42. [Other/TBD]
PART E. Other Key WIFIA Loan Documents
43. WIFIA Bond The bond issued and delivered by the Borrower in substantially the form of Exhibit A (Form of WIFIA
Bond).
44. Indenture That certain [Indentur e of Trust], dated [as of] [___], 2022, between the Borrower and the Trustee.
45. Installment Purchase
Agreement
That certain [Installment Purchase Agreement], dated [as of] [___], 2022, between the City and the Borrower.
46. WIFIA Term Sheet WIFIA term sheet, dated as of [the Effective Date], between the Borrower and the WIFIA Lender.
47. [Other/TBD]
PART F. Fees
48. Servicing Set-Up Fee A serv icing set-up fee equal to $10,790.00. 221
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No. Item WIFIA Loan Specific Term
49. Construction Period Servicing
Fee
An annual construction period servicing fee equal to
$10,790.00.
50. Initial Construction Period
Servicing Fee
The initial Construction Period Servicing Fee in a pro- rated amount equal to $3,590.00.4
51. Operating Period Servicing Fee An annual operating period servicing fee equal to $8,100.00.
PART G. Borrower Related Notices
52. Borrower notice details [ Name]5
[Address]
Attention: [___]
Email: [___]
53. City notice details [ Name]6
[Address]
Attention: [___]
Email: [___]
54. Trustee notice details [ Name]7
[Address]
Attention: [___]
Email: [___]
4 Note to Borrower: The pro-rated construction servicing fee amount assumes a current closing date in May, 2022. 5 Note to Borrower: Borrower to provide.
6 Note to Borrower/City: Borrower/City to provide.
7 Note to Borrower/Trustee: Borrower to provide.
222
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SCHEDULE II
PROJECT DETAILS
PART A. Project Budget. 1
PART B. Construction Schedule.
Projected Substantial Completion Date: [___]
PROJECT ELEMENT DESIGN
COMPLETION
CONSTRUCTION
START
CONSTRUCTION
END
1 To be provided by WIFIA Underwriter (in consultation with WIFIA Engineer and Borrower).
SOURCES OF FUNDS AMOUNT ($ USD) PERCENTAGE (%)
[___]
Total Sources of Funds
USES OF FUNDS AMOUNT ($ USD) PERCENTAGE (%)
[___]
Total Uses of Funds
Total Eligible Project Costs
Total Project Costs
223
Schedule II-2
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PART C. Existing Construction Contracts. 2
Contract Name Effective
Date
Amount Parties Description
2 Note to Borrower: Borrower to provide.
224
Schedule III-A-1
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SCHEDULE III-A
BORROWER DISCLOSURES1
PART A. Existing Indebtedness.
1. Senior Obligations
1. [Series [___] senior revenue bonds, issued pursuant to the [___], dated [___], maturing on [___]]
[Loan agreement, dated [___], between the Borrower and
[
___], maturing on [___]]
2. 3.
4. 5.
2. Subordinated Obligations
1. [Series [___] subordinate revenue bonds], issued pursuant to the [___], dated [___], maturing on [___]
[Loan agreement, dated [___], between the Borrower and [___], maturin
g on [___]]
2. 3.
4. 5.
1 Note to Borrower: Borrower to complete.
225
Schedule III-A-2
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PART B. Litigation Disclosure.
[___]
2 No. Parties Date Initiated Description / Status Venue
PART C. Environmental Matter Disclosure.
[___]
3 2 Include “None” if no litigation disclosures are necessary. 3 Include “None” if no environmental matter disclosures are necessary. 226
Schedule III-B-1
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SCHEDULE III-B
CITY DISCLOSURES1
PART A. Existing Indebtedness.
1. Senior Obligations
1. 2.
3. 4.
5. 2. Subordinated Obligations
1. 2.
3. 4.
5. 1 Note to City: City to complete.
227
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PART B. Litigation Disclosure.
[___]
2 No. Parties Date Initiated Description / Status Venue
PART C. Environmental Matter Disclosure.
[___]
3 2 Include “None” if no litigation disclosures are necessary. 3 Include “None” if no environmental matter disclosures are necessary. 228
Schedule IV-1
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SCHEDULE IV
REQUISITION PROCEDURES
This Schedule IV sets out the procedures which the City agrees to follow in submitting Requisitions for any Disbursement of the WIFIA Loan. Pursuant to the Installment Purchase Agreement, the Borrower has appointed the City as its agent to request funds from time to time under this Agreement and the City has accepted such appointment and assumed all rights, liabilities, duties and responsibilities of the Borrower under this Ag reement regarding the requisition of funds from time to time under this Agreement. 17 The City expressly agrees to the
terms hereof, and further agrees that (i) the righ ts of the WIFIA Lender c ontained herein are in addition to (and not in lieu of) any other rights or remedies available to the WIFIA Lender under the WIFIA Loan Documents, and (ii) nothing cont ained herein shall be construed to limit the rights of the WIFIA Lender to take actions including administrative enforcement action and actions for breach of contract against the City if it fails to carry out its obligations under the WIFIA Loan Agreement during the term thereof.
PART A. General Requirements.
(a) Manner of Request: All requests by the C ity for a Disbursement shall be made in writing by electronic submission to the WIFIA Lender, in accordance with Section 35 ( Notices) of the WIFIA Loan Agreement.
(b) Required Documentation: Any request by the City should incl ude the submission of:
(i) a Requisition, in the form attached as Exhibit D ( Form of Requisition ), completed and executed by the City’s Authorized Representative, and otherwise in form and substance satisfactory to the WIFIA Lender; and
(ii) all Eligible Project Costs Docu mentation that has not otherwise been provided to the WIFIA Lender in accordance with Part C of Schedule V ( Reporting Requirements) of the WIFIA Loan Agreement.
(c) Timing: Any request for a Disbursement must be received by the WIFIA Lender and the Servicer (if any) at or before 5:00 P.M. (Eastern Time) on either:
(i) the first (1 st) Business Day of a calendar mo nth in order to obtain the requested Disbursement by the fifteenth (15th) day of such calendar month; (ii) the fifteenth (15 th) day of a calendar month, in order to obtain the requested Disbursement by the first (1st) day of the immediately following calendar month; provided, that, (x) if any such day is not a Business Day, the Disbursement request or payment (as the case may be) shall be made by the next succeeding Business Day; (y)
17 Note to Borrower: Please add appointment language to Installment Purchase Agreement. 229
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the City shall not request to receive more than one (1) Disbursement per month or every thirty (30) days (whichever is longer); and (z) no Disbursements shall be made after the Final Disbursement Date.
230
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PART B. WIFIA Lender Review Process .
(a) The WIFIA Lender shall review the Requisition and the Eligible Project Costs Documentation for compliance with WIFIA Disbursement requirements. (b) If a Requisition is approved by the WIFIA Lender, the WIFIA Lender will notify [the Borrower][and][the City] of such approval and of the am ount so approved. A Requisition containing an apparent mathematical error w ill be corrected by th e WIFIA Lender, after telephonic or email notification to [the Borrower][and][the City], and will thereafter be treated as if submitted in the corrected amount. If the amount requested for Disbursement in the Requisition exceeds the available balance of the WIFIA Loan proceeds remaining to be disbursed, the Disbursement request will be trea ted as if submitted in th e amount of the balance so remaining, and the WIFIA Lender will so notify [the Borrower][and][the City]. (c) The WIFIA Lender shall be entitled to w ithhold approval (in whol e or in part) of any pending or subsequent requests for the Disbursement of WIFIA Loan proceeds if: (i) a Default or an Event of Default shall have occurr ed and be continuing or (ii) the Borrower or the City (1) knowingly takes any action, or omits to take any action, amounting to fraud or violation of any applicable law, in connect ion with the transactions contem plated hereby; (2) prevents or materially impairs the ability of the WIFIA Lender to monitor complia nce by the Borrower or the City with applicable law pertaining to the Project or with the terms and conditions of the WIFIA Loan Agreement; (3) fails to observe or comp ly with any applicable law, or any term or condition of the WIFIA Loan Agreement; (4) fails to satisfy the conditions set forth in Section 4 (Disbursement Conditions ) and Section 11(b) ( Conditions Precedent to Disbursements ) of the WIFIA Loan Agreement; or (5) fails to deliver Eligible Project Costs Documentation satisfactory to the WIFIA Lender at the times and in the manner specified by the WIFIA Loan Agreement; provided, that in such case of sub-clause (5) above, the WIFIA Lender may, in its sole discretion, partially approve a Requisition in respect of a ny amounts for which adequate Eligible Project Costs Documentation has been provided and may, in its sole discretion, di sburse in respect of such properly documented amounts. The WIFIA Lender will notify [the Borrower][and][the City] of any withholding, and the reasons therefor.
(d) A Requisition may be rejected in whole or in part by the WIFIA Lender if it is: (i) submitted without signature; (ii) submitted under signature of a Person other than a City’s Authorized Representative; (iii) submitted after prior Disbursement of all proceeds of the WIFIA Loan; or (iv) submitted without adequate Elig ible Project Costs Documentation. The WIFIA Lender will notify [the Borrower][and][the City] of any Requisition so rejected, and the reasons therefor. Any Requisition rejected for the reas ons specified under this paragraph (d) must be resubmitted in proper form in order to be considered for approval.
231
Schedule V-1
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SCHEDULE V
REPORTING REQUIREMENTS
PART A. Updated Financial Model/Plan.
The City shall provide to the WIFIA Lender, not later than one hundred eighty (180) days after the end of each City Fiscal Year , an Updated Financial Model/Plan. The Updated Financial Model/Plan shall reflect the City’s reasonable expectations, using assumptions that the City believes to be reasonable, and include: (a) the City’s capital improvement plan, major maintenance plan, projected rates and charges, projected debt outstanding and annual debt service, projected Revenues and projected Operating Expenses for a reasonable projection period consistent with the City’s opera ting and financial planning and de monstrating that the City has developed and identified adequate revenues to implement a plan for operating, maintaining, and repairing the Project; (b) evidence of compliance with the Rate Covenant for the most recent City Fiscal Year for which the City’s Financial Statements are available and the projected debt service coverage ratios (incl uding projected Rate Covenant c overages) through the Forecast Period; and (c) a written narrative identifyi ng any material changes to the underlying assumptions from the previous Updated Financial Model/Plan.
PART B. Annual Financial Statements .
The City shall deliver to the WIFIA Lender, as soon as available, but no later than one hundred eighty (180) days after the end of each City Fisc al Year, a copy of the audited income statement and balance sheet of the City as of the end of such City Fiscal Year and the related audited statements of operations and of cas h flow of the City for such City Fiscal Year, (a) setting forth in each case in comparative form the figures for the previous fiscal year, (b) certified without qualification or exception, or qualifi cation as to the scope of the a udit, by an independent public accounting firm selected by the City, and (c) which shall be complete and co rrect in all material respects and shall be prepar ed in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except, with respect to the annual financial statements, for changes approved or required by the independent public accountants certifying such statements and disclosed therein).
PART C. Construction Monitoring .
(a) The WIFIA Lender shall have the right in its sole discretion to monitor (or direct its agents to monitor) the development of the Project, including environmental compliance, design, and construction of the Project. The City shall be responsible for administering construction oversight of the Pr oject in accordance with applic able federal, state and local governmental requirements. The City agrees to cooperate in good faith with the WIFIA Lender in the conduct of such monitoring by promptly providing th e WIFIA Lender with such reports, documentation or other information as shall be requested by the WIFIA Lender or its agents, including any independent engineer reports, documentation or information. 232
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(b) Construction Monitoring Report. Du ring the period beginning from the first quarter following bid advert isement of the first Constructi on Contract for the Project, through and until Substantial Completion of the Pr oject, the City shall furnish to the WIFIA Lender, on a quarterly basis, the Construction M onitoring Report. The report shall be delivered to the WIFIA Lender within thirty (30) days of the end of each such quarter (or if such day is not a Business Day, on the next following Business Da y). If the then-current projection for the Substantial Completion Date is a date different than the Projected Substantial Completion Date, the City shall provide in the Construction Monitoring Report a description in reasonable detail to the reasonable satisfaction of th e WIFIA Lender of the reasons for such projected delay or difference. The Projected Substantial Completion Date shall automatically be adjusted to the new date specified by the City in the Constructi on Monitoring Report unless the WIFIA Lender objects to the adjustment in writi ng to the City within sixty (60) days following receipt of such Construction Monitoring Report on the basis that such report does not demonstrate the matters specified in this paragraph.
(c) Quarterly Certification of Eligible Project Costs. If requested by the WIFIA Lender, on a basis not more frequently than quarterly, the City shall submit to the WIFIA Lender, concurrently with the delivery of the Construction Monitoring Re port, a certificate, in the form of Exhibit E (Form of Certification of Eligib le Project Costs Documentation ), signed by the City’s Authorized Representative, and att aching Eligible Project Costs Documentation as applicable. If there are no applicable Eligible Pr oject Costs for such quart er, the City may notify the WIFIA Lender by written confir mation of the same by email in accordance with Section 35 (Notices) of the WIFIA Loan Agreement. Within sixt y (60) days following the receipt of such certificate and accompanying Eligible Project Cost s Documentation (if applicable), the WIFIA Lender shall notify the City confirming (i) which E ligible Project Costs incurred by the City set forth in the certification have been approved or de nied (and, if denied, the reasons therefor) and (ii) the cumulative amount of E ligible Project Costs that have b een approved as of the date of such notice. Any such approved am ounts of Eligible Project Costs shall then be deemed to be available for Disbursement at such time as the City submits a Requisition in respect of such approved amounts in accordance with Section 4 (Disbursement Conditions). (d) Final Specifications. The City shall deliver to the WIFIA Lender, prior to bid advertisement for the Project (including each sub-project or component, if applicable), a copy of the final specifications relating to the development and construction of the Project (or such sub-project or component, as the case may be), demonstrating compliance with all applicable federal requirements and including a summary of the scope of work thereunder. (e) [Reserved]
PART D. Public Benefits Report .
The City shall deliver to the WIFIA Lender the Public Benefits Report (a) no later than thirty (30) days prior to the Effective Date, (b) with in ninety (90) days following the Substantial Completion Date and (c) within ninety (90) days following the fifth (5 th) anniversary of the Substantial Completion Date. The Borrower and the City each agr ee that information described in the Public Benefits Report may be made publicly available by the WIFIA Lender at its discretion.
233
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1378234.01-WASSR02A - MSW
PART E. Notices .
(a) The Borrower and the City shall e ach, within fifteen ( 15) days (or such other time as may be specified belo w) after the Borrower or the Cit y, as applicable, learns of the occurrence, give the WIFIA Lender notice of any of the following events or receipt of any of the following notices, as applicable, setting forth details of such event:
(i) Substantial Completion: the occurrence of Substantial Completion, such notice to be provided in the form set forth in Exhibit G (Form of Certificate of Substantial Completion);
(iii) Defaults; Events of Default: any Default or Event of Default; (iv) Litigation: (1) the filing of a ny litigation, suit or action, or the commencement of any proceeding, against the Borrower or the City, as applicable, before any arbitrator, Governmental Authority, al ternative dispute resolution body, or other neutral third-party, that could reasonably be expected to have a Material Adverse Effect, and (2) any final, non-appealable judgment related to the Pledge d Collateral, System Revenues or Net System Revenues, that coul d reasonably be expected to result in the impairment of (A) the Borrower’s or the City’s ability to comply with any of its payment obligations under the WIFIA Bond or this Agreement, as applicable, or (B) the existence, priority or perfection (if app licable) of the WIFIA Lender’s security interest in the Pledged Collateral or the Borrower’s security interest in the Net System Revenues; (v) Delayed Governmental Approvals: any failure to receive or delay in receiving any Governmental Approva l or making any required filing, notice, recordation or other demonstrat ion to or with a Governmental Authority, in each case to the extent such failure or delay will or could reasonably be expected to result in a delay to any major milestone date (including the Projected Substantial Completion Date) set forth in the Construction Schedule, t ogether with a written explana tion of the reasons for such failure or delay and the City’s plans to reme dy or mitigate the effects of such failure or delay;
(vi) Environmental Notices: any material notice of violation related to the Project or any material change to the Pr oject that could reasonably be expected to affect the NEPA Determination;
(vii) Amendments: except as otherwise agreed by the WIFIA Lender in writing, copies of any fully executed am endments, modifications, replacements or supplements to any Related Document; provided, that such notice may be accomplished through the posting of the relevant doc uments on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement; (viii) Related Document Defaults: any material breach or default or event of default on the part of the Borrower or the City or any other party under any Related Document; provided, that such notice may be accomplished through the posting of the relevant documents on EMMA under th e WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
234
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1378234.01-WASSR02A - MSW
(ix) Uncontrollable Force: the occurrence of any Uncontrollable Force that could reasonably be expected to materially and adversely affect the Project; (x) Ratings Changes: any change in the rating assigned to the WIFIA Loan or any Obligations, in each case by a ny Nationally Recognized Rating Agency that has provided a public rating on such indebtedness, and a ny notices, reports or other written materials (other than those that are mi nisterial in nature) received from any such rating agencies; provided, that such notice may be accomplished through the posting of the relevant documents on EMMA under the WI FIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
(xi) 2 C.F.R. § 180.350 Notices: any no tification required pursuant to 2 C.F.R. § 180.350, whether attributable to a failure by the Borrower or the City to disclose information previously required to have been disclosed or due to the Borrower or the City or any of its principals meeting any of the criteria set forth in 2 C.F.R. § 180.335; (xii) Issuance of Obligations: copies of any final issuing instrument (together with any continuing disclosure documents, ordina nces, official statement, certifications or cash flow projections in c onnection therewith), prepared in connection with the incurrence of any Permitted Debt (including any Additional Obligations), together with a confirmation by the Borrower or the City, as app licable, that such additional indebtedness sati sfies the applicable requirements under the definition of “Permitted Debt”; provided, that such notice may be accomplished through the posting of the relevant documents on EMMA under the WI FIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
(xiii) Postings on EMMA: the posting of any document on EMMA in accordance with the requirements of any con tinuing disclosure agreement or similar document with respect to any Outstanding Obligations relating to annual financial information and operating data and the reporting of significant events; provided, that such notice may be accomplished through the posting of the relevant document on EMMA under the WIFIA CUSIP Number with a reference to the re levant WIFIA provision of this Agreement;
(xiv) SAM / UEI: any change in the Borrower’s or the City’s SAM registration status (including any exclusions, expiration or inactive registration) or UEI Number (including any expiration or change in effectiveness); provided, that such notice may be accomplished through the posting of the relevant document on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
(xv) Reorganization, Consolidation or Merger: the occurrence of any reorganization, consolidation, or merger, together with th e agreements and documents authorizing the reorganization, consolidation or merger; and (xvi) Fiscal Year: any change to or adoption by the Borrower of any fiscal year other than the Initial Borrower Fiscal Year or any change to or adoption of any 235
Schedule V-5
1378234.01-WASSR02A - MSW
fiscal year by the City other than the prev iously applicable City Fiscal Year; provided, that such notice may be accomplished through the posting of the relevant document on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
(xvii) Other Adverse Events: the occurrence of any other event or condition, including without limitation any notice of breach from a contract counterparty or any holder of any Obligations, that could reasonably be expected to result in a Material Adverse Effect; and
(xviii) Draws on WIFIA Debt Service Reserve Account: the occurrence of any draws on the WIFIA Debt Service Rese rve Account to fund payments of interest on or principal of the WIFIA Bond when due.
(b) The Borrower and the City each shall, at any time while the WIFIA Loan remains Outstanding, promptly deliver to th e WIFIA Lender such additional information regarding the business, financial, legal or organizational affairs of the Borrower or the City or regarding the System, the Project or the System Revenues as the WIFIA Lender may from time to time reasonably request. The Borrower and the City each agrees that the delivery of any documents or information under and pursuant to this Agreement shall not be construed as compliance with, or affect in any manner, any ob ligations of the Borrower or the City under any other contracts, agreements, d ecrees, Governmental Approvals, or other documents with EPA (other than the WIFIA Loan Documents) or the Federal Government.
236
Schedule VI-1
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SCHEDULE VI
WIFIA LOAN AMORTIZATION SCHEDULE1
[To be attached with final interest rate on the Effective Date]
1 WIFIA Underwriter to work with Borrower to provide an initial amortization schedule that is shared with the transaction team prior to closing. The final schedule will be finalized on the day of closing to account for the final interest rate.
237
Exhibit A-1
1378234.01-WASSR02A - MSW
EXHIBIT A
FORM OF WIFIA BOND
THE CITY OF OXNARD FINANCE AUTHORITY
AQUIFER STORAGE RECOVERY PROJECT
(WIFIA ID – N20107CA)
WIFIA BOND
Interest Rate Final Maturity Date Dated Date WIFIA CUSIP [___]%, subject to the
Default Rate (as
defined and in
accordance with the
WIFIA Loan
Agreement)
June 1, 2061, subject
to adjustment as set
forth in the WIFIA
Loan Agreement
[___] [___]
Registered Owner UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and throug h the Administrator of the Environmental Protection Agency
Maximum Principal
Amount
$[___] (excluding capitalized interest, if any)
THE CITY OF OXNARD FINANCE AUTHORITY , a joint exercise of powers agency duly organized and existing under the laws of the State of California (the “ Borrower”), for value received, hereby promises to pay to the order of the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator of the United States Environmental Prot ection Agency, or it s assigns (the “ WIFIA Lender”), the lesser of (x) the Maximum Principal Amount se t forth above and (y) the aggregate unpaid principal amount of all Disbursements made by the WIFIA Lender (such lesser amount, together with any interest that is capitalized and added to principal in accordance with the provisions of the WIFIA Loan Agreement (as defined below), being hereinafter referred to as the “Outstanding Principal Sum ”), together with accrued and unpaid interest (including, if applicable, interest at the Default Rate, as defined in the WIFIA Lo an Agreement) on the Outstanding Principal Sum and all fees, co sts and other amounts payable in connection therewith, all as more fully described in that certain WIFIA Loan Agreement, dated as of the date hereof, between the WIFIA Lender, the Borro wer and the City of Oxnard, a municipal corporation duly organized and existing under th e laws of the State of California (the “ City”) 238
Exhibit A-2
1378234.01-WASSR02A - MSW
(the “ WIFIA Loan Agreement ”). All capitalized terms used in this WIFIA Bond and not defined herein shall have the meanings set forth in the WIFIA Loan Agreement.
The WIFIA Debt Service hereof shall be payable in the amounts, manner and on the Payment Dates as set forth in the WIFIA Loan Amortization Schedule in accordance with the WIFIA Loan Agreement (which WIFIA Loan Am ortization Schedule may be revised from time to time in accordance with the WIFIA Loan Ag reement), until paid in full (which Loan Amortization Schedule, as modified from time to time in accordance with the terms of the WIFIA Loan Agreement, is incorporated in an d is a part of this WIFIA Bond). The WIFIA Lender is hereby authorized to modify the WI FIA Loan Amortization Schedule from time to time to reflect the amount of each Disbursement made thereunder and the date and amount of principal or interest paid by the Borrower ther eunder and otherwise in accordance with the terms of the WIFIA Loan Agreement. Absent manife st error, the WIFIA Lender’s determination of such matters as set forth on the WIFIA Loan Amortization Schedule to the WIFIA Loan Agreement shall be conclusive evidence thereof; provided, however, that neither the failure to make any such recordation nor any error in such recordation shall affect in any manner the Borrower’s obligations hereunder or under any other WIFIA Loan Document.
Payments hereon are to be made in accordance with Section 8(b) ( Manner of Payment ) and Section 35 ( Notices) of the WIFIA Loan Agreement as the same become due. Principal of and interest on this WIFIA Bond shall be made in Dollars and in immediately available funds (without counterclaim, offset or deduction). Any payment in respect of the WIFIA Bond shall be treated as a payment in respect of the WIFIA Loan and any prepayment of principal in respect of the WIFIA Loan shall be treated as a redempti on in respect of the WIFIA Bond. If the Final Maturity Date is adjusted in accordance with th e WIFIA Loan Agreement, the due date of this WIFIA Bond shall be deemed to be amended to change the due date to such revised Final Maturity Date without any further action requi red on the part of the Borrower or the WIFIA Lender and such amendment shall in no way amend, m odify or affect the other provisions of this WIFIA Bond without the prior written agreemen t of the WIFIA Lender. Any such amendment shall be reflected in a revised Loan Amortization Schedule.
This WIFIA Bond has been executed under a nd pursuant to the WIFIA Loan Documents and is issued to evidence the obligation of the Borrower under the WIFIA Loan Documents to repay the loan made by the WIFIA Lender and a ny other payments of a ny kind required to be paid by the Borrower under the WIFIA Loan Ag reement or the other WIFIA Loan Documents referred to therein. Reference is made to the WIFIA Loan Agreement for all details relating to the Borrower’s obligations hereunder.
Payment of the obliga tions of the Borrower under this WIFIA Bond is secured pursuant to the Indenture. This WIFIA Bond is a Bond (as such term is defined in the Indenture), entitled to all of the benefits of a B ond under the Indenture. The Lien on the Pledged Collateral securing this WIFIA Bond for the benefit of the WIFIA Lende r is (i) the exclusive senior priority Lien with respect to the Pledged Collateral and (ii) seni or in right of payment a nd right of security to the Lien on the Pledged Collateral in favor of the Subordinated Obligations.
This WIFIA Bond may be prepaid at the option of the Borrower in whole or in part (and, if in part, the principal installments and amounts thereof to be prepaid are to be determined in 239
Exhibit A-3
1378234.01-WASSR02A - MSW
accordance with the WIFIA Loan Agreement; provide d, however, such prepayments shall be in principal amounts of at least $1,000,000 or any integral multiple of $1 in excess thereof), without penalty or premium, and otherwise in accordance with the WIFIA Loan Agreement.
Any delay on the part of the WIFIA Lender in exercising any right hereunder shall not operate as a waiver of any such right, and any waiver granted with respect to one default shall not operate as a waiver in the event of any subsequent default.
All acts, conditions and things required by the Constitution and laws of the State to happen, exist, and be performed precedent to a nd in the issuance of this WIFIA Bond have happened, exist and have been performed as so re quired. This WIFIA Bond is issued with the intent that the federal laws of the United States of America shall govern its construction to the extent such federal laws are a pplicable and the internal laws of the State shall govern its construction to the extent such federal laws are not applicable.
IN WITNESS WHEREOF, THE CITY OF OXNARD FINANCE AUTHORITY has caused this WIFIA Bond to be executed in its name and its seal to be affi xed hereto and attested by its duly authorized officer, all as of the Effective Date set forth above.
(SEAL)
THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
By:______________________________
Name:
Title:
ATTEST:
By:____________________
Name:
Title:
240
Exhibit A-4
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CERTIFICATE OF AUTHENTICATION
This WIFIA Bond is the WIFIA Bond described in the within-mentioned Indenture. [NAME OF TRUSTEE]
By: ___________________________
Authorized Signer
241
Exhibit A-5
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(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the Undersigned hereby unconditionally sells, assigns and transfers unto
(Please Insert Social Security or other identifying number of Assignee(s)):
the within WIFIA Bond and all rights thereunder.
Dated: ________________
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within note in every
particular, without alteration or enlargement or
an
y change whatever.
242
Exhibit B-1-1
1378234.01-WASSR02A - MSW
EXHIBIT B-1
FORM OF BORROWER CLOSING CERTIFICATE
Reference is made to that certain WIFIA Loan Agreement, dated as of [_____], 2022 (the “WIFIA Loan Agreement ”), by and among the City of Oxnard Finance Authority (the “Borrower”), the City of Oxnard (the “ City”), and the United States Environmental Protection Agency, acting by and through the Administrator (the “ WIFIA Lender ”). Capitalized terms used in this certificate and not de fined shall have the respective meanings ascribed to such terms in the WIFIA Loan Agreement.
In connection with Section 11(a) ( Conditions Precedent to Effectiveness ) of the WIFIA Loan Agreement, the undersigned, as the Borrower’s Au thorized Representative, does hereby certify on behalf of the Borrower and not in his/her personal capacity, as of the date hereof:
(a) pursuant to Section 11(a)(v) of the WIFI A Loan Agreement, attached hereto as Annex A is an incumbency certificate that lists all persons, together with their positions and specimen signatures, who are duly authorized by the Borrower to execute the WIFIA Loan Documents to whic h the Borrower is or will be a party, and who have been appointed as a Borro wer’s Authorized Representative in accordance with Section 25 ( Borrower’s and City’s Authorized Representatives) of the WIFIA Loan Agreement;
(b) pursuant to Section 11(a)(ii) of the WIFIA Loan Agreement, the Borrower has delivered to the WIFIA Lender copies of (i) the Indenture, together with any amendments, supplements, waivers or modi fications thereto ( but excluding any document that solely provides for the issuance or incurre nce of Additional Obligations, hedging Obligations or Inte rim Financing) and (ii) any Related Document with respect to which all or a portion of the proceeds are or will be applied to fund all or any portion of Total Project Cost s, in each case that has been entered into on or prior to the Eff ective Date, and each such document is complete, fully executed, and in full for ce and effect, and all conditions contained in the Related Documents that are n ecessary to the closing of the WIFIA transaction contemplated hereby (if any) have been fulfilled; (c) pursuant to Section 11(a)(v)(A) of th e WIFIA Loan Agreement, (i) the maximum principal amount of the WIFIA Loan (excluding any capitalized interest), together with the amount of any other credit a ssistance provided unde r the Act to the Borrower and the City, does not exceed forty-nine percent (49%) of reasonably anticipated Eligible Project Costs; (ii) the aggregate amount of Eligible Project Costs previously incurred prior to the Effective Date does not exceed fifty-one percent (51%) of Eligible Project Costs; and (iii) the total federal assistance provided to the Project, including the maximum prin cipal amount of the WIFIA Loan (excluding any capitali zed interest), does not ex ceed eighty percent (80%) of Total Project Costs;
243
Exhibit B-1-2
1378234.01-WASSR02A - MSW
(d) pursuant to Section 11(a)(v)(C) of the WIFIA Loan Agreement, the Borrower has (i) obtained a FEIN, as evidenced by the Borrower’s W-9 which is attached hereto as Annex B-1, and a UEI Number, in each case as set forth on Part A of Schedule I (WIFIA Loan Specific Terms) to the WIFIA Loan Agreement, and (ii) registered with, and obtained confirmation of ac tive SAM registration status, which confirmation is attached hereto as Annex B-2;
(e) pursuant to Section 11(a)(v)(D) of the WIFIA Loan Agreement, the Borrower has obtained the WIFIA CUSIP Number, as set forth on Part A of Schedule I ( WIFIA Loan Specific Terms ) to the WIFIA Loan Agreement, and which confirmation is attached hereto as Annex C;
(f) pursuant to Section 11(a)(v)(E) of the WIFIA Loan Agreement, the representations and warranties of the Borrower set forth in the WIFIA Loan Agreement and in each other WIFIA Loan Document to which the Borrower is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressl y relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date;
(g) pursuant to Section 11(a)(v)(F) of th e WIFIA Loan Agreement, no Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occu rred or arisen sinc e the date of the Application; and
(h) pursuant to Section 11(a )(vi) of the WIFIA Loan Ag reement, the rating letter delivered to the WIFIA Lender pursuant to such Section 11(a)(vi) has not been reduced, withdrawn or suspended as of the Effective Date.
IN WITNESS WHEREOF, the undersigned has ex ecuted this certificate as of the date first mentioned above.
THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
By: _______________________________
Name:
Title:
244
Exhibit B-1-3
1378234.01-WASSR02A - MSW
ANNEX A TO EXHIBIT B-1
INCUMBENCY CERTIFICATE
The undersigned certifies that he /she is the [Secretary] of the City of Oxnard Finance Authority, a joint exercise of powers agency duly organized and existing under the state of California, (the “ Borrower”), and as such he/she is authori zed to execute this certificate and further certifies that the following persons have been elected or appointed, are qualified, and are now acting as officers or author ized persons of the Borrower in the capacity or capacities indicated below, and that the signatures set fo rth opposite their respective names are their true and genuine signatures. He/She further certifies that any of the officers listed below is authorized to sign agreements and give written instructions with regard to any matters pertaining to the WIFIA Loan Documents as the Borrower’s Authori zed Representative (each as defined in that certain WIFIA Loan Agreement, dated as of the date hereof, between the Borrower, the City of Oxnard, and the United States Environmenta l Protection Agency, act ing by and through the Administrator):
Name Title Signature
[_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________
IN WITNESS WHEREOF, the undersigned has executed this certificate as of this _____ day of [___], 20[__].
THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
By: _______________________________
Name:
Title:
245
Exhibit B-2-1
1378234.01-WASSR02A - MSW
EXHIBIT B-2
FORM OF CITY CLOSING CERTIFICATE
Reference is made to that certain WIFIA Loan Agreement, dated as of [_____], 2022 (the “WIFIA Loan Agreement ”), by and among the City of Oxnard Finance Authority (the “Borrower”), the City of Oxnard (the “ City”), and the United States Environmental Protection Agency, acting by and through the Administrator (the “ WIFIA Lender ”). Capitalized terms used in this certificate and not de fined shall have the respective meanings ascribed to such terms in the WIFIA Loan Agreement.
In connection with Section 11(a) ( Conditions Precedent to Effectiveness ) of the WIFIA Loan Agreement, the undersigned, as the City’s Authori zed Representative, does hereby certify on behalf of the City and not in his/her personal capacity, as of the date hereof:
(a) pursuant to Section 11(a)(v) of the WIFI A Loan Agreement, attached hereto as Annex A is an incumbency certificate that lists all persons, together with their positions and specimen signatures, who are duly authorized by the City to execute the WIFIA Loan Documents to which the C ity is or will be a party, and who have been appointed as a City’s Authorized Representative in accordance with Section 25 ( Borrower’s and City’s Authorized Representatives ) of the WIFIA Loan Agreement;
(b) pursuant to Section 11(a)(ii) of th e WIFIA Loan Agreement, the City has delivered to the WIFIA Lender copies of (i) the Indenture, together with any amendments, supplements, waivers or modi fications thereto ( but excluding any document that solely provides for the issuance or incurre nce of Additional Obligations, hedging Obligations or Inte rim Financing) and (ii) any Related Document with respect to which all or a portion of the proceeds are or will be applied to fund all or any portion of Total Project Cost s, in each case that has been entered into on or prior to the Eff ective Date, and each such document is complete, fully executed, and in full for ce and effect, and all conditions contained in the Related Documents that are n ecessary to the closing of the WIFIA transaction contemplated hereby (if any) have been fulfilled; (c) pursuant to Section 11(a)(v)(A) of th e WIFIA Loan Agreement, (i) the maximum principal amount of the WIFIA Loan (excluding any capitalized interest), together with the amount of any other credit a ssistance provided unde r the Act to the Borrower and the City, does not exceed forty-nine percent (49%) of reasonably anticipated Eligible Project Costs; (ii) the aggregate amount of Eligible Project Costs previously incurred prior to the Effective Date does not exceed fifty-one percent (51%) of Eligible Project Costs; and (iii) the total federal assistance provided to the Project, including the maximum prin cipal amount of the WIFIA Loan (excluding any capitali zed interest), does not ex ceed eighty percent (80%) of Total Project Costs;
246
Exhibit B-2-2
1378234.01-WASSR02A - MSW
(d) pursuant to Section 11(a)(v)(B) of the WIFIA Loan Agreement, the City is in compliance with NEPA and any applicable federal, state or local environmental review and approval requirements with respect to the Project; (e) pursuant to Section 11(a)(v)(C) of the WIFIA Loan Agreement, the City has (i) obtained a FEIN, as evidenced by the City ’s W-9 which is attached hereto as Annex B-1, and a UEI Number, in each case as set forth on Part A of Schedule I (WIFIA Loan Specific Terms ) to the WIFIA Loan Agreem ent, and (ii) registered with, and obtained confirmation of ac tive SAM registration status, which confirmation is attached hereto as Annex B-2;
(f) pursuant to Section 11(a)(v)(E) of the WIFIA Loan Agreement, the representations and warranties of the City set forth in the WIFIA Loan Agreement and in each other WIFIA Loan Document to which the City is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date; (g) pursuant to Section 11(a)(v)(F) of th e WIFIA Loan Agreement, no Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occu rred or arisen sinc e the date of the Application; and
IN WITNESS WHEREOF, the undersigned has ex ecuted this certificate as of the date first mentioned above.
THE CITY OF OXNARD,
by its authorized representative
By: _______________________________
Name:
Title:
247
Exhibit B-2-3
1378234.01-WASSR02A - MSW
ANNEX A TO EXHIBIT B-2
INCUMBENCY CERTIFICATE
The undersigned certifies that he/she is the [Secretary] of the City of Oxnard, a municipal corporation duly organized and existing under the state of California, (the “ City”), and as such he/she is authorized to execute this certificat e and further certifies th at the following persons have been elected or appointe d, are qualified, and are now acti ng as officers or authorized persons of the City in the capacity or capacities indicated below, and that the signatures set forth opposite their respective names are their true and genuine signatures. He/She further certifies that any of the officers listed below is authorized to sign agreements and give written instructions with regard to any matters pertaining to the WIFIA Loan Documents as the City’s Authorized Representative (each as defined in that certain WIFIA Loan Agreement, dated as of the date hereof, between the City of Oxnard Finan ce Authority, the City and the United States Environmental Protection Agency, acting by and through the Administrator):
Name Title Signature
[_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________
IN WITNESS WHEREOF, the undersigned has executed this certificate as of this _____ day of [___], 20[__].
THE CITY OF OXNARD,
by its authorized representative
By: _______________________________
Name:
Title:
248
Exhibit C-1
1378234.01-WASSR02A - MSW
EXHIBIT C
FORM OF PUBLIC BENEFITS REPORT
Pursuant to Section 11(a)(vii)) and Part D of Schedule V ( Reporting Requirements ) of the WIFIA Loan Agreement (as defined below), th e City of Oxnard Finance Authority (the “Borrower”) and the City of Oxnard (the “ City”) are providing this Public Benefits Report in connection with the Aquifer Storage Recove ry (ASR) Project (W IFIA ID – N20107CA).
Capitalized terms used in this certificate and not defined shall have the respective meanings ascribed to such terms in the WIFIA Loan Agr eement dated [on or about the date hereof][___] (the “ WIFIA Loan Agreement ”), between the Borrower, the City and the United States Environmental Protection Agency, acting by and through the Administrator.
Reporting Period: [Prior to the Effective Date][within ninety (90) days following the Substantial Completion Date][within ninety (90) following the fifth (5 th) anniversary of the
Substantial Completion Date]
(i) The number of total jobs and direct jobs projected to be created by the Project during the period between the Effective Date and the Substantial Completion Date:
WIFIA projects that the Project will create [__] total jobs, of which the Borrower projects [__] will be direct jobs.
(ii) Indicate (yes or no) whether the Projec t will assist the Borrow er in complying with applicable regulatory requirements, and if ye s, describe how the project assists with regulatory compliance:
Yes
☐
If yes, additional description: [___]
No
☐
(iii) The Project will assist the Borrower wi th the following environmental measure:
Measure(s): The amount by which the Project will increase the volume of water recycled, recharged, or redirected (measured in MGD capacity at Substantial Completion).
Value: [14.4 MGD (5 wells at 2.88 MGD capacity each)].
249
Exhibit D-1
1378234.01-WASSR02A - MSW
EXHIBIT D
FORM OF REQUISITION
VIA EMAIL
United States Environmental Protection Agency
1 1200 Pennsylvania Avenue NW
WJC-E 7334A
Washington, D.C. 20460
Attention: WIFIA Director
Email: [email protected]
Re: Aquifer Storage Recovery (ASR ) Project (WIFIA ID – N20107CA) Ladies and Gentlemen:
Pursuant to Section 4 ( Disbursement Conditions) and Schedule IV ( Requisition Procedures) of the WIFIA Loan Agreement, dated as of [ date] (the “ WIFIA Loan Agreement ”), by and between THE CITY OF OXNARD FINANCE AUTHORITY (the “Borrower”), THE CITY OF OXNARD (the “ City”), and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator (the “ WIFIA Lender”), the Borrower and the City hereby request a Disbursement in the amount set forth below in respect of Eligible Project Costs paid or incurred by the Borrower and the City. Ca pitalized terms used but not defined herein have the meaning set forth in the WIFIA Loan Agreement.
In connection with this Requisition, the unde rsigned, as the Borrower’s Authorized Representative (except with respect to item 19) and the City’s Authorized Representative (except with respect to item 18), hereby represent and certify the following:
1. Project name Aquifer Storage Recovery (ASR) Project
2. Borrower name The City of Oxnard Finance Authority
3. WIFIA Loan ID N20107CA
4. Borrower UEI Number [___]
5. Borrower FEIN number [___]
6. City UEI Number [___]
7. City FEIN number [___]
8. Requisition number [___]
9. Requested Disbursement amount $[___]
10. Requested date of Disbursement
(the “Disbursement Date”)2
[___]
1 If there is a Servicer for the WIFIA Loan, provide a copy to the Servicer as well and include its notice details here. 250
Exhibit D-2
1378234.01-WASSR02A - MSW
11. Total amounts previously disbursed under the
WIFIA Loan Agreement
$[___]
12. Wire or ACH transfer instructions (please specify
method)
[___]
13. As of the date hereof, and immediately after giving effect to the Di sbursement of WIFIA Loan proceeds requested under this Requisiti on, (a) no Default or Event of Default and no event of default under any other Relate d Document shall have occurred and be continuing and (b) no event that, with the giving of notice or the pass age of time or both, would constitute an event of default unde r any other Related Document, shall have occurred and be continuing.
14. No Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred since the Effective Date.
15. The aggregate amount of all Disbursement s (including the requ ested Disbursement amount under this Requisition but excluding any interest that is capitalized in accordance with the WIFIA Loan Agreement) does not ex ceed (a) the maximum principal amount of the WIFIA Loan or (b) the amount of Eligible Project Costs paid or incurred by the Borrower.
16. The Eligible Project Costs for which reimbursement or payment is being requested has not been reimbursed or paid by any previous disbursement of (a) WIFIA Loan proceeds or (b) any other source of funding for the Project as identified in the Project Budget.
17. The City, and each of the City’s contractors and subcontractors at all tiers with respect to the Project, has complied with all applicable laws, rules, regulati ons and requirements, including 40 U.S.C. §§3141-3144, 3146, and 3147 (relating to Davis-Bacon Act requirements) (and regulations relating th ereto) and 33 U.S.C. §3914 (relating to American iron and steel products). Supporting documentation, such as certified payroll records and certifications for all iron and steel products used for the Project, are being maintained and are available for review upon request by the WIFIA Lender.
18. The representations and warranties of th e Borrower set forth in the WIFIA Loan Agreement and in each other WIFIA Loan Docu ment are true and correct as of the date hereof and as of the Disburse ment Date, except to the extent such representations and warranties expressly relate to an earlier da te (in which case, such representations and warranties are true and correct as of such earlier date).
19. The representations and warranties of the C ity set forth in the WIFIA Loan Agreement and in each other WIFIA Loan Document are true and correct as of the date hereof and as of the Disbursement Date, except to the ex tent such representations and warranties ________________________
(cont’d from previous page)
2 Note this should be the actual disbursement date on which the Borrower requests to receive the funds, not the date that this Requisition form is submitted to the WIFIA Lender. 251
Exhibit D-3
1378234.01-WASSR02A - MSW
expressly relate to an earlier date (in whic h case, such representations and warranties are true and correct as of such earlier date).
20. The Borrower has delivered all required deliverables under and in compliance with the requirements of Schedule V ( Reporting Requirements ), except as has been otherwise agreed by the WIFIA Lender.3
21. The amount hereby being requested for Disburseme nt is with respect to Eligible Project Costs for which [all][a portion][none] of the Eligible Project Cost s Documentation was previously submitted to and approved by the WIFIA Lender in accordance with Schedule IV ( Requisition Procedures ) and Schedule V ( Reporting Requirements ) of the WIFIA Loan Agreement. The [following table below ][attached excel sheet] sets out a summary of any Eligible Project Costs that have not otherwise been previously submitted to the WIFIA Lender for approval, and supporting E ligible Project Costs Documentation in respect of such new Eligible Project Costs is attached hereto. 4
WIFIA USE ONLY
Vendor or
Contractor
Name5
Invoice
Number6
Invoice
Date
Payment
Date
Invoice
Amount
WIFIA
Requested
Amount7
Activity
Type8
Description
of Activity9
Approved
Amount
Notes
The undersigned acknowledges that if the Borrower makes a false, fictitious, or fraudulent claim, statement, submission, or certific ation to the Government in c onnection with the Project, the Government reserves the right to impose on the Borrower the pe nalties of 18 U.S.C. § 1001, to the extent the Government deems appropriate.
3 The most recent quarterly progress report should set out a summary of the progress of construction of the Project, as well as a general description of the work done for which the funds being requisitioned are being applied and a summary of any material changes/risks. If not, PM should request additional information (including a risk register, if applicable).
4 See Schedules IV, V and Exhibit E of the WIFIA Loan Agreement for additional details on EPC Documentation. 5 If seeking reimbursement for internal costs, enter “Internally financed activities.” 6 Vendor’s number indicated on the invoice sent to the Borrower. 7 If the amount requested for reimbursement by the WIFIA Lender is less than the total amount of the invoice, include an explanation for the difference.
8 Specify whether activity is: (a) Development phase activity, which includes planning, preliminary engineering, design, environmental review, revenue forecas ting and other pre-cons truction activities; (b) Construction, which includes construction, reconstruction, re habilitation and replacement activities; (c) Acquisition of real property , which includes acquiring an interest in real property , environmental mitigation, construction contingencies and acquisition of equipment; (d) Carrying costs , including capitalized interest, as necessary to meet market requirements, reasonably required reserve funds, cap ital issuance expenses and ot her carrying costs during construction; (e) WIFIA fees, including for application and credit processing; or (f) Other, with an explanation in the ”Description of Activity” column.
9 Provide a brief description of the activities included in the invoice for which WIFIA funds are being requested and any other notes that will aid in the review of the disbursement request. 252
Exhibit D-4
1378234.01-WASSR02A - MSW
Date: _______________________ THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
By: _______________________________
Name:
Title:
___________________________
The undersigned acknowledges that if the City make s a false, fictitious, or fraudulent claim, statement, submission, or certific ation to the Government in c onnection with the Project, the Government reserves the right to impose on the City the penalties of 18 U.S.C. § 1001, to the extent the Government deems appropriate.
Date: _______________________ THE CITY OF OXNARD,
by its authorized representative
By: _______________________________
Name:
Title:
___________________________
253
Exhibit E-1
1378234.01-WASSR02A - MSW
EXHIBIT E
FORM OF CERTIFICATION OF ELIGIBLE PROJECT COSTS DOCUMENTATION
VIA EMAIL
United States Environmental Protection Agency
1 1200 Pennsylvania Avenue NW
WJC-E 7334A
Washington, D.C. 20460
Attention: WIFIA Director
Email: [email protected]
Re: Aquifer Storage Recovery (ASR ) Project (WIFIA ID – N20107CA) Ladies and Gentlemen:
Pursuant to Part C of Schedule V ( Reporting Requirements ) of the WIFIA Loan Agreement, dated as of [ date] (the “WIFIA Loan Agreement”), by and between THE CITY OF OXNARD FINANCE AUTHORITY (the “ Borrower”), THE CITY OF OXNARD (the “ City”), and the UNITED STATES ENVIRONMENTAL PROTECTI ON AGENCY, acting by and through the Administrator (the “ WIFIA Lender ”), the Borrower hereby presents this certificate in connection with the Borrower’s delivery of Eligible Project Costs Documentation to the WIFIA Lender. Capitalized terms used but not defined herein have the meaning set forth in the WIFIA Loan Agreement.
The undersigned does hereby represent and certify the following:
1. This certificate is being delivered to the WIFIA Lender in connection with the Eligible Project Costs during the period between [___] and [___] (the “Quarterly Period”).
2. A summary of the Eligible Project Costs incu rred, invoiced and/or paid (as the case may be) is set out in the [attached excel sheet][table on the following page:]
1 If there is a Servicer for the WIFIA Loan, provide a copy to the Servicer as well and include its notice details here. 254
Exhibit E-2
1378234.01-WASSR02A - MSW
3. The anticipated sources of fundi ng for such Eligible Project Costs are [listed below][set forth in the attached excel sheet].
4. Supporting Eligible Project Costs Documentation for the above Eligible Project Costs for the Quarterly Period are also attached hereto.6
5. The most recently delivered Construction Mo nitoring Report delivered in accordance with Part C of Schedule V ( Reporting Requirements) sets out a summary of the progress of construction of the Project, no change has occurred since the date of such Construction Monitoring Report that could reasonably be e xpected to cause a Material Adverse Effect, and the Borrower is otherwise in co mpliance with Part C of Schedule V ( Reporting Requirements).
Date: _______________________ THE CITY OF OXNARD FINANCE AUTHORITY 7
By: _______________________________
Name:
Title:
___________________________
2 If the expectation is to seek reimbursement for internal costs, enter “Internally financed activities.” 3 Vendor’s number indicated on the invoice sent to the Borrower. 4 Specify whether activity is: (a) Development phase activity, which includes planning, preliminary engineering, design, environmental review, revenue forecas ting and other pre-cons truction activities; (b) Construction, which includes construction, reconstruction, re habilitation and replacement activities; (c) Acquisition of real property , which includes acquiring an interest in real property , environmental mitigation, construction contingencies and acquisition of equipment; (d) Carrying costs , including capitalized interest on other Project Obligations during construction, as necessary to meet market requirements, reasonably requi red reserve funds, capital issuance expenses and other carrying costs during construction; (e) WIFIA fees , including for application and credit processing; or (f) Other, with an explanation in the ”Description of Activity” column. 5 Provide a brief description of the activities included in the invoice for which WIFIA funds are being requested and any other notes that will aid in the review of the documentation. 6 See Schedules IV and V of the WIFIA Loan Agreement for additional details on EPC Documentation. 7 To be executed by the Borrower’s Authorized Representative.
WIFIA USE ONLY
Vendor or
Contractor
Name2
Invoice
Number3
Invoice
Date
Payment
Date
Invoice
Amount
Activity
Type4
Description
of Activity5
Approved
Amount
Notes
255
Exhibit E-3
1378234.01-WASSR02A - MSW
256
Exhibit F-1
1378234.01-WASSR02A - MSW
EXHIBIT F
FORM OF CONSTRUCTION MONITORING REPORT
VIA EMAIL
United States Environmental Protection Agency
1200 Pennsylvania Avenue NW
WJC-E 7334A
Washington, DC 20460
Attn: WIFIA Director
Email: [email protected]
Re: Aquifer Storage Recovery (ASR) Project (WIFIA ID – N20107CA) This Construction Monitoring Report for the period of [ insert relevant quarterly period ] (the “Quarterly Period”) is provided pursuant to Part D of Schedule V ( Reporting Requirements) of the WIFIA Loan Agreement, dated as of [ date] (the “ WIFIA Loan Agreement ”), by and between THE CITY OF OXNARD FINANCE AUTHORITY (the “Borrower”), THE CITY OF OXNARD (the “ City”) and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through th e Administrator of the Environmental Protection Agency (the “ WIFIA Lender ”). Unless otherwise defined herei n, all capitalized terms in this Construction Monitoring Report have the meanings assigned to those terms in the WIFIA Loan Agreement.
1. Project Status . Provide a narrative summary of the Project’s cons truction progress during the Quarterly Period, including with respect to the Projec t components or sub- projects where appropriate. Complete the table in Appendix A to update the Project scope, schedule, and costs with the latest information.
2. Current Projected Substantial Completion
Date:
If the current Projected Substantial Completion Date differs than the date set forth in the Construction Monitoring Report most recently delivered to the WIFIA Lender (or, if no such report has yet b een provided, the date of the Proj ected Substantial Completion Date set forth in the WIFIA Loan Agreement as of the Effective Date), provide a description in reasonable detail for such projected delay or difference:
3. Material Problems (if any)
257
Exhibit F-2
1378234.01-WASSR02A - MSW
Note any problems encountered or anticipated during the construction of the Project during the Quarterly Period that (1) impedes Project completion within the scope, costs, and schedule outlined in the WIFIA Loan Agreement or (2) relates to unforeseen complications in connection with the construction of the Project. This may include commissioning/start-up issues, constructability issues for the Project as planned, adverse impacts to Project surroundings, changes in or issues with meeting environmental or federal compliance requirements, and unanticipated or abnormal permit approval timelines. Include an assessment of the impact and any current plans to address the problems.
4. Other Matters Related to the Project (if applicable)
Date: _______________________ THE CITY OF OXNARD FINANCE
AUTHORITY
B
y: _______________________________
Name: _____________________________
Title:_______________________________
258
Exhibit F-3
1378234.01-WASSR02A - MSW
APPENDIX A 1 / 2
Project Scope Project Schedule Project Costs
Project
Component
Completed
(Y/N)
Contract/
Vendor
Bid
Advertisem
ent Date
Contract
Award Date
NTP
Effective
Date
Original
Substantial
Completion
Date
Estimated
Substantial
Completion
Date
Original
Contract
Amount
Estimated
Costs to
Complete
Costs
Earned or
Paid to
Date
Total
Table Definitions:
Project Component – project name or ID as tracked by the borrower Complete (Y/N) – indication that project is complete, and no additional updates will be provided Description (program of projects only) – brief overview of scope of work for the project component.
Location (program of projects only) – physical project boundaries Covered by existing NEPA? (program of projects only) – refer to the environmental review documents that is the basis for the NEPA finding. Is the project within the geographic scope and scope of activities described in the documents?
Contract/Vendor – the contract identifier and contractor that is/will be completing the project construction.
Bid Advertisement Date – the date the bid was advertised Contract Award date – the date the contract was awarded NTP Effective date – the effective date to proceed with the construction in the Notice to Proceed Original Substantial Completion Date – the substantial completion date for the given project as noted in the original contract award Estimated Substantial Completion Date – the latest date estimate for substantial completion for the given project component
Original Contract Amount – the original contract award amount Estimated Costs to Complete – the latest cost estimates to complete the given project component Costs Earned or Paid to Date – the latest incurred contract costs for the given project component Total – Total the cost amounts across all project components and contracts
1 Appendix A summarizes all project components that will be bid in the next quarter, are currently under construction, or have completed construction. It should be a cumulative list of projects that is updated each quarter.
A Microsoft Excel spreadsheet with similar table format is acceptable. 2 Include the appropriate option and delete the other option prior to circulating a draft to the Borrower.
Project Scope Project Schedule Project Costs
Project
Compone
nt
Complete
(Y/N)
Descripti
on Location
Covered
by
existing
NEPA?
Contract/
Vendor
Bid
Advertise
ment
Date
Contract
Award
Date
NTP
Effective
Date
Original
Substanti
al
Completi
on Date
Estimate
d
Substanti
al
Completi
on Date
Original
Contract
Amount
Estimate
d Costs
to
Complete
Costs
Earned
or Paid
to Date
Total
259
Exhibit G-1
1378234.01-WASSR02A - MSW
EXHIBIT G
FORM OF CERTIFICATE OF SUBSTANTIAL COMPLETION
[Letterhead of Borrower]
[Date]
VIA EMAIL
United States Environmental Protection Agency
1200 Pennsylvania Avenue NW
WJC-E 7334A
Washington, DC 20460
Attn: WIFIA Director
Email: [email protected]
Project: Aquifer Storage Recovery (ASR) Project (WIFIA ID – N20107CA) Dear Director:
This Notice is provided pursuan t to Part E of Schedule V ( Reporting Requirements ) of that certain WIFIA Loan Agreement (the “ WIFIA Loan Agreement ”), dated as of [ date], by and between THE CITY OF OXNARD FINANCE AUTHORITY (the “Borrower”), THE CITY OF OXNARD (the “ City”), and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through its Administrator (the “WIFIA Lender”).
Unless otherwise defined herein, all capitalized terms in this certificate have the meanings assigned to those terms in the WIFIA Loan Agreement.
I, the undersigned, in my capacity as the Borrowe r’s Authorized Representative and not in my individual capacity, do hereby certify to the WIFIA Lender that:
(a) the Project has satisfied each of the requirements for Substa ntial Completion set forth in the Construction Contracts;
(b) Substantial Completion has been declared under each of the relevant Construction Contracts and copies of the notices of Substantial Completion under such agreements are attached to this certification;
(c) Substantial Completion, as defined in the WIFIA Loan Agreement, has been achieved and the Substantial Completion Date is [___]; and
(d) The total federal assistance provided to the Project, including the maximum principal amount of the WIFIA Loan (excluding any intere st that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of Total Project Costs.
THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
260
Exhibit G-2
1378234.01-WASSR02A - MSW
By: _______________________________
Name:
Title:
261
Exhibit H1-1
1378234.01-WASSR02A - MSW
EXHIBIT H-1
OPINIONS REQUIRED FROM GENERAL COUNSEL TO THE BORROWER
An opinion of the counsel of th e Borrower, dated as of the E ffective Date, to the effect that:
(a) the Borrower is duly formed, validly exis ting, and in good standing under the laws of the jurisdiction of its organization;
(b) the Borrower has all requisite power a nd authority to conduct its business and to execute and deliver, and to perform its obligations under the WIFIA Loan Documents to which it is a party;
(c) the execution and delivery by the Borrower of, and the pe rformance of its respective obligations under, the WIFIA Loan Documents to which it is a part y, have been duly authorized by all necessary organizationa l or regulatory action, and other than the Borrower’s Organizational Documents and the Indenture Documents, no further instruments or documents are necessary for the Borrower to execute and de liver, and to perform its obligations under, the WIFIA Loan Documents to which it is a party and to consummate and implement the transactions contemplated by the WIFIA Loan Documents;
(d) the Borrower has duly executed and deliv ered each WIFIA Loan Document to which it is a party and each such WIFIA Loan Docume nt constitutes the lega l, valid and binding obligation of such party; enforceable against such party in accordance with their respective terms;
(e) no authorization, consent, or other approva l of, or registration, declaration or other filing with any governmental authority of the United States of America or of the State is required on the part of the Borrower for the execution and delivery by such party of, and the performance of such party under, any WIFIA Loan Document to which it is a party othe r than authorizations, consents, approvals, registrations, declarations and filings that have already been timely obtained or made by the Borrower;
(f) the execution and delivery by the Borrower of, and compliance with the provisions of, the WIFIA Loan Documents to which it is a party in each case do not (i) violate the Organizational Documents of the Bo rrower, (ii) violate the law of the United States of America or of the State or (iii) conflict with or cons titute a breach of or default under any material agreement or other instrument known to such couns el to which the Borrower is a party, or to the best of such counsel’s knowledge, after reasonab le review, any court order, consent decree, statute, rule, regulation or any other law to which the Borrower is subject; (g) the Borrower is not an investment comp any required to register under the Investment Company Act of 1940, as amended; and
(h) to the knowledge of such counsel after due inquiry, there are no actions, suits, proceedings or investigations against the Borrower by or before any court, arbitrator or any other Governmental Authority in connection with the Related Documents or the System (including the Project) that are pending.
262
Exhibit H2-1
1378234.01-WASSR02A - MSW
EXHIBIT H-2
OPINIONS REQUIRED FROM BOND COUNSEL TO THE BORROWER
An opinion of bond counsel, dated as of the Effective Date, to the effect that:
(a) The Borrower has been duly created and va lidly exists as a joint exercise of powers agency of the State under and pursuant to the laws of the State (including the [Borrower enabling legislation] as amended to the date hereof) (the “ Borrower Act”), with good right and power to issue the WIFIA Bond.
(b) The Borrower has the right and power un der the laws of the State, including the Borrower Act, to enter into the Indenture Do cuments, the WIFIA Loan Documents and the WIFIA Bond, and each has been duly authorized, executed and delivered by the Borrower, is in full force and effect, and constitutes a legal, valid and binding agreement of the Borrower enforceable against the Borrower in accordance with its respective terms and conditions. (c) the WIFIA Bond (i) is secured by the Pledged Collateral, (ii) is a Bond (as defined in the Indenture) entitled to the benefits of a Bond under the Indenture, (iii) is enforceable under the laws of the State without any further action by the Borrower or any other Person, and (iv) ranks pari passu in right of payment and right of security w ith all Senior Obligations and are senior in right of payment and right of security to all Subordinated Obligations;
(d) the Indenture creates the valid and binding assignment and pledge of the Pledged Collateral to secure the paymen t of the principal of, interest on, and other amounts payable in respect of, the WIFIA Bond, irre spective of whether any party has notice of the pledge and without the need for any physical delivery, recordation, filing or further act; (e) all actions by the Borrowe r that are required for the application of Revenues as required under the Indenture and under the WIFIA Loan Agreement have been duly and lawfully made;
(f) the Borrower has complied with the requirements of State law to lawfully pledge the Pledged Collateral and use the Revenues as required by the term s of the Indenture and the WIFIA Loan Agreement;
(g) [the Borrower is not eligible to be a de btor in either a volunt ary or involuntary case under the United States Bankruptcy Code]; and
(h) [the Borrower is not entitled to claim governmental immunity in any breach of contract action under the WIFIA Loan Agreemen t or the WIFIA Bond or by the Trustee under the Indenture Documents].
263
Exhibit H3-1
1378234.01-WASSR02A - MSW
EXHIBIT H-3
OPINIONS REQUIRED FROM GENERAL COUNSEL TO THE CITY
An opinion of the counsel of the City, dated as of the Effective Date, to the effect that:
(a) the City is duly formed, validly existi ng, and in good standing under the laws of the jurisdiction of its organization;
(b) the City has all re quisite power and aut hority to conduct its bus iness and to execute and deliver, and to perform its obligations under the WIFIA Loan Documents to which it is a party;
(c) the execution and delivery by the City of , and the performance of its respective obligations under, the WIFIA Loan Documents to which it is a part y, have been duly authorized by all necessary organizational or regulatory action, and other th an the City’s Organizational Documents and the Indenture Documents, no further instruments or documents are necessary for the City to execute and delive r, and to perform its obliga tions under, the WIFIA Loan Documents to which it is a party and to c onsummate and implement the transactions contemplated by the WIFIA Loan Documents;
(d) the City has duly executed and delivered each WIFIA Loan Document to which it is a party and each such WIFIA Loan Document constitutes the legal, valid and binding obligation of such party; enforceable against such party in accordance with their respective terms; (e) no authorization, consent, or other approva l of, or registration, declaration or other filing with any governmental authority of the United States of America or of the State is required on the part of the City for the execution and delivery by such pa rty of, and the performance of such party under, any WIFIA Loan Document to which it is a party other than authorizations, consents, approvals, registrations, declarations and filings that have already been timely obtained or made by the City;
(f) the execution and delivery by the City of, and compliance with the provisions of, the WIFIA Loan Documents to which it is a party in each case do not (i) vi olate the Organizational Documents of the City, (ii) violate the law of the United States of America or of the State or (iii) conflict with or constitute a breach of or default under any material agreement or other instrument known to such counsel to which the City is a party, or to the best of such counsel’s knowledge, after reasonable review, any court order, consent decree, statut e, rule, regulation or any other law to which the City is subject;
(g) the City is not an investment company required to register under the Investment Company Act of 1940, as amended; and
(h) to the knowledge of such counsel after due inquiry, there are no actions, suits, proceedings or investigations against the City by or before any court, arbitrator or any other Governmental Authority in connection with the Related Documents or the System (including the Project) that are pending.
264
Exhibit H4-1
1378234.01-WASSR02A - MSW
EXHIBIT H-4
OPINIONS REQUIRED FROM BOND COUNSEL TO THE CITY
An opinion of bond counsel, dated as of the Effective Date, to the effect that:
(a) The City has been duly created and validl y exists as a municipa l corporation of the State under and pursuant to the laws of the State (including the [ City enabling legislation ] as amended to the date hereof) (the “ City Act ”), with good right and power to issue the WIFIA Bond.
(b) The City has the right and power under the la ws of the State, incl uding the City Act, to enter into the Indenture Documents, the WIFIA Loan Documents and the WIFIA Bond, and each has been duly authorized, executed and delivered by the City, is in full force and effect, and constitutes a legal, vali d and binding agreement of the City enforceable against the City in accordance with its respective terms and conditions.
(c) the WIFIA Bond (i) is secured by the Pledged Collateral, (ii) is a Bond (as defined in the Indenture) entitled to the benefits of a Bond under the Indenture, (iii) is enforceable under the laws of the State without any further action by the City or any other Person, and (iv) ranks pari passu in right of payment and right of security with all Senior Obligations and are senior in right of payment and right of security to all Subordinated Obligations; (d) the Indenture creates the valid and binding assignment and pledge of the Pledged Collateral to secure the paymen t of the principal of, interest on, and other amounts payable in respect of, the WIFIA Bond, irre spective of whether any party has notice of the pledge and without the need for any physical delivery, recordation, filing or further act; (e) all actions by the City that are required for the application of Revenues as required under the Indenture and under the WIFIA Loan Agreement have been duly and lawfully made; (f) the City has complied with the requireme nts of State law to lawfully pledge the Pledged Collateral and use the Revenues as required by the term s of the Indenture and the WIFIA Loan Agreement;
(g) [the City is not eligible to be a debtor in either a voluntary or involuntary case under the United States Bankruptcy Code]; and
(h) [the City is not entitled to claim governmental immunity in any breach of contract action under the WIFIA Loan Agreement or th e WIFIA Bond or by the Trustee under the Indenture Documents].
265
Exhibit I-1
1378234.01-WASSR02A - MSW
EXHIBIT I
FORM OF CERTIFICATE OF TRUSTEE
THE CITY OF OXNARD FINANCE AUTHORITY
With respect to the WIFIA Bond,
Aquifer Storage Recovery Project
(WIFIA ID – N20107CA)
The undersigned, [___] (the “ Trustee”), by its duly appointed, qualified and authorized representative below, certif ies with respect to the a bove referenced bond (the “ WIFIA Bond”) dated as of [___], 2022, as follows (capitalized terms used in this Ce rtificate which are not otherwise defined shall have the meanings give n to such terms in the Indenture (as defined below)):
1. That the Trustee is a national associat ion duly organized and validly existing under the laws of the United States of America.
2. All approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which woul d constitute a condition precedent to the performance by the Trustee of its duties and obligations under the documents pertaining to the issuance of the WIFIA Bond have been obtained by the Trustee and are in full force and effect.
3. That the documents pertaining to the i ssuance of the WIFIA Bond to which the Trustee is a party were executed by the Trustee and the WIFIA Bond was authenticated on behalf of the Trustee by one or more of the persons whose names and offices appear on Annex One attached hereto and made part hereof, that each person was at th e time of the execution of such documents and the authentication of the WIFIA Bond and now is duly appointed, qualified and acting incumbent of his or her respective office, that each such person was authorized to execute such documents and to authenticate the WIFIA Bond, and that the signature appearing after the name of each such person is a true and correct specimen of that person’s genuine signature.
4. That the undersigned has the power and au thority to act as Trustee and accept the trusts conveyed to it under the Indenture (“ Trusts”), has accepted the Trusts so conveyed and in so accepting the Trusts and so acting is not in violation of any provision of its articles of association or bylaws, any law, regulation or court or administrative order or any agreement or other instrument to which it is a party or by which it may be bound.
5. That receipt is acknowledged of all instruments, certifications and other documents or confirmations required to be receiv ed by the Trustee pursuant to Section [___] of that certain Indenture (the “ Indenture”), dated as of [___], 2022, be tween the City of Oxnard Finance Authority (the “Borrower”), the City of Oxnard (the “City”), and the Trustee.
7. That receipt is also acknowledged of th at certain WIFIA Loan Agreement, dated as of [___], 2022 (the “ WIFIA Loan Agreement ”), between the Borrower, the City, and the United States Environmental Protection Agency, acting by and through the Administrator. 266
Exhibit I-2
1378234.01-WASSR02A - MSW
8. That the Trustee accepts its appointment and agrees to perform the duties and responsibilities of Trustee for and in respect of the WIFIA Bond as set forth in the Indenture and the WIFIA Loan Agreement, including from time to time redeeming all or a portion of the WIFIA Bond as provided in Section [___] of the Indenture. In ac cepting such duties and responsibilities, the Trustee shall be entitled to all of the privileges, immunities, rights and protections set forth in Section [___] of the Indenture.
9. That all funds and accounts for the paym ent of the WIFIA Bond pursuant to the Indenture [(including, but not limited to, the WIFI A Debt Service Account[ and the WIFIA Debt Service Reserve Account])] have been established as provided in the Indenture.
Dated: [___], 20[__]
[TRUSTEE]
By:
Name:
Title:
267
Period
Ending Principal Coupon Gross Interest
Pre Completion
Interest (Increases
Loan Amount)
Net Debt
Service
Annual
Servicing Fees
DS + Servicing
Fees
Total Fiscal
Year DS +
Servicing
6/1/2022 ‐ 0.000% ‐ ‐ ‐ ‐
6/1/2023 ‐ 166,874 (166,874) ‐ 21,300 21,300 21,300 6/1/2024 ‐ 0.000% 226,249 (226,249) ‐ 10,650 10,650 10,650 6/1/2025 ‐ 352,244 (352,244) ‐ 10,650 10,650 10,650 6/1/2026 ‐ 880,646 (880,646) ‐ 10,650 10,650 10,650 6/1/2027 ‐ 1,405,630 (1,405,630) ‐ 10,650 10,650 10,650 6/1/2028 ‐ 3.000% 1,546,119 ‐ 1,546,119 8,000 1,554,119 1,554,119 6/1/2029 ‐ 3.000% 1,546,119 ‐ 1,546,119 8,240 1,554,359 1,554,359 6/1/2030 ‐ 3.000% 1,546,119 ‐ 1,546,119 8,487 1,554,607 1,554,607 6/1/2031 ‐ 3.000% 1,546,119 ‐ 1,546,119 8,742 1,554,861 1,554,861 6/1/2032 ‐ 3.000% 1,546,119 ‐ 1,546,119 9,004 1,555,124 1,555,124 6/1/2033 ‐
3.000% 1,546,119 ‐ 1,546,119 9,274 1,555,394 1,555,394 6/1/2034 ‐ 3.000% 1,546,119 ‐ 1,546,119 9,552 1,555,672 1,555,672 6/1/2035 ‐ 3.000% 1,546,119 ‐ 1,546,119 9,839 1,555,958 1,555,958 6/1/2036 ‐ 3.000% 1,546,119 ‐ 1,546,119 10,134 1,556,254 1,556,254 6/1/2037 ‐ 3.000% 1,546,119 ‐ 1,546,119 10,438 1,556,558 1,556,558 6/1/2038 ‐ 3.000% 1,546,119 ‐ 1,546,119 10,751 1,556,871 1,556,871 6/1/2039 ‐ 3.000% 1,546,119 ‐ 1,546,119 11,074 1,557,193 1,557,193 6/1/2040 ‐ 3.000% 1,546,119 ‐ 1,546,119 11,406 1,557,526 1,557,526 6/1/2041 1,797,198 3.000% 1,546,119 ‐ 3,343,317 11,748 3,355,066 3,355,066 6/1/2042 1,851,114 3.000% 1,492,204 ‐ 3,343,317 12,101 3,355,418 3,355,418 6/1/2043 1,906,647 3.000% 1,436,670 ‐ 3,343,317 12,464 3,355,781 3,355,781 6/1/2044 1,963,847 3.000% 1,379,471 ‐ 3,343,317 12,838 3,356,155 3,356,155 6/1/2045 2,022,762 3.000% 1,320,555 ‐ 3,343,317 13,223 3,356,540 3,356,540 6/1/2046 2,083,445 3.000% 1,259,872 ‐ 3,343,317 13,619 3,356,937 3,356,937 6/1/2047 2,145,948 3.000% 1,197,369 ‐ 3,343,317 14,028 3,357,345 3,357,345 6/1/2048 2,210,327 3.000% 1,132,991 ‐ 3,343,317 14,449 3,357,766 3,357,766 6/1/2049 2,276,636 3.000% 1,066,681 ‐ 3,343,317 14,882 3,358,200 3,358,200 6/1/2050 2,344,935 3.000% 998,382 ‐ 3,343,317 15,329 3,358,646 3,358,646 6/1/2051 2,415,283 3.000% 928,034 ‐ 3,343,317 15,789 3,359,106 3,359,106 6/1/2052 2,487,742 3.000% 855,575 ‐ 3,343,317 16,262 3,359,580 3,359,580 6/1/2053 2,562,374 3.000% 780,943 ‐ 3,343,317 16,750 3,360,067 3,360,067 6/1/2054 2,639,246 3.000% 704,072 ‐ 3,343,317 17,253 3,360,570 3,360,570 6/1/2055 2,718,423 3.000% 624,894 ‐ 3,343,317 17,770 3,361,088 3,361,088 6/1/2056 2,799,976 3.000% 543,342 ‐ 3,343,317 18,303 3,361,621 3,361,621 6/1/2057 2,883,975 3.000% 459,342 ‐ 3,343,317 18,853 3,362,170 3,362,170 6/1/2058 2,970,494 3.000%
372,823 ‐ 3,343,317 19,418 3,362,735 3,362,735 6/1/2059 3,059,609 3.000% 283,708 ‐ 3,343,317 20,001 3,363,318 3,363,318 6/1/2060 3,151,397 3.000% 191,920 ‐ 3,343,317 20,601 3,363,918 3,363,918 6/1/2061 3,245,939 3.000% 97,378 ‐ 3,343,317 21,219 3,364,536 3,364,536 6/1/2062 ‐ ‐ ‐ ‐ ‐
51,537,316* 41,803,542 (3,031,643) 90,309,215 525,741 90,834,956 90,834,956 City of Oxnard Financing Authority
Estimated/Projected 2022 WIFIA Loan Amortization
Aquifer Storage Recovery (ASR) Project Funding (49% of Project Cost Total) 3/23/2022 30‐Year Treasury Rate + 0.4% Buffer
*Total higher than original expected loan amount ($48.5M) due to $3M of pre-completion interest, which is capitalized into the loan after closing and between 12/1/2022 and 6/1/2027 to increase the outstanding principal. 268
City of Oxnard
WIFIA Financing for
Water Infrastructure Improvements
PRESENTATION TO FINANCE & GOVERNANCE COMMITTEE
APRIL 12, 2022
269
Recommendation
That the Finance and Governance Committee recommend:
1. City Council adopt a resolution approving an Installment Purchase Agreement, Indenture of Trust, a WIFIA Loan Agreement, and a WIFIA Loan Term Sheet with respect to the issuance by the City of Oxnard Financing Authority of bonds in an aggregate principal amount not to exceed $55,000,000 and other matters pertaining thereto.
2. That the Board of Directors of the City of Oxnard Financing Authority adopt a resolution approving an Installment Purchase Agreement, Indenture of Trust, a WIFIA Loan Agreement, and a WIFIA Loan Term Sheet with respect to the issuance by the City of Oxnard Financing Authority of bonds in an aggregate principal amount not to exceed $55,000,000 and other matters pertaining thereto.
2 270
Background
3 Water Infrastructure Finance and Innovation Act (“WIFIA”) program was authorized in 2014 to help local agencies
finance needed water infrastructure projects
City submitted a letter of interest in October 2020, was formally invited to apply
City submitted formal application in September 2021
From October 2021 to March 2022, City staff have been in frequent communication with EPA staff regarding the project engineering, City’s ability to repay, and the structure of the financing
271
Needed Water Infrastructure
Aquifer Storage and Recovery (“ASR”) Project
Increase Capacity of Advanced Water Purification
Facility (“AWPF”) from 6.25 to 12.5 million gallons per day
Mechanical and electrical upgrades to blending
stations 1, 3, and 6
$85 million in total capital costs, including design, planning, construction and contingency, of which the
WIFIA loan can cover up to 49% of eligible costs
4 272
WIFIA Financing Benefits to the City
Extended maturity Terms
• 40-year final maturity for City’s loan
Low, fixed interest rate based on US Treasuries
• Estimated 3.0% rate for 40-year debt
Flexible Structuring
• No principal repayment until 2041, “wrapped around”
outstanding Water Fund debt
Beneficial prepayment terms
• City can prepay the loan in full on any date; prepay a portion of the loan on any interest payment date
5 Compared to a
traditional publicly-
sold bond, the City
could save an
estimated $30 million
in interest costs over
the 40-year life of the
financing
273
Notable WIFIA Financing Requirements
51% of eligible costs must come from City match
City expects to issue Bonds in 2023-24 to finance the 51% share Requires City to maintain net revenues at 110% of debt service due in each year
Existing Water Debt has100% requirement
City’s 2020-21 net revenues were 167% of debt service Future Water Bonds will need this same 110% covenant in order to be considered parity debt
In other respects, the WIFIA financing will be structured very similarly to other City Water Fund Debt
6 274
Estimated Water Fund Debt Service
7 ‐
2,000,000
4,000,000
6,000,000
8,000,000
10,000,000
12,000,000
14,000,000
16,000,000
18,000,000
City of Oxnard Water Fund
Outstanding Debt and Anticipated WIFIA Loan Amortization Estimated 2022 WIFIA Loan
All Current outstanding
Debt
275
Tentative Schedule
September
2021:
Application
Submitted to
EPA
Fall/Winter 2021:
EPA Performs
Due Diligence;
WIFIA Financing
Structuring
March 2022:
Credit Rating
Process
April 12:
Finance &
Governance
Considers
the WIFIA
Financing
May 3: City
Council
Considers
the WIFIA
Financing
Mid-May:
WIFIA
Financing
closes
8 276
Recommendation
That the Finance and Governance Committee recommend:
1. City Council adopt a resolution approving an Installment Purchase Agreement, Indenture of Trust, a WIFIA Loan Agreement, and a WIFIA Loan Term Sheet with respect to the issuance by the City of Oxnard Financing Authority of bonds in an aggregate principal amount not to exceed $55,000,000 and other matters pertaining thereto.
2. That the Board of Directors of the City of Oxnard Financing Authority adopt a resolution approving an Installment Purchase Agreement, Indenture of Trust, a WIFIA Loan Agreement, and a WIFIA Loan Term Sheet with respect to the issuance by the City of Oxnard Financing Authority of bonds in an aggregate principal amount not to exceed $55,000,000 and other matters pertaining thereto.
9 277
Questions?
10 278