on said anniversary, and,
as to each such sale: the number of acres sold, the gross sales price, and the amounts
received by Buyer from sales net of any broker's commission and reasonable closing
costs.
2. Simultaneously with the execution of this Amendment, Buyer shall execute an
Amended and Restated Promissory Note in the form attached hereto as Exhibit "A" and shall make
the payments of principal and interest required therein on the due dates. Buyer shall pay the accrued
interest through August 28,2009 in the amount of$20,165.39 on August 28,2009.
3. Buyer shall reimburse Seller's attorney's fees for preparing the Amendment and the
Amended and Restated Promissory Note.
4. Except as modified by this Amendment, the Contract is ratified, confirmed and
accepted.
EXECUTED as of this _ day of
,2009.
FLORIDA INLAND NA VIGA TION DISTRICT
Board of Commissioners of
Florida Inland Navigation District
By:
Chairman
("Seller")
2
C:\DOCUMENTS AND SETTINGSIIMCKINNEY\LOCAL SETTINGSITEMPORAR Y INTERNET FILESICONTENT.OUTLOOK\345D69YEIAMENDMENT TO CONTRACT FOR SALE
AND PURCHASE (EDGEWATER) (2).DOC
ATTEST:
By:
, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS
By:
, City Attorney
CITY COUNCIL OF THE CITY OF
EDGEWATER, FLORIDA
By:
, Mayor
("Buyer")
C:\Documents and Settings\jmckinney\Local Settings\Temporary Internet Files\Content.Outlook\345D69YE\Amendment to Contract for Sale and
Purchase (Edgewater) (2).doc
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AMENDED AND REST A TED
PROMISSORY NOTE
U.S. $2,022,111.51
August 28,2009
Edgewater, Florida
FOR VALUE RECEIVED, the undersigned promises to pay to the order of FLORIDA
INLAND NA VIGA TION DISTRICT, an independent special district authorized under Florida law,
(hereinafter referred to as "Holder"), the principal sum of Two Million Twenty-Two Thousand, One
Hundred Eleven and 51/1 00 DOLLARS ($2,022,111.51), together with interest thereon from August
28,2009 through August 28, 2014.
Principal shall be paid in six (6) equal annual installments of $337,018.59 each. The first
installment shall be due on August 28, 2009 and each subsequent installment shall be due and
payable on each of the first five (5) anniversary dates of the date of this Note. Notwithstanding any
provision contained herein to the contrary, the entire principal shall be due and payable within thirty
(30) days of the date that the last of the "Property" (as defined in that certain Contract for Sale and
Purchase dated December 24,2001 between the Holder as Seller and the undersigned as Buyer) has
been sold by the undersigned.
Interest shall accrue at an interest rate equal to the rate of interest available from the Local
Investment Trust Fund of the State Board of Administration on August 28, 2009. Interest shall
continue to accrue at that rate throughout the year and shall be due and payable simultaneously with
the principal payment due on the first anniversary of August 28, 2009. The interest rate for each
subsequent year shall be adjusted on each anniversary date to the interest rate available from the
State Board of Administration on that anniversary date and shall accrue throughout that year and
shall be due and payable simultaneously with the next principal payment.
The principal amount due hereunder and any accrued interest thereon may be prepaid in full
or in part at any time without penalty. Upon default, unpaid principal and any accrued interest
thereon shall accrue at the maximum rate permitted by law, or 18% per annum, whichever is less.
Payments shall be delivered to Holder at 1314 Marcinski Road, Jupiter, Florida 33477 unless
holder gives written notice of a change of address.
The remedies of the Holder, as provided herein shall be cumulative and concurrent, and may
be pursued singularly, successively or together, at the sole discretion of the Holder, and may be
exercised as often as occasion therefor shall arise. No act of omission or commission ofthe Holder,
including specifically any failure to exercise any right, remedy or recourse, shall be deemed a waiver
or release of the same, such waiver or release to be effected only through a written document
executed by the Holder and then only to the extent specifically recited therein. A waiver or release
with reference to anyone event shall not be construed as continuing, as a bar to, or as a waiver or
release of, any subsequent right, remedy or recourse as to a subsequent event. A release of any party
hereto shall not constitute a release to any other party.
In the event an attorney is employed by the Holder to enforce or defend any provisions of this
instrument, the undersigned agrees to pay all Holder's costs and expenses, including attorney's fees
and costs, including appellate and post-judgment collection proceedings incurred in collecting this
Note by legal proceedings or through an attorney.
All persons or corporations now or at any time liable, whether primarily or secondarily, for
the payment of the indebtedness hereby evidenced, for themselves, their heirs, legal representatives,
successors and assigns, respectively, hereby (1) expressly waive presentment, demand, notice of
dishonor, protest, notice of non-payment or protest, and diligence in collection; (2) consent that the
real or collateral security or any part thereof may be released, exchanged, added to or substituted for
by the Holder hereof, without in any way modifying, altering, releasing, affecting or limiting their
respective liability of the lien of any security instrument; and (3) agree that the Holder, in order to
enforce payment of this Note, shall not be required first to institute any suit or to exhaust any of its
remedies against the undersigned, or any other person or party to become liable hereunder.
This Note shall be construed and enforced in accordance with the laws ofthe State of Florid a
and shall be binding on the successors and assigns of the parties hereto.
State documentary stamps are not required to be paid or affixed to this Note. Time is of the
essence of this Note. There shall be a fifteen (15) day grace period.
This Note consolidates, amends, renews, replaces and supercedes that certain Promissory
Note dated August 28,2002 executed by the City of Edgewater, Florida ("City"), as borrower, and
made payable to the order of the Holder in the original principal amount of$4,951,935.70 ("Prior
Note"). Holder acknowledges receipt ofa principal reduction in the amount of$2,229,824.19, to an
outstanding principal balance of $2,022, 111.51 (the "Note"). It is the intention of Holder and City
that while this Note amends, renews, replaces and supercedes the Prior Note, it is not a payment or
satisfaction of the Prior Note, but rather is the substitution of one evidence of debt for another
without any intent to extinguish the debt. Should there be any conflict among any of the terms of the
Prior Note and the terms ofthis Note, the terms of this Note shall control. The Prior Note is attached
hereto and made a part hereof. The Prior Note is no longer separately negotiable since it has been
replaced with this Note.
THE UNDERSIGNED HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR SUBSEQUENT
PROCEEDING, BROUGHT BY EITHER HOLDER, THE UNDERSIGNED OR ANY
GUARANTOR OF ANY OBLIGATION CREATED UNDER THIS NOTE OR ANY OF THE
OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH
AGAINST ANY OR ALL OF THE OTHERS ON ANY MATTERS WHATSOEVER ARISING
OUT OF, OR IN ANY WAY RELATED TO THIS NOTE, OR ANY OF THE OTHER
DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH.
2
C:\Data\Debt\Promissory Note - Amended 08-28-09 (2).doc
IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as of
the day and year first above written.
Signed, sealed and delivered
in the presence of:
CITY:
ATTEST:
CITY OF EDGEW A TER, FLORIDA
a municipal corporation of the State of Florida
By:
City Clerk
Print Name:
Print Name:
Title:
For the use and reliance only by the City
of Edgewater, Florida. Approved as to
form and legality this day of
,2009.
APPROVED BY THE CITY COUNCIL OF
THE CITY OF EDGEWATER AT A
MEETING HELD ON THIS DAY
OF , 2009 UNDER
AGENDA ITEM NO.
City Attorney
3
C:\Data\Debt\Promissory Note - Amended 08-28-09 (2).doc
Current Loan Amortization Schedule
Enter values
Loan amount $2,022,111 .51
Annual interest rate 1.50 %
Loan period in years 4
Number of payments per year 1
Start date of loan 8/28/2009
Loan summary
Scheduled payment $ 505,656.67
Scheduled number of payments 4
Actual number of payments 4
Total interest $ 65,651.31
Pmt Beginning Scheduled Cumulative
No. Payment Date Balance Principal Interest Total Payment Interest
1 8/28/2009 $ 2,022,111.51 $ 505,656.67 $ 20,165.39 $ 525,822.06 $ 20,165.39
2 8/28/2010 1,516,454.84 505,656.67 22,746.82 528,403.49 42,912.21
3 8/28/2011 1,010,798.17 505,656.67 15,161.97 520,818.64 58,074.19
4 8/28/2012 505,141.50 505,656.67 7,577.12 513,233.79 65,651.31
Proposed Loan Amortization Schedule
Enter values
Loan amount $2,022. 111 .51
Annual interest rate 1.50 %
Loan period in years 6
Number of payments per year 1
Start date of loan 8/28/2009
Loan summary
Scheduled payment $ 337,018.59
Scheduled number of payments 4
Actual number of payments 6
Total interest $ 95,994.57
Pmt Beginning Scheduled Cumulative
No. Payment Date Balance Principal Interest Total Payment Interest
1 8/28/2009 $ 2,022,111.51 $ 337,018.59 $ 20,165.39 $ 357,183.98 $ 20,165.39
2 8/28/2010 1,685,092.92 337,018.59 25,276.39 362,294.98 45,441.78
3 8/28/2011 1,348,074.33 337,018.59 20,221.11 357,239.70 65,662.90
4 8/28/2012 1,011,055.74 337,018.59 15,165.84 352,184.43 80,828.73
5 8/28/2013 674,037.15 337,018.59 10,110.56 347,129.15 90,939.29
6 8/28/2014 337,018.56 337,018.59 5,055.28 342,073.87 95,994.57
Cost of Capital 30,343.26