11/07/2023 Ordinances 9951CITY OF GRAND ISLAND, NEBRASKA
ORDINANCE NO. 9951
AN ORDINANCE OF THE CITY OF GRAND ISLAND, NEBRASKA,
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $4,500,000
PRINCIPAL AMOUNT OF COMBINED UTILITIES REVENUE BOND OF
THE CITY OF GRAND ISLAND, NEBRASKA, AND ENTERING INTO A
LOAN AGREEMENT WITH THE NEBRASKA DEPARTMENT OF
ENVII20NMENT AND ENERGY FOR THE PURPOSE OF PAYING THE
COST OF CERTAIN IMPROVMENTS TO THE COMBINED UTILITIES
SYSTEM; PLEDGING AND HYPOTHECATING THE REVENUE AND
EARNINGS OF THE COMBINED UTILITIES SYSTEM FOR THE
PAYMENT OF SAID BOND AND INTEREST THEREON; PROVIDING
FOR THE COLLECTION, SEGREGATION AND APPLICATION OF THE
REVENUE OF SAID COMBINED UTILITIES SYSTEM; PRESCRIBING
THE FORM AND DETAILS OF THE BONDS AND THE COVENANTS
AND AGREEMENTS TO PROVIDE FOR THE PAYMENT AND
SECURITY THEREOF; PROVIDING FOR THE PUBLICATION OF THIS
ORDINANCE IN PAMPHLET OR ELECTRONIC FORM;
AUTHORIZING CERTAIN ACTIONS AND DOCUMENTS; AND
PRESCRIBING OTHER MATTERS RELATING THERETO;
BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND
ISLAND, NEBRASKA, AS FOLLOWS:
FINDINGS AND DETERMINATIONS
The Mayor and Council (the "Council") of the City of Grand Island, Nebraska (the "City"),
hereby find and determine that:
1. The City is a city of the first class and political subdivision duly organized and existing
under the laws of the State of Nebraska (the ��State"), and, pursuant to Chapter 16, Reissue Revised
Statutes of Nebraska, as amended, owns and operates (a) an electric generation, transmission and
distribution system (the "Electric System"), (b) a water works plant and water system (the "Water
System"), and (c) a wastewater treatment plant and facilities and sanitary sewer system (the "Sewer
System"), each of which is a revenue-producing facility as described in Sections 18-1803 to 18-1805,
inclusive, Reissue Revised Statutes of Nebraska, as amended (the "Act"), serving the City and its
inhabitants and others within its service area (collectively, the "Combined Utilities," as hereinafter more
fully defined).
2. Pursuant to the Act and the ordinances set forth below, the City has heretofore issued and
has outstanding on the date hereof the following series of combined utility revenue bonds (collectively,
the "Outstanding Bonds") payable solely from the revenues derived from the operation of the Combined
Utilities (the "Revenues"):
(a) Combined Utilities Revenue Refunding Bonds, Series 2020A, dated November
19, 2020, issued in the original principal amount of $24,275,000; and
(b) Combined Utilities Revenue Refunding Bonds, (Taxable Interest), Series 2020B,
dated November 19, 2020, issued in the original principal amount of $68,485,000.
3. Other than the Outstanding Bonds identified in Paragraph 2 above, there are presently no
other liens or pledges upon the Revenues of the Combined Utilities.
4. The Nebraska Department of Environment and Energy ("NDEE") approved a project
designated as NDEE Project No. D311690 relating to the improvement, repair, rehabilitation, extension of
or connection to of the City's Water System, including replacement of lead service lines for connection to
the Water System to ,(the "Project") for which the estimated total cost is not less than $4,500,000 and
NDEE agreed to lend the City funds in such amount (the "NDEE Loan") and in such connection has
agreed to accept the NDEE Note (as defined and described below) payable from the revenues of the
Combined Utilities.
5. In connection with the NDEE Water Loan the City hereby determines it necessary and
appropriate to approve, execute and deliver an agreement entitled "Loan Agreement (Governmental
Borrower) between the Nebraska Department of Environment and Energy And City of Grand Island,
Nebraska NDEE Project No. D311690" (the "Loan Contract") and it is necessary and advisable for the
City to approve the execution and delivery of said Loan Contract and the "Note" described therein for the
borrowed amount of up to $4,500,000, which Note shall evidence, be and constitute the "NDEE Note"
described herein.
6. To satisfy the conditions of the ordinances which govern the Outstanding Bonds to
qualify the Bonds as additional obligations which enjoy a parity lien status on the Revenues of the
Combined Utilities with the Outstanding Bonds, it is necessary for the City to issue the NDEE Note as a
combined utilities revenue bond in the total principal amount of up to $4,500,000 (the NDEE Note may
also be referred to herein as the "Bond" or ��Bonds").
7. The City finds and determines as follows (capitalized terms shall ha�e the meanings
provided elsewhere in this Ordinance):
(a) it is not in default in the payment of principal of or interest on any Outstanding Bonds
or in making any payment at the time required to be made into the respective funds and accounts
created by and referred to in this Ordinance or any Parity Ordinance; and
(b) based on the most recent audited financial statement of the City, the Net Revenues
Available for Debt Service derived by the City from the operation of the Combined Utilities, for
the fiscal year of the Combined Utilities ended September 30, 2022, were equal to at least 125%
of the Average Annual Debt Service with respect to all Combined Utility Revenue Bonds of the
City, including the Bond proposed to be issued herein.
All other conditions, acts and things required by law to exist or to be done precedent to the issuance of the
Bond do exist and ha�e been done and performed in regular and due time as provided by law.
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ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to the words and terms defined
elsewhere herein, the following capitalized words and terms as used in this Ordinance shall have the
following meanings:
��Act" means Sections 18-1803 to 18-1805, inclusive, Reissue Revised Statutes of Nebraska, as
amended.
"Authorized Officers" mean, each individually, the Mayor, City Administrator and Finance
Director of the City.
��Average Annual Debt Service" means the number determined by adding all of the principal
and interest which will become due when computed to the absolute maturity of the Bonds and Parity
Bonds, if any, then outstanding and all of the principal and interest of the Combined Revenue Bonds to be
issued, and dividing such total by the number of years remaining that the longest bond of any such
Combined Revenue Bonds (including the Combined Revenue Bonds to be issued) has to run to maturity.
�Bond Counsel" means Gilmore & Bell, P.C., Omaha, Nebraska, or other attorney or firm of
attorneys with a nationally recognized standing in the field of municipal bond financing selected by the
City.
��Bond Payment Date" means any date on which principal of or interest on any Bond is payable
at the Maturity thereof or on any Interest Payment Date.
��Bond Register" means the books for the registration, transfer and exchange of Bonds kept at the
office of the Paying Agent.
"Bond," `Bonds" or "NDEE Note" means the NDEE Water Note, issued as the City's combined
utilities revenue bond in the form of and evidenced by a single promissory note with NDEE in
substantially such form as set forth in Attachment F to the Water Loan Contract in the principal amount of
$4,500,000, authorized and issued pursuant to this Ordinance.
"Business Day" means a day other than a Saturday, Sunday or holiday on which the Paying
Agent is scheduled in the normal course of its operations to be open to the public for the conduct of its
banking operations.
"City" means the City of Grand Island, Nebraska, and any successors or assigns.
��Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations of
the Treasury Department proposed or promulgated thereunder.
"Combined Utilities" means, collectively, the Electric System, the Water System and the Sewer
System of the City.
"Combined Revenue Bonds" means collectively the Bonds, the Parity Bonds and all other
revenue bonds which are payable out of, or secured by an interest in, the income and Revenues derived
from the operation of the Combined Utilities.
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"Consultant" means an independent engineer or engineering frm having a favorable reputation
for skill and experience in the construction, financing and operation of public utilities and the preparation
of management studies and financial feasibility studies in connection therewith, selected by the City for
the purpose of carrying out the duties imposed on the Consultant by this Ordinance.
"Debt Service Fund" means the fund by that name created by Section 501 hereof.
��Debt Service Requirements" means the aggregate principal payments (whether at maturity or
pursuant to scheduled mandatory sinking fund redemption requirements) and interest payments on all
Combined Revenue Bonds for the period of time for which calculated; provided, however, that for
purposes of calculating such amount, principal and interest shall be excluded from the determination of
Debt Service Requirements to the extent that such principal or interest is payable from amounts deposited
in trust, escrowed or otherwise set aside for the payment thereof with the Paying Agent or other
commercial bank or trust company having full trust powers.
herein.
"Debt Service Reserve Fund" means the fund by that name created by Section 501 hereof.
��Debt Service Reserve Requirement" means the amount determined pursuant to Section 212
"Defaulted Interest" means interest on any Bond which is payable but not paid on any Interest
Payment Date.
��Defeasance Obligations" means any of the following obligations:
(a) United States Government Obligations that are not subject to redemption in advance of
their maturity dates; or
(b) obligations of any state or political subdivision of any state, the interest on which is
excluded from gross income for federal income t� purposes and which meet the following conditions:
(1) the obligations are (A) not subject to redemption prior to maturity or (B) the
trustee for such obligations has been given irrevocable instructions concerning their calling and
redemption and the issuer of such obligations has covenanted not to redeem such obligations
other than as set forth in such instructions;
(2) the obligations are secured by cash or United States Government Obligations that
may be applied only to principal or redemption price of and interest payments on such
obligations;
(3) such cash and the principal of and interest on such United States Government
Obligations serving as security for the obligations, plus any cash in the escrow fund, are sufficient
to meet the liabilities of the obligations;
(4) such cash and United States Government Obligations serving as security for the
obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust;
(5) such cash and United States Government Obligations serving as security for the
obligations are not available to satisfy any other claims, including those against the trustee or
escrow agent; and
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(6) the obligations are rated in the highest rating category by Moody's Investors
Service, Ina (presently "Aaa") or Standard & Poor's Ratings Group (presently "AAA").
"Electric System" means all properties and assets, real and personal and tangible and intangible,
of the City, now or hereafter existing, used for or pertaining to the generation, transmission and
distribution and sale of electric power and energy, together with all extensions and improvements thereto
hereafter made or acquired by the City; provided that, where the City is a co-owner with another person
of an asset or property, only the City's ownership share of such asset or property, or of any addition,
extension and improvement of the asset or property, so co-owned shall be included in the Electric System
hereunder; and provided further, that the Electric System hereunder shall not include any facilities for the
generation, transmission and distribution of electric power and energy constructed or acquired by the City
as a separate utility system with the proceeds of sale of bonds or other evidences of indebtedness (other
than Bonds) which shall be payable solely from the revenues or other income derived from the ownership
or operation of such separate utility system.
"Expenses" means all reasonable and necessary expenses of operation, maintenance and repair of
the Combined Utilities and keeping the Combined Utilities in good repair and working order (other than
interest paid on Combined Revenue Bonds and depreciation and amortization charges during the period of
determination), determined in accordance with generally accepted accounting principles, including,
without limiting the generality of the foregoing, current maintenance charges, expenses of reasonable
upkeep and repairs, salaries, wages, costs of materials and supplies, Paying Agent fees and expenses,
annual audits, periodic ConsultanYs reports, properly allocated share of charges for insurance, the cost of
purchased water, gas and power, if any, obligations (other than for borrowed money or for rents payable
under capital leases) incurred in the ordinary course of business, liabilities incurred by endorsement for
collection or deposit of checks or drafts received in the ordinary course of business, short-term obligations
incurred and payable within a particular fiscal year, other obligations or indebtedness incurred for the
purpose of leasing (pursuant to a true or operating lease) equipment, iixtures, inventory or other personal
property, and all other expenses incident to the operation of the Combined Utilities, but shall exclude all
general administrative expenses of the City not related to the operation of the Combined Utilities.
`�Insurance Consultant" means an individual or firm selected by the City qualified to survey
risks and to recommend insurance coverage for entities engaged in operations similar to those of the
Combined Utilities and having a favorable reputation for skill and experience in making such surveys and
recommendations.
��Interest Payment Date" means the Stated Maturity of an installment of interest on any Bond.
��Maturity" when used with respect to any Bond means the date on which the principal of such
Bond becomes due and payable as therein and herein provided, whether on a principal payment date as
provided in the Loan Contracts, at the Stated Maturity thereof or call for optional or mandatory
redemption or otherwise.
"Net Revenues Available for Debt Service" means, for the period of determination, all
Revenues less all Expenses as determined in accordance with generally accepted accounting principles.
hereof.
"Ordinance" means this Ordinance as from time to time amended in accordance with the terms
`�Outstanding" means, when used with reference to Bonds, as of any particular date, all Bonds
theretofore issued and delivered hereunder, except the following Bonds:
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(a) Bonds heretofore cancelled by the Paying Agent or delivered to the Paying Agent
for cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of Section 1101
hereof; and
(c) Bonds in exchange for or in lieu of which other Bonds have been registered and
delivered hereunder.
"Parity Bonds" means the 2020 Bonds, together with any additional parity bonds or other long-
term obligations payable out of the net income and revenues of the Combined Utilities hereafter issued or
incurred in accordance with the provisions of this Ordinance and standing on a parity and equality with
the Bond with respect to the payment of principal and interest out of the net income and Revenues of the
Combined Utilities, so long as any such bonds remain outstanding and unpaid or until provision is made
for the payment and defeasance of such bonds.
"Parity Ordinances" means the ordinances pursuant to which the Parity Bonds were issued, and
this Ordinance, under which the outstanding Parity Bonds have been issued, and any other Ordinance
under which any additional Parity Bonds are hereafter issued.
"Paying Agent" means the Treasurer of the City of Grand Island, Nebraska and any successors
and assigns.
��Permitted Investments" means any of the following securities and obligations, if and to the
extent the same are at the time legal for investment of the City's money held in the funds referred to in
Section 501 hereof:
(a) United States Government Obligations;
(b) bonds, notes or other obligations of any political subdivision of the State, that at
the time of their purchase are rated in either of the two highest rating categories by a nationally
recognized rating service;
(c) repurchase agreements with any bank, bank holding company, sa�ings and loan
association, trust company, or other financial institution organized under the laws of the United
States of America or any state, that are continuously and fully secured by any one or more of the
securities described in clause (a) or (b) above and have a market value, exclusive of accrued
interest, at all times at least equal to the principal amount of such repurchase agreement and are
held in a custodial or trust account for the benefit of the City;
(d) obligations of the Federal National Mortgage Association, the Government
National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit
Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks,
Farmers Home Administration and Federal Home Loan Mortgage Corporation;
(e) certificates of deposit or time deposits, whether negotiable or nonnegotiable,
issued by any bank or trust company organized under the laws of the United States of America or
any state, provided that such certificates of deposit or time deposits shall be either (1)
continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously
and fully secured by such securities as are described above in clauses (a) through (c) above,
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inclusive, which shall have a market value, exclusive of accrued interest, at all times at least equal
to the principal amount of such certificates of deposit or time deposits; and
(� any other securities or investments that are lawful for the investment of money
held in such funds or accounts under the laws of the State.
"Person" means any natural person, corporation, partnership, firm, joint venture, association,
joint-stock company, trust, unincarporated organization, or government or any agency or political
subdivision thereof or other public body.
��Redemption Date" when used with respect to any Bond to be redeemed means the date fixed
for such redemption pursuant to the terms of this Ordinance.
��Redemption Price" when used with respect to any Bond to be redeemed means the price at
which such Bond is to be redeemed pursuant to the terms of this Ordinance, including the applicable
redemption premium, if any, but excluding installments of interest whose Stated Maturity is on or before
the Redemption Date.
��Revenue Fund" means the fund by that name created by Section 501 hereof.
��Revenues" means all rates, rentals, fees and charges, earnings, income, revenues, and other
monies, from any source derived by the City through its ownership and the operation of the Combined
Utilities, including, without limiting the generality of the faregoing, (i) all income, fees, charges, receipts,
profits and other moneys derived from the sale, furnishing or supplying of the services, facilities,
commodities of the Combined Utilities; (ii) the earnings on and the income from the investment of any
moneys held in funds under this Ordinance; (iii) the earnings on and the income from the investment of
other moneys derived from the ownership or operation of the Combined Utilities to the extent that such
earnings and income are allocated by or pursuant to law to the Combined Utilities; (iv) special assessment
payments and payments in aid of construction; (v) the proceeds derived by the City directly or indirectly
from the sale, lease or other disposition of all or a part of the Combined Utilities, and the proceeds of
insurance and condemnation awards received with respect to the Combined Utilities; (vi) any amounts
deposited in escrow in connection with the acquisition, construction, remodeling, renovation and
equipping of facilities to be applied during the period of determination to pay interest on Combined
Revenue Bonds; and (vii) any other moneys of the City which are required by the provisions hereof to be
applied to the payment of Bonds; provided, however, that Revenues shall not include (A) customers',
deposits or any other deposits subject to refund, until such deposits have become the property of the City,
(B) earnings on and income derived from the investment of moneys or Defeasance Obligations being held
irrevocably for the retirement of indebtedness of the Combined Utilities, or (C) moneys deposited with
the City by employees for employee benefit purposes.
"Sewer System" means the entire wastewater treatment plant and facilities and sanitary sewer
system owned and operated by the City for the collection, treatment and disposal of sewage, to serve the
needs of the City and its inhabitants and others, including all appurtenances and facilities connected
therewith or relating thereto, together with all extensions, improvements, additions and enlargements
thereto hereafter made or acquired by the City.
"State" means the State of Nebraska.
"Stated Maturity" when used with respect to any Bond or any installment of interest thereon
means the date specified in such Bond and this Ordinance as the fixed date on which the principal of such
Bond or such installment of interest is due and payable.
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"Surplus Fund" means the fund by that name created by Section 501 hereof.
"United States Government Obligations" means bonds, notes, certificates of indebtedness,
treasury bills or other securities constituting direct obligations of, or obligations the principal of and
interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United
States of America, including evidences of a direct ownership interest in future interest or principal
payments on obligations issued or guaranteed by the United States of America (including the interest
component of obligations of the Resolution Funding Corporation), or securities which represent an
undivided interest in such obligations, which obligations are rated in the highest rating category by a
nationally recognized rating service, and such obligations are held in a custodial or trust account for the
benefit of the City.
"Water System" means the entire waterworks plant and system owned and operated by the City
for the production, storage, treatment and distribution of water, to serve the needs of the City and its
inhabitants and others, including all appurtenances and facilities connected therewith or relating thereto,
together with all extensions, improvements, additions and enlargements thereto hereafter made or
acquired by the City.
ARTICLE II
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds.
(a) To provide for the payment of the costs of the Project, the City shall enter into the Loan
Contract in substantially the form set forth in Eghibit A to this Ordinance, which e�ibit is by such
reference incorporated herein as if fully set forth; and
(b) There shall be and there is hereby ordered issued the City's Bonds as follows: the NDEE
Note, issued as the City's combined utilities revenue bond in the farm of and evidenced by a single
promissory note with NDEE in substantially such form as set forth in Attachment F to the Loan Contract
in the principal amount of $4,500,000. The Bond shall have the payment terms provided in the Loan
Contract.
(c) The terms and conditions of the NDEE Note, the Loan Contract and the Project are hereby
approved and the Mayor, City Administrator and City Clerk are hereby authorized to execute and deliver
the NDEE Note and the Loan Contract for and on behalf of the City in substantially the form approved
but with such changes from the forms presented and attached hereto as such officers shall deem
appropriate for and on behalf of the City.
(d) The Mayor, City Administrator and Clerk and any other officers of the City are hereby further
authorized to take such further actions and to execute such certificates and other documents as shall be
deemed necessary or appropriate by any of them in connection with the issuance and delivery of the
NDEE Note and the Loan Contract.
(e) For all purposes of this ordinance, the NDEE Note shall constitute revenue bonds of the City
of Grand Island as authorized by Sections 18-1803 to 18-1805, R.R.S. Neb., as amended, and shall be
included within the terms "bond" and "combined utilities revenue bond" where such inclusion is
appropriate.
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ARTICLE III
[RESERVED]
ARTICLE IV
SECURITY FOR BONDS
Section 401. Security for Bonds. The Bond is a special obligation of the City payable solely
from, and secured as to the payment of principal or Redemption Price of and interest by a pledge of, the
net income and revenues derived from the operation of the Combined Utilities, after providing for the
costs of operation and maintenance thereof, including operating income, investment income, gifts,
bequests, contributions, grants and other money made a�ailable to the City with respect to the Combined
Utilities from sources other than funds raised by taxation. The City hereby pledges such net income and
revenues to the payment of the principal or Redemption Price of and interest on the Bonds. The Bond
shall not be or constitute a general obligation of the City, nor shall it constitute an indebtedness of the
City within the meaning of any constitutional, statutory or charter provision, limitation or restriction, and
the t�ing power of the City is not pledged to the payment of the Bond, either as to principal, Redemption
Price or interest.
The Bond shall stand on a parity and be equally and ratably secured with respect to the payment
of principal or Redemption Price and interest from the net income and revenues derived from the
operation of the Combined Utilities and in all other respects with any Parity Bonds. The Bond shall not
have any priority with respect to the payment of principal, Redemption Price or interest from such net
income and revenues or otherwise over the Parity Bonds and the Parity Bonds shall not have any priority
with respect to the payment of principal or interest from such net income and revenues or otherwise over
the Bond.
ARTICLE V
FUNDS; DEPOSIT AND APPLICATION OF
BOND PROCEEDS AND OTHER MONEY
Section 501. Establishment of Funds. There are hereby created or ratified and ordered to be
established and maintained in the treasury of the City the following separate funds to be known
respectively as follows:
(a) Combined Utilities Fund (the "Revenue Fund")
(b) Debt Service Fund for the NDEE Note (the "Debt Service Fund")
(c) Combined Utilities Surplus Fund (the "Surplus Fund").
The funds referred to in Sections 501(a) through (c), inclusive, hereof shall be maintained and
administered by the City solely for the purposes and in the manner as provided in this Ordinance so long
as the Bond remains Outstanding within the meaning of this Ordinance.
�
Section 502. Deposit of Bond Proceeds and Other Money. The net proceeds of the Bond,
when received from time to time, shall be used to pay the costs of the Project as set forth in the Loan
Contract.
ARTICLE VI
APPLICATION OF REVENUES
Section 601. Revenue Fund. The City covenants and agrees that from and after the delivery of
the Bond, and continuing as long the Bond remains Outstanding hereunder, all of the revenues derived
and collected from the operation of the Combined Utilities shall as and when received be paid and
deposited into the Revenue Fund. Such revenues shall be segregated and kept separate and apart from all
other money, revenues, funds and accounts of the City and shall not be commingled with any other
money, revenues, funds and accounts of the City. The Revenue Fund shall be administered and applied
solely for the purposes and in the manner provided in this Ordinance.
Section 602. Application of Money in Funds. The City covenants and agrees that from and
after the delivery of the Bond and continuing so long the Bond shall remain Outstanding, it will on the
first day of each month administer and allocate all of the money then held in the Revenue Fund as
follows:
(a) Operation and Maintenance. There shall first be paid and credited from month
to month as a first charge against the Revenue Fund the Expenses of the Combined Utilities as the
same become due and payable.
(b) Debt Service Fund. There shall next be paid and credited monthly to the Debt
Service Fund, to the extent necessary to meet on each Bond Payment Date the payment of all
interest on and principal of the Bond, the following sums:
Commencing on the first day of the month which is twelve months preceding the first
payment date of the Bond (or such other date as may be determined by the City
Administrator, the "Initial Deposit Date"), and continuing on the corresponding day of
each month thereafter an amount which, when combined with additional equal monthly
amounts to be deposited pursuant to this subparagraph prior to the next falling Interest
Payment Date, will be sufficient to provide funds to pay the installment of principal and
interest due with respect to the Bond on such Interest Payment Date; provided, however,
that the terms of the Loan Contact shall control to the extent inconsistent with the
foregoing.
The amounts required to be paid and credited to the Debt Service Fund pursuant to this Section
602(b) shall be made at the same time and on a parity with the amounts at the time required to be
paid and credited to the debt service funds established for the payment of principal and interest on
Parity Bonds under the provisions of the Parity Ordinances.
Any amounts deposited in the Debt Service Fund as accrued interest or as capitalized
interest in accordance with Section 502(a) hereof shall be credited against the City's payment
obligations as set forth in this Section 602(b)(1).
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All amounts paid and credited to the Debt Service Fund shall be expended and used by
the City for the sole purpose of paying the interest on and principal of the Bonds as and when the
same become due at Maturity and on each Interest Payment Date.
If at any time the money in the Revenue Fund is insuffcient to make in full the payments
and credits at the time required to be made to the Debt Service Fund and on any Parity Bonds, the
available money in the Revenue Fund shall be divided among such debt service funds in
proportion to the respective principal amounts of such series of bonds at the time outstanding
which are payable from the money in such debt service funds.
(c) Debt Service Reserve Fund. The amounts required to be paid and credited to the
debt service reserve funds established for the Parity Bonds under the provisions of the Parity
Ordinances.
(d) Surplus Fund. After all payments and credits required at the time to be made
under the provisions of Sections 602(a), (b) and (c) hereof have been made, all money remaining
in the Revenue Fund shall be paid and credited to the Surplus Fund. Money in the Surplus Fund
may be expended and used for the following purposes as determined by the governing body of the
City:
(1) Paying the cost of the operation, maintenance and repair of the
Combined Utilities to the extent that may be necessary after the application of the money
as provided in Section 602(a) hereof;
(2) Paying the cost of extending, enlarging or improving the Combined
Utilities;
(3) Preventing default in, anticipating payments into or increasing the
amounts in the Debt Service Fund or the Debt Service Reserve Fund referred to in
Sections 602(b) and (c) hereof, or any one of them, or establishing or increasing the
amount of any debt service fund or debt service reserve fund created by the City for the
payment of any Parity Bonds;
(4) Calling, redeeming and paying prior to Stated Maturity, or, at the option
of the City, purchasing in the open market at the best price obtainable not exceeding the
redemption price (if any Bonds are callable), the Bonds or any Parity Bonds, including
principal or redemption price and interest;
(5) Any other lawful purpose in connection with the operation of the
Combined Utilities and benefiting the Combined Utilities; or
(6) For the general governmental and municipal functions of the City;
provided, however, that no such withdrawal from such Surplus Fund and payment into
the general fund of the City for the general governmental and municipal functions of the
City shall be made to the extent such payment treated as an operating expense would
reduce the Net Revenues Available for Debt Service for the preceding fiscal year
(determined in accordance with generally accepted accounting principles applied on a
consistent basis) to less than 110% of the annual Debt Service Requirement upon the
Bonds and all Parity Bonds in such fiscal year, or at a time when the City shall be in
default in the performance of any such covenant ar agreement.
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(e) Deficiency of Payments into Funds. If at any time the revenues derived from
the operation of the Combined Utilities are insufficient to make any payment on the date or dates
hereinbefore specified, the City will make good the amount of such deficiency by making
additional payments or credits out of the first available revenues thereafter received from the
operation of the Combined Utilities, such payments and credits being made and applied in the
order hereinbefore specified in this Section 602.
Section 603. Transfer of Funds to Paying Agent. The Treasurer is hereby authorized and
directed to withdraw from the Debt Service Fund, and, to the extent necessary to prevent a default in the
payment of the principal of or interest on the Bonds, from the Debt Service Reserve Fund and the Surplus
Fund as provided in Section 602 hereof, sums sufficient to pay the principal of and interest on the Bonds
as and when the same become due on any Bond Payment Date, and to forward such sums to the Paying
Agent in a manner which ensures the Paying Agent will have available funds in such amounts on or
before the Business Day immediately preceding each Bond Payment Date. If, through lapse of time, or
otherwise, the registered owners of Bonds are no longer entitled to enforce payment of their obligations, it
shall be the duty of the Paying Agent forthwith to return such funds to the City. All money deposited
with the Paying Agent shall be deemed to be deposited in accordance with and subject to all of the
provisions contained in this Ordinance.
Section 604. Payments Due on Saturdays, Sundays and Holidays. In any case where a Bond
Payment Date is not a Business Day, then payment of principal, Redemption Price or interest need not be
made on such Bond Payment Date but may be made on the next succeeding Business Day with the same
force and effect as if made on such Bond Payment Date, and no interest shall accrue for the period after
such Bond Payment Date.
ARTICLE VII
DEPOSIT AND INVESTMENT OF MONEY
Section 701. Deposit and Investment of Money.
(a) Money in each of the funds and accounts created by and referred to in this Ordinance
shall be deposited in a bank or banks located in the State that are members of the Federal Deposit
Insurance Corporation. All such deposits shall be continuously and adequately secured by the banks
holding such deposits as provided by the laws of the State.
(b) Money held in any fund or account referred to in this Ordinance may be invested in
Permitted Investments; provided, however, that no such investment shall be made for a period extending
longer than the date when the money invested may be needed for the purpose for which such fund or
account was created. All earnings on any investments held in any fund or account shall accrue to and
become a part of such fund or account, provided that, during the period of construction of the extensions
and improvements to the Combined Utilities, all earnings on the investment of such funds shall be
credited to the applicable project fund. All earnings on investments held in any Debt Service Reserve
Fund shall accrue to and become a part of such Fund until the amount on deposit in such Fund shall
aggregate the Debt Service Reserve Requirement; thereafter, all such earnings shall be credited to the
Debt Service Fund. In determining the amount held in any fund or account under any of the provisions of
this Ordinance, obligations shall be valued at the lower of the cost or the market value thereof; provided,
however, that investments held in any Debt Service Reserve Fund shall be valued at market value only. If
and when the amount held in any fund or account shall be in excess of the amount required by the
provisions of this Ordinance, the City shall direct that such excess be paid and credited to the Debt
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Service Fund, provided that, during the period of acquisition and construction of the extensions and
improvements to the Combined Utilities, such excess shall be paid and credited to the applicable project
fund.
(c) So long as any of the Parity Bonds remain outstanding and unpaid, any investments made
pursuant to this Section 701 shall be subject to any restrictions in the Parity Ordinance with respect to the
funds and accounts created by and referred to in the Parity Ordinance.
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
The City covenants and agrees with each of the registered owners of any of the Bonds that so
long as any of the Bonds remain Outstanding and unpaid it will comply with each of the following
covenants:
Section 801. Efficient and Economical Operation. The City will continuously own and will
operate the Combined Utilities as revenue producing facilities in an efficient and economical manner and
will keep and maintain the same in good repair and working order. The City will establish and maintain
such rules and regulations for the use of the Combined Utilities as may be necessary to assure maYimum
utilization and most efficient operation of the Combined Utilities.
Section 802. Rate Covenant. The City in accordance with and subject to applicable legal
requirements will fix, establish, maintain and collect such rates and charges for the use and services
furnished by or through the Combined Utilities as will produce revenues sufficient to (a) pay the costs of
the operation and maintenance of the Combined Utilities; (b) pay the principal of and interest on the
Bonds as and when the same become due at the Maturity thereof or on any Interest Payment Date; and (c)
enable the City to have in each fiscal year Net Revenues Available for Debt Service not less than 110% of
the Debt Service Requirements for such fiscal year. The City will require the prompt payment of
accounts for service rendered by or through the Combined Utilities and will promptly take whatever
action is legally permissible to enforce and collect delinquent charges. The City will, from time to time as
often as necessary, in accordance with and subject to applicable legal requirements, revise the rates and
charges in such manner as may be necessary or proper so that the Net Revenues Available for Debt
Service will be sufficient to cover the obligations under this Section 802 and otherwise under the
provisions of this Ordinance. If in any f scal year Net Revenues Available for Debt Service are an
amount less than as hereinbefore provided, the City will immediately employ a Consultant to make
recommendations with respect to such rates and charges. A copy of the Consultant's report and
recommendations shall be filed with the City Clerk and the Original Purchaser of the Bonds and shall be
furnished to any registered owner of the Bonds requesting a copy of the same, at the cost of such
registered owner. The City shall, to the extent feasible, follow the recommendations of the Consultant.
Section 803. Reasonable Charges for all Services. None of the facilities or services provided
by the Combined Utilities will be furnished to any user without a reasonable charge being made therefor.
Section 804. Restrictions on Mortgage or Sale of Combined Utilities. The City will not
mortgage, pledge or otherwise encumber the Combined Utilities or any part thereof, nor will it sell, lease
or otherwise dispose of the Combined Utilities or any material part thereof; provided, however, the City
may:
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(a) sell at fair market value any portion of the Combined Utilities which has been
replaced by other similar property of at least equal value, ar which ceases to be necessary for the
efficient operation of the Combined Utilities, and in the event of sale, the City will apply the
proceeds to either (1) redemption of Outstanding Bonds in accordance with the provisions
governing repayment of Bonds in advance of Stated Maturity, or (2) replacement of the property
so disposed of by other property the revenues of which shall be incorporated into the Combined
Utilities as hereinbefore provided;
(b) cease to operate, abandon or otherwise dispose of any property which has
become obsolete, nonproductive or otherwise unusable to the advantage of the City;
(c) lease, (1) as lessor, any real or personal property which is unused or unimproved,
or which has become obsolete, nonproductive or otherwise unusable to the advantage of the City,
or which is being acquired as a part of a lease/purchase financing for the acquisition and/or
improvement of such property; and/or (2) as lessee, with an option of the City to purchase, any
real or personal property for the extension and improvement of the Combined Utilities. Property
being leased as lessor and/or lessee pursuant to this subsection (c) shall not be treated as part of
the Combined Utilities for purposes of this Section 804 and may be mortgaged, pledged or
otherwise encumbered;
(d) grant a security interest in equipment to be purchased with the proceeds of any
loan, lease or other obligation undertaken in accordance with Article IX hereof; or
(e) sell, lease or convey all or substantially all of the Combined Utilities to another
entity or enter into a management contract with another entity i£
(1) The transferee entity is a political subdivision organized and existing
under the laws of the State, or instrumentality thereof, or an organization described in
Section 501(c)(3) of the Code, and expressly assumes in writing the due and punctual
payment of the principal or redemption price of and interest on all outstanding Combined
Revenue Bonds according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Ordinance;
(2) If there remains unpaid any Combined Revenue Bond which bears
interest that is not includable in gross income under the Code, the City receives an
opinion of Bond Counsel, in form and substance satisfactory to the City, to the effect that
under then existing law the consummation of such sale, lease or conveyance, whether or
not contemplated on any date of the delivery of such Combined Revenue Bond, would
not cause the interest payable on such Combined Revenue Bond to become includable in
gross income under the Code;
(3) The City receives a certificate of the Consultant which demonstrates and
certifies that immediately upon such sale or conveyance the transferee entity will not, as a
result thereof, be in default in the performance or observance of any covenant or
agreement to be performed or observed by it under this Ordinance;
(4) Such transferee entity possesses such licenses to operate the Combined
Utilities as may be required if it is to operate the Combined Utilities; and
(5) The City receives an opinion of Bond Counsel, in form and substance
satisfactory to the City, as conclusive evidence that any such sale, lease or conveyance,
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_�
I
and any such assumption, is permitted by law and complies with the provisions of this
Section 804.
Section 805. Insurance. The City will carry and maintain insurance with respect to the
Combined Utilities and its operations against such casualties, contingencies and risks (including but not
limited to property and casualty, fire and extended coverage insurance upon all of the properties forming
a part of the Combined Utilities insofar as the same are of an insurable nature, public liability, business
interruption or use and occupancy insurance, worker's compensation and employee dishonesty
insurance), such insurance to be of the character and coverage and in such amounts as would normally be
carried by other enterprises engaged in similar activities of comparable size and similarly situated. In the
event of loss or damage, the City, with reasonable dispatch, will use the proceeds of such insurance in
reconstructing and replacing the property damaged or destroyed, or in paying the claims on account of
which such proceeds were received, or if such reconstruction or replacement is unnecessary or
impracticable, then the City will pay and deposit the proceeds of such insurance into the Revenue Fund.
The City will annually review the insurance it maintains with respect to the Combined Utilities to
determine that it is customary and adequate to protect its property and operations. The City may elect to
be self-insured for all or any part of the foregoing requirements if (a) the City annually obtains a written
evaluation with respect to such self-insurance program from an Insurance Consultant, (b) the evaluation is
to the effect that the self-insurance program is actuarially sound, (c) unless the evaluation states that such
reserves are not necessary, the City deposits and maintains adequate reserves for the self-insurance
program with a corporate trustee, who may be the Paying Agent, and (d) in the case of workers'
compensation, adequate reserves created by the City for such self-insurance program are deposited and
maintained in such amount and manner as are acceptable to the State. The City shall pay any fees and
expenses of such Insurance Consultant in connection therewith. The cost of all insurance obtained
pursuant to the requirements of this Section 805 shall be paid as an Expense out of the Revenues of the
Combined Utilities.
Section 806. Books, Records and Accounts. The City will install and maintain proper books,
records and accounts (entirely separate from all other records and accounts of the City) in which complete
and correct entries will be made of all dealings and transactions of or in relation to the Combined
Utilities. Such accounts shall show the amount of Revenues received from the Combined Utilities, the
application of such Revenues, and all financial transactions in connection therewith. Such books shall be
kept by the City according to standard accounting practices as applicable to the operation of facilities
comparable to the Combined Utilities.
Section 807. Annual Budget. Prior to the commencement of each fiscal year, the City will
cause to be prepared and filed with the City Clerk a budget setting forth the estimated receipts and
expenditures of the Combined Utilities for the next succeeding fiscal year. Such annual budget shall be
prepared in accordance with the requirements of the laws of the State and shall contain all information
that is required by such laws.
Section 808. Annual Audit. Annually, promptly after the end of the fiscal year, the City will
cause an audit to be made which includes the operating results of the Combined Utilities for the preceding
fiscal year by a certified public accountant or firm of certified public accountants. Such annual audit may
be integrated within the City's general audit.
Section 809. Tax Covenants. The Mayor and Council hereby expressly declare the intent and
understanding that interest on the Bonds shall not be excludable from gross income under the terms of
Section 103 of the Internal Revenue Code of 1986, as amended, and the City as issuer shall not file any
information report with respect to the issuance of the Bonds pursuant to Section 149(e) of said Code.
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ARTICLE IX
ADDITIONAL BONDS AND OBLIGATIONS
Section 901. Senior Lien Bonds. The City covenants and agrees that so long as any of the
Bonds remain Outstanding, the City will not issue any additional bonds or incur or assume any other debt
obligations appearing as liabilities on the balance sheet of the City for the payment of money determined
in accardance with generally accepted accounting principles including capital leases as defined by
generally accepted accounting principles, payable out of the net income and revenues of the Combined
Utilities or any part thereof which are superior to the Bonds.
Section 902. Parity Lien Bonds. The City covenants and agrees that so long as any of the
Bonds remain Outstanding, it will not issue any additional Parity Bonds payable out of the net income
and revenues of the Combined Utilities or any part thereof which stand on a parity or equality with the
Bonds ("Parity Bonds") unless the following conditions are met:
(a) The City shall not be in default in the payment of principal of or interest on any
Bonds or any Parity Bonds at the time outstanding or in making any payment at the time required
to be made into the respective funds and accounts created by and referred to in this Ordinance or
any Parity Ordinance (unless such additional revenue bonds or obligations are being issued to
provide funds to cure such default); and
(b) Based upon the most recent audited financial statement of the City, the Net
Revenues Available for Debt Service derived by the City from the operation of the Combined
Utilities, for the fiscal year immediately preceding the issuance of additional bonds shall have
been equal to at least 125% of the Average Annual Debt Service with respect to all Combined
Revenue Bonds of the City, including the Combined Revenue Bonds proposed to be issued. In
the event that the Mayor and Council determine it necessary and advisable for the City to issue
Parity Bonds and the audit for the fiscal year next preceding the date of authorization of such
PariTy Bonds is not yet available, the City may issue such Parity Bonds if the audit for the fiscal
year immediately preceding such next preceding fiscal year shows that the Net Revenues
Available for Debt Service derived by the City from the operation of the Combined Utilities for
such fiscal year shall have been equal to 125% of the Average Annual Debt Service with respect
to all Combined Revenue Bonds of the City, including the Combined Revenue Bonds proposed to
be issued if the City Treasurer certifies that the unaudited books and records of the Combined
Utilities for the fiscal year next preceding the date of authorization of such Parity Bonds do not
show any variance in operating results which would be sufficient to evidence a reduction in debt
service coverage below 125% of the Average Annual Debt Service of all Combined Revenue
Bonds of the City, including the Combined Revenue Bonds proposed to be issued.
In the event any change in the rates, rentals and charges for the use and service of the
Combined Utilities or any part thereof has been made during the preceding fiscal year or during
the interval between the end of such fiscal year and the issuance of such Parity Bonds, or in the
event the City shall covenant in the ordinance or resolution authorizing the issuance of such
Parity Bonds to impose, effective upon the issuance of such Parity Bonds, higher rates, rentals
and charges for such use and service, compliance with the provisions of this Section 902 may be
evidenced by a certificate of a Consultant or Certified Public Accountant or firm of independent
Certified Public Accountants to be filed with the City Clerk prior to the issuance of any such
Parity Bonds. Such certificate shall state fully the facts upon which such certificate is based, and
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if it is a certificate of the Consultant shall have attached thereto the certified financial statement
for the fiscal year next preceding the date of authorization of such Parity Bonds used by the
Consultant in arriving at the conclusion stated in such certificate. The Consultant or independent
Certified Public Accountant shall, in determining the Net Revenues Available for Debt Service
for such fiscal year, adjust the collections to reflect the result as if such changed rates, rentals and
charges, or such higher rates, rentals and charges had been in existence for such entire preceding
fiscal year period, and the amount of such net collections and adjusted earnings as provided shall
be conclusive evidence and the only evidence required to show compliance with the provisions
and requirements of this Section 902. If the Council determines that the Net Revenues Available
for Debt Service for the fiscal year next preceding the date of the authorization of such Parity
Bonds, based upon a certified public accountant's report, comply without adjustment with the
requirements of this Section 902, no certificate from a Consultant or firm of engineers or
Certified Public Accountant or firm of independent Certified Public Accountants shall be required
to evidence compliance with the provisions of this Section 902.
Additional revenue bonds of the City issued under the conditions set forth in this Section 902
shall stand on a parity with the Bonds and shall enjoy complete equality or lien on and claim against the
net revenues of the Combined Utilities with the Bonds, and the City may make equal provision for paying
such bonds and the interest thereon out of the Revenue Fund and may likewise provide for the creation of
reasonable debt service funds and debt service reserve funds for the payment of such additional bonds and
the interest thereon out of money in the Revenue Fund.
Section 903. Junior Lien Bonds and Other Obligations. Nothing in this Section 903
contained shall prohibit or restrict the right of the City to issue additional revenue bonds or other revenue
obligations for any lawful purpose in connection with the operation of the facility and benefting the
Combined Utilities and to provide that the principal of and interest on such revenue bonds or obligations
shall be payable out of the revenues of the Combined Utilities, provided at the time of the issuance of
such additional revenue bonds or obligations the City is not in default in the performance of any covenant
or agreement contained in this Ordinance (unless such additional revenue bonds or obligations are being
issued to provide funds to cure such default), and provided further that such additional revenue bonds or
obligations shall be junior and subordinate to the Bonds so that if at any time the City shall be in default
in paying either interest on or principal of the Bonds, or if the City is in default in making any payments
required to be made by it under the provisions of Sections 602(a), (b) and (c) hereof, the City shall make
no payments of either principal of or interest on such junior and subordinate revenue bonds or obligations
until such default or defaults be cured. In the event of the issuance of any such junior and subordinate
revenue bonds or obligations, the City, subject to the provisions of this Ordinance, may make provision
for paying the principal of and interest on such revenue bonds or obligations out of money in the Revenue
Fund.
Section 904. Refunding Bonds. The City shall have the right, without complying with the
provisions of Section 902 hereof, to refund any of the Bonds under the provisions of any law then
available, and the refunding bonds so issued shall enjoy complete equality of pledge with any of the
Bonds which are not refunded, if any, upon the revenues of the Combined Utilities; provided, however,
that if only a portion of the Bonds are refunded and if such Bonds are refunded in such manner that the
refunding bonds bear a higher average rate of interest or become due on a date earlier than that of the
Bonds which are refunded, then such Bonds may be refunded without complying with the provisions of
Section 902 hereof only by and with the written consent of the registered owners of a majority in
principal amount of the Bonds not refunded.
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ARTICLE X
DEFAULT AND REMEDIES
Section 1001. Remedies Upon Default. The provisions of this Ordinance, including the
covenants and agreements herein contained, shall constitute a contract between the City and the registered
owners of the Bonds, and the registered owner or owners of not less than 10% in aggregate principal
amount of the Bonds at the time Outstanding shall haee the right for the equal benefit and protection of all
registered owners of Bonds similarly situated:
(a) by mandamus or other suit, action or proceedings at law or in equity to enforce
the rights of such registered owner or owners against the City and its officers, agents and
employees, and to require and compel duties and obligations required by the provisions of this
Ordinance or by the Constitution and laws of the State;
(b) by suit, action or other proceedings in equity or at law to require the City, its
officers, agents and employees to account as if they were the trustees of an express trust; and
(c) by suit, action or other proceedings in equity or at law to enjoin any acts or things
which may be unlawful or in violation of the rights of the registered owners of the Bonds.
Section 1002. Limitation on Rights of Registered Owners. No one or more registered owners
secured hereby shall have any right in any manner whatever by his or their action to affect, disturb or
prejudice the security granted and provided for herein, or to enforce any right hereunder, except in the
manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained for
the equal benefit of all registered owners of such Outstanding Bonds.
Section 1003. Remedies Cumulative. No remedy conferred herein upon the registered owners
is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition
to every other remedy and may be exercised without e�austing and without regard to any other remedy
conferred herein. No waiver of any default or breach of duty or contract by the registered owner of any
Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any
rights or remedies consequent thereon. No delay or omission of any registered owner to exercise any
right or power accruing upon any default shall impair any such right or power or shall be construed to be
a waiver of any such default or acquiescence therein. Every substantive right and every remedy conferred
upon the registered owners of the Bonds by this Ordinance may be enforced and exercised from time to
time and as often as may be deemed expedient. If any suit, action or proceedings taken by any registered
owner on account of any default or to enforce any right or exercise any remedy has been discontinued or
abandoned for any reason, or has been determined adversely to such registered owner, then, and in every
such case, the City and the registered owners of the Bonds shall be restored to their former positions and
rights hereunder, respectively, and all rights, remedies, powers and duties of the registered owners shall
continue as if no such suit, action or other proceedings had been brought or taken.
Section 1004. No Obligation to Levy Taxes. Nothing contained in this Ordinance shall be
construed as imposing on the City any duty or obligation to levy any ta�ces either to meet any obligation
incurred herein or to pay the principal of or interest on the Bonds.
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ARTICLE XI
DEFEASANCE
Section 1101. Defeasance. When any or all of the Bonds or the interest payments thereon have
been paid and discharged, then the requirements contained in this Ordinance and the pledge of revenues
made hereunder and all other rights granted hereby shall terminate with respect to the Bonds so paid and
discharged. Bonds ar the interest payments thereon shall be deemed to ha�e been paid and discharged
within the meaning of this Ordinance if there has been deposited with the Paying Agent, or other
commercial bank or trust company located in the State and having full trust powers, at or prior to the
Stated Maturity or Redemption Date of such Bonds, in trust for and irrevocably appropriated thereto,
money and/or Defeasance Obligations which, together with the interest to be earned thereon, will be
sufficient for the payment of the principal or Redemption Price of such Bonds, and/or interest to accrue
on such Bonds to the Stated Maturity or Redemption Date, as the case may be, or if default in such
payment shall have occurred on such date, then to the date of the tender of such payments; provided,
however, that if any such Bonds shall be redeemed prior to the Stated Maturity thereof, (a) the City shall
have elected to redeem such Bonds, and (b) either notice of such redemption shall have been given, or the
City shall have given irrevocable instructions, or shall have provided for an escrow agent to give
irrevocable instructions, to the Paying Agent to redeem such Bonds in compliance with Section 302(a)
hereof. Any money and Defeasance Obligations that at any time shall be deposited with the Paying Agent
or other commercial bank or trust company by or on behalf of the City, for the purpose of paying and
discharging any of the Bonds or the interest payments thereon, shall be and are hereby assigned,
transferred and set over to the Paying Agent or other bank or trust company in trust for the respective
registered owners of the Bonds, and such money shall be and are hereby irrevocably appropriated to the
payment and discharge thereof. All money and Defeasance Obligations deposited with the Paying Agent
or other bank or trust company shall be deemed to be deposited in accordance with and subject to all of
the provisions contained in this Ordinance.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201. Amendments. The rights and duties of the City and the registered owners, and
the terms and provisions of the Bonds or of this Ordinance, may be amended or modified at any time in
any respect by Ordinance of the City with the written consent of the registered owners of not less than a
majority in principal amount of the Bonds then Outstanding, such consent to be evidenced by an
instrument or instruments executed by such registered owners and duly acknowledged or proved in the
manner of a deed to be recorded, and such instrument or instruments shall be iiled with the City Clerk,
but no such modification or alteration shall:
(a) extend the maturity of any payment of principal or interest due upon any Bond;
(b) effect a reduction in the amount which the City is required to pay by way of
principal of or interest on any Bond;
(c) permit the creation of a lien on the revenues of the Combined Utilities prior or
equal to the lien of the Bonds or Parity Bonds;
(d) permit preference or priority of any Bonds over any other Bonds; or
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(e) reduce the percentage in principal amount of Bonds required for the written
consent to any modification or alteration of the provisions of this Ordinance.
Any provision of the Bonds or of this Ordinance may, however, be amended or modified by
Ordinance duly adopted by the governing body of the City at any time in any respect with the written
consent of the registered owners of all of the Bonds at the time Outstanding.
Every amendment or modification of the provisions of the Bonds or of this Ordinance shall be
expressed in an ordinance adopted by the governing body of the City amending or supplementing the
provisions of this Ordinance and shall be deemed to be a part of this Ordinance. A certified copy of every
such amendatory or supplemental Ordinance, if any, and a certified copy of this Ordinance shall always
be kept on file in the office of the City Clerk, shall be made available for inspection by the registered
owner of any Bond or a prospective purchaser or owner of any Bond authorized by this Ordinance, and
upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or
supplemental Ordinance or of this Ordinance will be sent by the City Clerk to any such registered owner
or prospective registered owner.
Any and all modifications made in the manner hereinabove provided shall not become effective
until there has been filed with the City Clerk a copy of the Ordinance of the City hereinabove provided
for, duly certified, as well as proof of any required consent to such modification by the registered owners
of the Bonds then Outstanding. It shall not be necessary to note on any of the Outstanding Bonds any
reference to such amendment or modification.
The City shall furnish to the Paying Agent a copy of any amendment to the Bonds or this
Ordinance made hereunder which affects the duties or obligations of the Paying Agent under this
Ordinance.
Section 1202. Notices, Consents and Other Instruments by Registered Owners. Any notice,
consent, request, direction, approval, objection or other instrument required by this Ordinance to be
signed and executed by the registered owners may be in any number of concurrent writings of similar
tenor and may be signed or executed by such registered owners in person or by agent appointed in
writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of
the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of
this Ordinance, and shall be conclusive in favor of the City and the Paying Agent with regard to any
action taken, suffered or omitted under any such instrument, namely:
(a) The fact and date of the execution by any person of any such instrument may be
proved by a certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such instrument acknowledged
before such officer the execution thereof, or by affidavit of any witness to such execution; and
(b) The fact of ownership of Bonds, the amount or amounts, numbers and other
identification of Bonds, and the date of holding the same shall be proved by the Bond Register.
In determining whether the registered owners of the requisite principal amount of Bonds
Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under
this Ordinance, Bonds owned by the City shall be disregarded and deemed not to be Outstanding under
this Ordinance, except that, in determining whether the registered owners shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent ar waiver, only Bonds which the
registered owners know to be so owned shall be so disregarded. Notwithstanding the foregoing, Bonds so
owned which have been pledged in good faith shall not be disregarded as provided if the pledgee
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establishes to the satisfaction of the registered owners the pledgee's right so to act with respect to such
Bonds and that the pledgee is not the City.
Section 1203. Electronic Transactions. The transactions described herein may be conducted
and this Ordinance and related documents may be sent, received and stored by electronic means. All
closing documents, certificates, and related instruments may be executed by electronic transmission.
Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents (or
documents executed by electronic transmission) shall be deemed to be authentic and valid counterparts of
such documents for all purposes, including the filing of any claim, action or suit in the appropriate court
of law.
Section 1204. Further Authority. The officers of the City, including the Mayor and City Clerk,
shall be, and they hereby are, authorized and directed to execute all documents and take such actions as
they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance
and to make ministerial alterations, changes or additions in the foregoing agreements, statements,
instruments and other documents herein approved, authorized and confirmed which they may approve and
the execution or taking of such action shall be conclusive evidence of such necessity or advisability.
Section 1205. Severability. If any section or other part of this Ordinance, whether large or
small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other
provisions of this Ordinance.
Section 1206. Governing Law. This Ordinance shall be governed by and constructed in
accordance with the applicable laws of the State.
Section 1207. Effective Date. This Ordinance is hereby determined to be a measure necessary
to carry out the City's contractual obligations with respect to the Refunded Bonds. This Ordinance shall
take effect and be in full force from and after its passage by the Mayor and Council and approval by the
Mayor and publication in pamphlet form as provided by law.
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PASSED AND ADOPTED: November 7, 2023.
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Clerk
EXHIBIT A TO ORDINANCE
(FORM OF LOAN CONTRACT)
A-1
LOAN AGREEMENT
(Governmental Borrower)
Between the
NEBRASKA DEPARTMENT OF ENVIRONMENT AND ENERGY
And
CITY OF GRAND ISLAND, NEBRASKA
NDEE PROJECT NO. D311690
DATED AS OF
DRAFT COPY FOR REVIEW - UNOFFICIAL FUNDING OFFER CONTINGENT
ON THE APPROVAL OF THE SFY 2024 INTENDED USE PLAN BY THE
NEBRASKA ENVIRONMENTAL QUALITY COUNCIL.
PLEASE SEE EMAIL FOR MORE INFORMATION.
ATTACHMENTS E, F, and 1.02 ARE NEEDED BEFORE
LOAN CAN BE SIGNED.
Loan: D311690
City of Grand Island
Page 1
Loan Version: 10:07.05.2023
LOAN AGREEMENT
BETWEEN THE
NEBRASKA DEPARTMENT OF ENVIRONMENT AND ENERGY
AND
THE CITY OF GRAND ISLAND, NEBRASKA
PROJECT NO. D311690
This LOAN AGREEMENT with SRF Number D311690 (hereinafter "Loan Agreement") is entered into by
and between the State of Nebraska, acting by and through the Nebraska Department of Environment and Energy
(hereinafter "NDEE") and the City of Grand Island, Nebraska (hereinafter "Borrower" or "City").
WITNESSETH THAT
WHEREAS, the federal Safe Drinking Water Act, including th�e Safe Drinking Water Amendments Act of
1996, and all amendment thereto (hereinafter "Federal Act") establis��d_a state revolving fund program; and
WHEREAS, to fund the state revolving fund prograrn, the United Staf�s (US) Environmental Protection
Agency (hereinafter "EPA") will make annual capitalization grants to the states ur�der Catalog of Federal Domestic
Assistance (CFDA) #66.468 for Safe Drinking Water State �evolving Funds, on ��e condition that each state
provide an appropriate match for such state's revolving fund; and
WHEREAS, Nebraska Revised State Statute (Neb.!F
NDEE to loan available funds in the Drinking;Water Facilities
pursuant to the Drinking Water State Revolvitt� �und Act (he
under such Act; and
I 5318 empowers the Director of the
iereinafter "Fund"} to borrowers
) and rules and regulations adopted
�sponsibility for administration and
WHEREAS, under the Act, the Director �f the I
management of the Loan Fund; anc!
WHEREAS, the Ne�raska Inves#ment Financ�
and Neb. Rev. Stat. §58 2d9 sfi seq. to is�uerevenue f
under the Act, including to prauide funds fc�r #he NDEE
the Federal Act; and
WHER�1�, pur�uar�tto suc
State Revalvin� Loan Fund Revenu
owning or op�r�t�ng Public Water �
constructing, imprc�ving, repairing, r�
in order to provide #he state match r
WHEREAS, the I�DEE may
"Pledge AgreemenY'), pursuar�t to w
defined herein) and certain otP�er re�
any, and interest on Drinking Wat�r'
time to time; and
WHEREAS, the Borrower is an "Owner" as defined in Neb. Rev. Stat. §71 5316(7); and
�(hereinafter °NIFA") is authorized under the Act
the purpose of financing projects as defined
iers and satisfy the state match requirements of
tion,'NiFA proposes to issue from time to time its Drinking Water
the purpc�se of providing funds to the NDEE to loan to persons
;braska to pay those eligible portions of the costs of acquiring,
ar extending safe drinking water projects (as defined in the Act),
� c�f the Federal Act; and
,ime to time enter into a pledge agreement with NIFA (hereinafter
ie NDEE will pledge the interest portion of Loan Repayments (as
� to NIFA for the payment of the principal of, redemption premium, if
Revolving Fund Revenue Bonds which may be issued by NIFA from
WHEREAS, the project to be financed under this Loan Agreement and described in Exhibit 1(hereinafter
"ProjecY') is an eligible project under the Act; and
WHEREAS, the project costs (as defined herein) are based upon estimates of the Borrower and at times
during or at completion of construction the loan amount may be adjusted by the NDEE pursuant to Section 2.01 of
this Loan Agreement; and
WHEREAS, the Borrower is listed in the NDEE Intended Use Plan; and
Loan: D311690 Page 2 Loan Version: 10:07.05.2023
City of Grand Island
WHEREAS, the NDEE has approved the Borrower's application for a loan from federal funds and the
state match requirement if and when received by and made available to the NDEE pursuant to the Federal Act
and the Act to finance Project Costs; and
NOW, THEREFORE, for and in consideration of the award of this Loan Agreement by the NDEE, the
Borrower agrees to complete the Project and to perform under this Loan Agreement in accordance with the
conditions, covenants, and procedures set forth below:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following terms as used in this
requires otherwise, have the following meanings:
(a) "Act" means the Drinking Water State Revolving Fund Act, Neb. Rev
amended.
re" means the person or
g bc�dy of the Barrower t
Ordinance No. of
f of Grand fsla�d, Nebra
ireement, and its succes
(b) "Additional Revenue Obligation" means any oblig�tit�n for the p�yment of money undertaken by the
Borrower which is payable from or secured by a pledge of, €�r lien upon, the System Revenues incurred
after the date of execution and dek�very of this Loan Agre�ment, including any capital lease entered into
by the Borrower the rentals of which are p��able from, or secured by a pledge of or lien upon, System
Revenues.
(c) "Authorized Rep
ordinance of the
to this Loan Aart
(d) "Bond Ordinance"
(e) "Borrower" rneans
(fl
utilities s
�m of the
(g) "Cut-off
will, unless the context clearly
-5314 to 71-5327, as
, pursuant to a resolution or
r execute any document relating
Borrower authorizing the Loan.
that is a party to and is described in the first
; and assignees.
ively, the Electric System, the Water System, and the
the date established by the NDEE, prior to which, the Borrower will make the final
for eligibte Project Costs.
(h) °Disadvantaged busi�l�ss ��lterprise" or "DBE" means an entity owned or controlled by a socially and
economically disadvan#ag�d individual as described by Public Law 102-389 (42 U.S.C. 4370d) or an
entity owned and control�etl by a socially and economically disadvantaged individual as described by
Title X of the Clean Air Act Amendments of 1990 (42 U.S.C. 7601 note); a Small Business Enterprise
(SBE); a Small Business in a Rural Area (SBRA); or a Labor Surplus Area Firm (LSAF), a Historically
Underutilized Business (HUB) Zone Small Business Concern, or a concern under a successor program.
(i) "Drinking Water State Revolving Fund" or "DWSRF" means the Nebraska Drinking Water State
Revolving Fund Act established pursuant to the Act and Regulations.
(j) "Due Date" means the dates specified for payment of principal and interest on the Loan as specified in
Section 2.06.
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City of Grand Island
_1
(k) "Electric System" means all properties and assets, real and personal and tangible and intangible, of the
Borrower, now or hereafter existing, used for or pertaining to the generation, transmission and
distribution and sale of electric power and energy, together with all extensions and improvements
thereto hereafter made or acquired by the Borrower; provided that, where the Borrower is a co-owner
with another person of an asset or property, only the Borrower's ownership share of such asset or
property, or of any addition, extension and improvement of the asset or property, so co-owned shall be
included in the Electric System hereunder; and provided further, that the Electric System shall not
include any facilities for the generation, transmission and distribution of electric power and energy
constructed or acquired by the Borrower as a separate utility system with the proceeds of sale of bonds
or other evidences of indebtedness (other than Bonds) which shall be payable solely from the revenues
or other income derived from the ownership or operation of such separate utility system.
(I) "Event of DefaulY' means any occurrence or event
V of this Loan Agreement.
(m) "Existing Revenue Obligation" means any obligation for a paym�nt of money undertaken by the
Borrower which is payable from or secured by a pledg� �if, or Fk,�n upon, the System Revenues existing
or outstanding at the time of execution and deliver�t of this Loan`Agreement by the Borrower, including
any capital lease entered into by the Borrower the r�ntals of which are payable from, or secured by a
pledge of or lien upon, System Revenues.
(n) "Federal AcY' means the Safe Drinking Water Aci, et seq. as
(o) "Fund" means the Drinking Water:Facilities Loan Fund esta�
(p) "GAAP" means generally
(q) "Indebtedness" means any financial
or credit extended, includin�, witho�
bonds or notes, lea�:s or lea�e-pur�
ded.
pursuant to
to the Water System.
repayment of borrowed moneys
�bligations, general obligation
cial transactions.
(r) "Initiation of Operafi�on" means th�;date on which the Borrower places the Project in operation or the
Project is capable of b�ing placed in operation for the purposes for which it was planned, designed, and
built.
(s) "Inten�ied Use Pian":means a dt�cument prep�z�ed annually by the NDEE which identifies the intended
u� c�f all State Revalrting Fund pr�ram funds. '
(t) "Late Rayment" means an�;payment#h�t is not received within fifteen days of the due date as
establish�d by this Loan Aqre�ment.
(u) "Lead Service Line" means a s�rvice line made of lead, which connects the water main to the building
inlet. A lead service kine may be owned by the water system, owned by the property owner, or both. A
galvanized service tine is cc�nsitlered a lead service line if it ever was or is currently downstream of any
lead service line or ser�ti� tine of unknown material. Goosenecks, pigtails, and connectors, whether
standalone or connected to a lead service line, may also be included as a part of lead line service for
replacement projects.
(v) "Loan" means the loan made by the NDEE to the Borrower to finance or refinance all or a portion of the
Project Costs pursuant to this Loan Agreement.
(w) "Loan AgreemenY' means this Loan Agreement, including the Attachments hereto, as it may be properly
supplemented, modified or amended.
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City of Grand Island
i
(x) "Loan Amount" means the principal amount specified in Section 2.01 of this Loan Agreement and as
amended which the NDEE has agreed to disburse to the Borrower subject to the terms, provisions, and
conditions of this Loan Agreement and the availability of State and Federal Funds.
(y) "Loan Finalization Date" means the date established by this Loan Agreement in which the Loan Amount
is considered finalized and no further disbursement can be made outside of the Loan Agreement being
amended.
(z) "Loan Repayments" means the payments of the Loan required to be made by the Borrower pursuant to
Section 2.06 of this Loan Agreement.
(aa) "Loan Terms" means the terms as established by this Loan AgC��ment.
(bb) "NDEE" means the Nebraska Department of Environ
Rev. Stat. §81 1501 et seq., as amended.
(cc) "NIFA" means the Nebraska Investment Fi
instrumentality of the State, and its succes
201 et seq., as amended.
(dd) "Note" means a promissory note of the
this Loan Agreement.
(ee) °ProjecY' means an eligible item farfu
Agreement.
(ffl °Project Costs" means eligible costs c
directly attributable tl��r�tt� and which
Act, and the Act, a��.Reguiati+ans. Es
(gg) °Public Water Syst�rrt°,means a Publi
(hh) °Regulatic�n�" means th
Wast��ter �rsa#ment
am�ndments theret� �ai
(ii) "Retair��ge" means co�
contra�tcre;#o assure sa
Qj) "Revenue C�bli�ation(s)"
and (iii) any At�c�i#�onal F
(kk) °SEC Rule" means Rule
Securities Exchange A�i
rule regarding disclosurE
by the
under the
�
�ity, a p
igns es
the Loan
established pursuant to Neb.
politic and corporate and an
ursuant to Neb. Rev. Stat. §58
of Attachment F to
d is as described in Exhibit 1 of this Loan
�r i��Fciental to the Project, which are
the N�3EE are eligible under the Federal
re described in Attachment B.
, as defined in Neb. Rev. Stat. §71 5301(10a).
ie, Title 131, Rules and Regulations forthe
;onstruction Assistance Programs, and any
ant to the Act.
back by the Borrower from the payments due to the
of the construction agreement.
without duplication, (i) the Loan; (ii) any Existing Revenue Obligation;
Obligation.
�'12 adopted by the Securities and Exchange Commission under the
1934, as such rule may be amended from time to time or such other similar
information in securities transactions.
(II) "Sewer System" means the entire wastewater treatment plant and facilities and sanitary sewer system
owned and operated by the Borrower for the collection, treatment and disposal of sewage, to serve the
needs of the Borrower and its inhabitants and others, including all appurtenances and facilities
connected therewith or relating thereto, together with all extensions, improvements, additions and
enlargements thereto hereafter made or acquired by the Borrower.
(mm) "State" means the State of Nebraska acting, unless otherwise specifically indicated, by and through the
NDEE and its successors and assignees.
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City of Grand Island
(nn) "System Revenues" means all rates, rentals, fees and charges, earnings, income, revenues, and other
monies, from any source derived by the Borrower through its ownership and the operation of the
Combined Utilities, including, without limiting the generality of the foregoing, (i) all income, fees,
charges, receipts, profits and other moneys derived from the sale, furnishing or supplying of the
services, facilities, commodities of the Combined Utilities; (ii) the earnings on and the income from the
investment of any moneys held in funds under the Bond Ordinance; (iii) the earnings on and the income
from the investment of other moneys derived from the ownership or operation of the Combined Utilities
to the extent that such earnings and income are allocated by or pursuant to law to the Combined
Utilities; (iv) special assessment payments and payments in aid of construction; (v) the proceeds
derived by the Borrower directly or indirectly from the sale, lease or other disposition of all or a part of
the Combined Utilities, and the proceeds of insurance and condemnation awards received with respect
to the Combined Utilities; (vi) any amounts deposited in escrow i� connection with the acquisition,
construction, remodeling, renovation and equipping of facilities to be applied during the period of
determination to pay interest on Revenue Obligations; and (uii) any other moneys of the Borrower which
are required by the provisions of the Bond Ordinance to t�� ��pJied to the payment of Bonds; provided,
however, that System Revenues shall not include (A} cust+�mers',_deposits or any other deposits subject
to refund, until such deposits have become the praperty of the Borr�vver, (B) earnings on and income
derived from the investment of moneys or Defe�S�nce Obligations ��s defined in the Bond Ordinance)
being held irrevocably for the retirement of incfe#�tedness of the Combined Utilities, or (C) moneys
deposited with the Borrower by employees far �:mployee benefit purposes.
(oo) "Trustee° means the trustee under any trust
which are deposited in the Fund. ;_
(pp) °User Charge System" means the r�rethc�d�l4gy used to
Combined Utilities System which produces the System
(qq) "Water System" m
for the production;
its inhabitants ar�d
thereto, together �
or acquired by the
IE
to revenue k�onds the proceeds of
user charge fee(s) for the users of the
�terus��rks plant and s�ystem au�ned and operated by the Borrower
it and :di�tributic�r� c�f i�rater, to serve the needs of the Borrower and
all appurfienances and f�cil�fi�s connected therewith or relating
improvemen#s, additions and enlargements thereto hereafter made
AND TERMS
Section 2.01. Ar�c�ur
and subject to the av;
five hundred thousan
Attachment B hereto.
(a) Loan Forgiveness.
to ali Q# the terms, provisions, and conditions of this Loan Agreement,
�deral f�znds, the NDEE will loan an amount not to exceed four million
to the Borrower to pay a portion of the Project Costs described in
(1) The total award of all Loan Forgiveness cannot exceed seventy-five percent of the total amount of
eligible Project Costs.
(2) Loan Forgiveness. This Loan Agreement includes DWSRF Loan Forgiveness of up to 62% of the
eligible Project Costs, up to a ceiling of two million seven hundred ninety thousand dollars
($2,790,000). The Borrower agrees to only perform work in and submit project costs from lead
service line replacements within poverty rate or high level of vulnerability, designated per Center
of Disease Control mapping, census tracts.
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City of Grand Island
(3) Lead Service Line Inventory Grant. This Loan Agreement includes DWSRF Lead Service Line
Inventory Grant of up to 10% of the eligible Project Costs, up to a ceiling of four hundred fifty
thousand dollars ($450,000).
(4) All Loan Forgiveness shall be effective only upon the completion of the Project in accordance with
this Loan Agreement, including compliance with the requirements of the DWSRF, as determined
by the NDEE and Initiation of Operation. The amount of such Loan Forgiveness shall be stated
on the final Attachment A repayment schedule prepared by the NDEE following disbursement of
the full Loan Amount and Initiation of Operation.
The final actual amount of the Loan and any Loan Forgiveness may be reduced without revision of any
other terms, provisions, or conditions of this Loan Agreement, other than adj,ustment by the NDEE to the final
repayment schedule in Attachment A hereto, to reflect reductions in the �stimated or actual total Project Costs as
impacted by opening of bids for construction, change orders, final a�tual Costs, and prepayments.
The Borrower must make provisions for the payment of alt costs of the Project exceeding the Loan
Amount. The NDEE may provide supplemental loan funds thrnugh a separat� l.oan Agreement. Receipt of any
supplemental loan funds is dependent on availability of unt�blit�ated funds in t�� Fund and any obligation of
additional funds to this Project is at the sole discretion c�f the NDEE with such reviseti or additional terms,
conditions, and covenants as the NDEE may require.
Section 2.02. Term of the Loan. The Borrower agrees to fuily r�pay th��.�an with interes� on the date of Initiation
of Operation or to begin repayment of princip�� and interest on ihe �ta�an within one (1) year frt�m the date of
Initiation of Operation, but no later than three (�� years from the da#� of the Loan, whichever occurs first, and to
repay such Loan in full no later than forty (4Q� y�ar� fr�m Initiation af Qperation and to pay all principal, interest,
administrative fees, and penalty fees when due, 'The B�rrc�wer shall prta�ide the NDEE no less than 60 days
written notice of its intent to repay the Loan all or in part or� fhe date of the �nitiation of Operation.
Section 2.03. Interest Rate
and the Intended Use Plan
annum (calculated on the b
pursuant to Section 2.06 of
��er��z rate on tni� �
applied iQ outstandir
a year �qwaling 360
an Acar��ment.
nined by the NDEE pursuant to Regulations
The interest rate on this Loan is 0.00% per
up of 12 months of 30 days each) to be paid
Section 2.04. R�dmin�r�#tv� Fee. T
Regulations ��d �hte Inten�#�d Use F
NDEE, or a# th�'direction of th� MRE
annum (calcul�t�J on the basis af �
pursuant to Sectic�n 2.06 of this Loai
Section 2.05. Disburs�rnent of Loai
of the loan pursuant to t�e following
�e ac#minisfrat[ve cate oh th�s Loan is determined by the NDEE pursuant to
an and is applied #� c�utstanding principal. The Borrower shall pay to the
E, to the NIFA or the Trustee, an annual administrative fee of 0.00% per
�ear equ�ling 360 days made up of 12 months of 30 days each) to be paid
the date of Loan Finalization, the Borrower may request disbursement
(a) Upon receipt of a disburserner�# request for work completed accompanied by any certification from the
Borrower required by th� �t[�EE, the NDEE shall make progress disbursements as established by Section
2.01 of this Loan Agreement that correspond to such request of the Loan Amount to be used by the
Borrower for Project Costs. The Borrower may obtain a copy of the disbursement record upon request to
the NDEE. Each disbursement shall be Automated Clearing House (ACH) by the State of Nebraska and
shall be equal to that portion of the unobligated principal amount incurred to the date of the request for
disbursement from the Borrower.
(b) Minimum Disbursement Percentaqe. The minimum amount of a disbursement request that is not a final
request must be at least 5% of the total loan amount of this Loan Agreement or $150,000, whichever is
the lesser, or the NDEE may choose not to process the request.
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City of Grand Island
(c) Submitted requests for disbursement must be supported by the following: (i) proper invoices for Project
Costs; (ii) a certificate of the Authorized Representative to the effect that all representations made in this
Loan Agreement remain true as of the date of the request and that no adverse developments affecting
the financial condition of the Borrower or its ability to complete the Project or to repay the Loan have
occurred since the date of this Loan Agreement; and (iii) other documentation acceptable to and
approved by the NDEE.
(d) The Borrower may request disbursement of the Loan Amount for eligible Project Costs, when such
Project Costs have been incurred and are due and payable to project contractors. However, actual
payment of such Project Costs by the Borrower is not required as a condition of a disbursement request.
Any Retainage withheld by the Borrower corresponding to the progress payment made to any contractor
will be withheld by the NDEE until such Retainage is either reduc�d or released to the contractor by the
Borrower.
(e) The Borrower shall submit a draft of the operation and maittter►�nce manual for the Project to the
designated Engineering Section at NDEE before disburs��ents €;�e��ed 75% of the Project Costs. The
Borrower shall submit a final operation and maintenance manual to thc� designated Engineering Section
at NDEE and receive approval before disbursem�rtis exceed 95% of tia� Project Costs or final
disbursement, whichever comes first.
(fl If a request for disbursement is not received by tt�� �IDEE within eighteen (18} rrtonths from either the
effective date of this Loan Agreement or the last disb�rsemer�t r�quest, the NDE� may finalize, close, or
terminate this agreement pursuant tc� Section 6.12 of thi� L�an Agreement.
Section 2.06. Loan Pavments.
(a) Principal and Interest Pavments. The
the NIFA or the Trustea, c��a �� before
in Section 3.02 herec�fi; appr�priate in
on the Loan to the tVC?EE has be�n,p�
shall be paid semianr�ually on Decem
Repayment Schedule in A�tachmer�ti
date and the final disburserr�ent Qf L�
the
in f
�15
ea
�r sha�� pay to the N���, or at the direction of the NDEE, to
dates specified below, but only from the sources specified
Es of principai �nd interest until all principal and interest due
. installments of principal, interest, and administrative fees
nt! ,l�ne 15 of each year in accordance with the Loan
ed that, following the receipt of the Initiation of Operation
�eds #� ihe Borrower, a revised Attachment A shall be
:bt service schedule based upon the parameters described
rtd� Attachment A thereafter shall be deemed to be
pari hereof and shall supersede and replace the projected
prepara�i by �tte �i�?EE to e
in the p�'t�jected Att��mer
incat�pc�rated herein by ref€
Attachrnent A.
The NDEE wiil,�send the B�
Loan disburse�nent occurs
fee charges on'tY�e next se
(b) Optional Prepavment �f th�
an invaice 30 days prior to the due date of each payment. When a
voices are mailed, the NDEE will include adjustments for interest and
al invoice.
(1) If the Borrower is receiving Loan Forgiveness, the Borrower may not prepay the Loan in whole or
in part within ten (10) years of the date of this Loan Agreement. After the ten years, the Borrower
may prepay the Loan together with any accrued interest in whole or in part without penalty upon
giving no less than 60 days written notice to the NDEE of its intent to prepay.
(2) If the Borrower is not receiving Loan Forgiveness, the Borrower may prepay the Loan together
with any accrued interest in whole or in part at any time without penalty upon giving no less than
60 days written notice to the NDEE of its intent to prepay.
(3) Once the Borrower is able to prepay the loan, the Borrower may make a partial prepayment of the
Loan Amount only if the prepayment amount is greater than the lesser of 10°/a of the outstanding
Loan: D311690 Page 8 Loan Version: 10:07.05.2023
City of Grand Island
amount of the Loan, or fifty thousand dollars ($50,000). The NDEE shall prepare a new Loan
Repayment Schedule to revise Attachment A following receipt of any partial prepayment of the
Loan and such revised Attachment A thereafter shall be deemed to be incorporated herein by
reference and made a part hereof and shall supersede and replace Attachment A.
(c) Mandatory Prepavment of Loan. If the Borrower receives a grant from any source for any portion of the
Project Costs for which a portion of the Loan Amount has been disbursed and is outstanding under this
Loan Agreement, the Borrower must notify the NDEE immediately and such portion of the Loan Amount
shall become immediately due and payable.
(d) Delinquent Pavment Penaltv and Penaltv Interest. Payments may be considered delinquent by the NDEE
if not received within 15 days of the due date and for any such detinquent payment, the Borrower agrees
to pay a 5% administrative penalty of said delinquent payment. ln addition, the Borrower agrees to pay
penalty interest on any such delinquent payment at the rate af 1°lo per month of the amount of such
delinquent payment from and after the due date until it is pai�i, Failure to pay any payment or other
charges due within sixty days of the date due will result in tFre Barre�wer's account to be considered a
delinquent account, subject to State of Nebraska actic�n pursuant ta ��te,provisions of Article V of this
Agreement
Section 2.07. Proiect Schedule. The Borrower �
following projected schedule of milestone dates:
(a) Construction Start — October 2023
(b) Substantial completion of const
(c) Initiation of Operation — December
Section 2.08.
(a) To comply with the r�uii
procurement activities`ur
reasonable e�ent possik
Busines� �ntetpri��:s for
(b) To m�e the following'gt
sunnties: ,.
EPA's
whe
steps of the Projec# �n accordance with the
2026
to the following:
antaged Business Enterprise (DBE) Program for
contained in 40 CFR, Part 33, and, to the fullest
:rcent will be made available to Disadvantage
ng construction, equipment, services, and
(1) Ensure DBEs are mad� aware of contracting opportunities to the fullest extent practicable
througt� ��atreach and r�iuitment activities. This includes placing DBEs on a solicitation list and
soliciting them wheneverthey are potential sources;
(2) Make informa#ic�n or� fc��thcoming opportunities available to DBEs and arrange time frames for
contracts and esi�bEish delivery schedules, where the requirements permit, in a way that
encourages and facilitates participation by DBEs in the competitive process. This includes,
whenever possible, posting solicitations for bids or proposals for a minimum of 30 calendar days
before the bid proposal closing date;
(3) Consider in the contracting process whether firms competing for large contracts could
subcontract with DBEs. This includes dividing total requirements when economically feasible into
smaller tasks or quantities to permit maximum participation by DBEs in the competitive process;
(4) Encourage contracting with a consortium of DBEs when a contract is too large for one of these
firms to handle individually;
Loan: D311690 Page 9 Loan Version: 10:07.05.2023
City of Grand Island
(5) Use the services and assistance of the Small Business Administration and the Minority Business
Development Agency of the Department Commerce; and
(6) If the prime contractor awards subcontracts, require the prime contractor to take the steps in
paragraphs (1) through (5) of this section.
Section 2.09. Borrower's Drinkina Water Use Ordinances and User Charqe Svstems.
(a) The Borrower agrees to obtain approval from the NDEE of its User Charge System, and to adopt and
implement any necessary changes before the Project is placed in operation.
(b) The Borrower agrees that it shall not modify, amend, make add
Ordinance or User Charge System without the consent of the N
Agreement; with the exceptions of the following changes:
(1) Any increase in rates and charges necessary ar deemed n'
Borrower in order to comply with the provisio�� of this Loai
any ordinance and other agreement pursu��'k to which any
issued, and for which the revenues of t�� User Charge Sy;
(2) Any increase deemed necessary by the g
issuance of or provide for the payment of
Section 2.10. Other Conditions and Terms. ''
(a) Enaineering Services. The Borrower sh�[� provide
supervision and resident inspection during �onstri
(b) Construction Aqreem�;nt Awatd. The Borrower sh
the construction agreement.
(c) Initiation of Operation. T�e Engine��ing Section a
NDEE of th� dats of Initiatfc�� of C3�eratian of the I
(d)
of the
ng t
mal
mainta
to, or deletions from its Bond
during the term of the Loan
by the governing body of the
ent, the Bond Ordinance, or
Obligations have been
e been pledged; or
the Borrow�t` �� order to permit the
ue Obliqations.
and adequate engineering
rrence and authorization of
NDEE shall provide written notification to the
ct. On failure of the Engineering Section to set an
wk at the construction record or placement into
Borroo�r,shall provide written notification to the NDEE of the construction
(e) Capacitv Develc�r�ment. The Bt�rrr�wer agrees to maintain a system of records for annual review and
reporting of technic�l, manageri�l; and financial capacity of the Water System to demonstrate continued
compliance with th� requiremertts of the Nebraska Safe Drinking Water Act as provided under Nebraska
Administrative Code, Ti��e '17�— Public Water Systems, and the requirements of an operating permit, as
issued by the NDEE. Th� B��rower agrees to make any necessary system changes to achieve an
acceptable Public Water System Capacity Survey assessment; acceptable, as determined by the NDEE
prior to final disbursement of loan proceeds, and to maintain that acceptable assessment level status
during the period of repayment.
(fl Contractor's Securitv. The Borrower agrees to require any contractor of the Project to post separate
performance and payment bonds or other security approved by the NDEE in the amount of the bid.
(g) Certified Operator. The Borrower agrees to provide a certified operator pursuant to Nebraska
Administrative Code, Title 179 — Public Water Systems, Chapter 2, Regulations Governing Public Water
Supply Systems.
Loan: D311690 Page 10 Loan Version: 10:07.05.2023
City of Grand Island
(h) Site Title and Easements. The Borrower must certify that, for its lead service line replacement project, site
title does not need to be acquired or held by the Borrower for real property where service line
replacements are located, from a point extending from the water main through the water meter of the
service line replacement.
(i) Contractor's Pavments. The Borrower agrees to make prompt payment to its contractor(s) of sums due
for construction and to retain only such amounts as may be justified by specific circumstances and
provisions of the construction agreement.
Q) Bid Solicitation. The Borrower agrees to notify the NDEE of its intent to solicit bids for the project and to
request the latest State Revolving Fund Federal Assurance Packet from the NDEE. The Borrower agrees
to follow the directions in the packet and to include and insert all the required information, text,
documents, and other items into the bid solicitation in accordance with the packet.
(k) Debarment or Suspension. The Borrower acknowledges that doing business with any party that has been
declared ineligible to receive federal contracts may result in an event of default, disallowance of federal
funds under this Loan Agreement, and may also result in suspension ar debarment under 40 CFR Part
32. Instructions for finding the federal list of current companies declared;ineligible can be found at the
following website: https://www.dol.qov/apencieslofccp/debarred-list.
(I) Other Federal Requirements. The Borrower agrees to comply with other applicable Federal Requirements
in Attachment D hereto.
(m) Project Sign. If requested by the NDEE, theBorrower agre�.sto display a project sign created by the
NDEE. The displaying of a project sign may include both physical displays and digital displays. This can
include, but not be limited to, a physica! board provided by the NDEE to be displayed at a designated site,
digital graphic to be posted on a Borrowsr's website, qx image and text to be posted in a newsletter,
community notice, ornewspaper. The NDEE will provide instruction� fpr displaying fhe Project Sign.
(n) Emplovment under.P�61ic Contracts, LB 403. The B�rrower agrees to comply with the provisions of
Legislative Bill 403, `�pproved by the Governor on April 8, 2009. The following language is required and
will be included in all agreements made with contr�ctors and is a pass-through requirement for his or her
subcontractors.
"The Contractor is re�uired and hereby agrees to use a federal immigration verification system to
determine the work eligibility status of new employees physically performing services within the State of
Nebraska. A federal immigration verification system means the electronic verification of the work
authorization program autharized by the Illegal Immigration Reform and Immigrant Responsibility Act of
1996, 8 U.�.C. 1324a, known a5 the E-Verify Program, or an equivalent federal program designated by
the United States Department of,Homeland Security or other federal agency authorized to verify the work
eligibility status of a newly hired �mployee. If the Contractor is an individual or sole proprietorship, the
following applies: 1. The Cont,ractor must complete the United States Citizenship Attestation Form,
available on the Departrnent of Administrative Services website at www.das.state.ne.us; 2. If the
Contractor indicates on such attestation form that he or she is a qualified alien, the Contractor agrees to
provide the US Citizenship �nd Immigration Services documentation required to verify the Contractor's
lawful presence in the United States using the Systematic Alien Verification for Entitlements (SAVE)
Program; and, 3. The Contractor understands and agrees that lawful presence in the United States is
required and the Contractor may be disqualified or the contract terminated if such lawful presence cannot
be verified as required by Neb. Rev. Stat. §4-108."
(o) Waae Rate Requirements. Davis-Bacon prevailing wage requirements will apply to the construction,
alteration, and repair of a public building or public work, or building or work carried out in whole or in part
with assistance made available by this Loan Agreement. For wages that require a Davis-Bacon prevailing
wage, the Borrower certifies compliance with the following:
Loan: D311690 Page 11 Loan Version: 10:07.05.2023
City of Grand Island
(1) Obtaininp a Wa4e Determination.
Monitorina for Current Waae Determinations Durina Solicitation Period. While the
solicitation remains open, the Borrower shall monitor https://sam.Qov/ weekly to
ensure that the wage determinations contained in the solicitation remain current.
The Borrower shall amend the solicitatior�:if the Department of Labor issues a
modification to the wage determinations more than ten (10) days prior to the
closing date for the solicitation.
2. Monitorina for Current Wape Determinations After Closina Date. Unless
extended in writing by the NDEE, if the Borrower does not award the contract
within ninety (90) days of the closing date for the scalicitation, the Borrower shall
monitor https://sam.Qov/ on a weekly basis for any modifications or supersedes
the Department of Labor makes on the wage determinations contained in the
solicitation and shall amend the solicitation.
(iv)
(i) WaQe Determinations for Solicitina. The Borrower is responsible for and shall obtain the
wage determinations for the locality of the project prior to issuing requests for bids,
proposals, quotes, or other methods for soliciting contracts for the project (hereinafter
"soliciting"). These wage determinations will be incorporated into solicitations and any
subsequent contracts. Prime contract must contain a provision requiring that
subcontractors follow the wage determinations incorporated into the prime contract.
(ii) Waae Determinations for Non-Publishetl Solicitations. If the Borrower issues a task order,
work assignment, or similarinstrument to an existing contractor, or ordering instrument,
rather than by publishing a solicita#ion, the Bor�ower shall insert the appropriate wage
determinations from httr�s?/lsam.ctavl into the ordering instrument.
(iii) Veri�i�a#ion of Waqe Determinations lnclusion.: The Borrower shall review all contracts
ar�d subcontractors and verify that all contracts include the applicable wage
determinations.
Issuance of Revised Wacae Determinations. The Department of Labor may issue a
revised wage tl�#�rmination applicable to a Borrower's contract after the award of a
contract or the issuance of an ordering instrument if the Department of Labor determines
that the Borrower has failed to incorporate a wage determination or,has used a wage
determi ' n that cleaxl�r does not apply to the contract or ordering instrument. If this
occurs, the Borrower shall either: i) terminate the contract or ordering instrument and
issue a revised solicitation; or ii) incorporate the Department of Labor's wage
determination retroactive to the beginning of the contract or ordering instrument by
change order. All contractors must be compensated for any increases in wages resulting
fror� fhe use of the Department of Labor's revised wage determination.
(2) NDEE Federal Assurance Packaae. Before soliciting, The Borrower agrees to contact the NDEE
for the most recent applicable NDEE Federal Assurance Package and to incorporate the package
into the solicitation documents. If the Borrower has failed to incorporate the most recent
applicable NDEE Federal Assurance Package, the Borrower shall either: i) terminate the contract
or ordering instrument and issue a revised solicitation, or ii) incorporate the NDEE Federal
Assurance Package by change order.
(3) Contract and Subcontract Provisions. The Borrower shall insert in full for any contract entered
into for the actual construction, alteration, and/or repair, including painting and decorating, of a
public building or public work, or building, or work as defined by the NDEE, the required clauses
as listed in most recent applicable NDEE Federal Assurance Package.
Loan: D311690 Page 12 Loan Version: 10:07.05.2023
City of Grand Island
(4)
(i) Unlisted Classifications. The Borrower shall require that any class of laborers or
mechanics, including helpers, which is not listed in the applicable wage determination
and which is to be employed under the contract shall be classified in conformance with
the wage determinations in accordance with procedures established within the NDEE
Federal Assurance Package.
(ii) Weeklv Pavroll Review and Certifications. The Borrower shall monitor, collect, and review
weekly payrolls for each week in which any contract work is perFormed and provide
written confirmation in a form satisfactory to the NDEE indicating whether or not the
project is in compliance with the Davis-Bacon prevailing wage requirements.
(iii) Withholdinq Pavments. The Borrower shall, upon written request by authorized
representatives of the NDEE, the EPA, or of th� Department of Labor, withhold or cause
to be withheld from a contractor under this Lc���a Agreement or any other Federal contract
with the same prime contractor, or any at�t�;rfederally-assisted contract subject to Davis-
Bacon prevailing wage requirements, wt�ic�r is hefc# by the same prime contractor, so
much of the accrued payments or advances as may be considered necessary to pay
laborers and mechanics, includint� �pprentices, trainee�„and helpers, employed by the
contractor or any subcontractorfhe full amount of wages,r�;guired by the contract. In the
event of failure to pay any labc�rer or mechanic, including any apprentice, trainee, or
helper, employed or working on the site of the work, all or par� �f the wages required by
the contract, the EPA may, after wri�ten notir,e tc� the contractor, s��nsor, applicant, or
owner, take such a�tic�n as may be ne�essary to cause the suspertsi�n of any further
payment, advance, �sr g�arantee of funds ue�tii such violations have ceased.
$100,000 must comply with the
et seq., as am��tded. The Borro
required clau��s �s li�t�l in the
addition:
(i)
of the
and Sai
may be
subconi
;cess of $100,Ot}t}. All contracts in an amount in excess of
ct U1��ek Nours ar�d'�afety Standards Act, 40 U.S.C. 3701
all insert in full for an� ccantract in excess of $100,000 the
ecent a�apiicabl�: NDEE Federal Assurance Package. In
i Pay_,,,rner�ts. The Borrower, upon written request by authorized representatives
E, the EPi�, �r of the d�partment of Labor, shall withhold or cause to be
�m ar�� moneys �a�rable on account of work performed by the contractor or
ror �ander any sueh �on#raet or any other Federal contract with the same prime
or an� s�ther federalty-assisted contract subject to the Contract Work Hours
Standard� Act, which is held by the same prime contractor, such sums as
ermined to be necessary to satisfy any liabilities of such contractor or
rt��r fior unpaid wages and liquidated damages as determined by the NDEE.
(ii) '' lUl�intaininq of Pa��rroll and Records. The Borrower shall insert a clause requiring that the
contractor or s�bcontractor shall maintain payrolls and basic payroll records during the
cours� of the'w�rk and shall preserve them for a period of three years from the
comple��r� e�f �i�e contract for all laborers and mechanics, including guards and
watchmen;::working on the contract. Such records shall contain the name and address of
each such employee, social security number, correct classifications, hourly rates of
wages paid, daily and weekly number of hours worked, deductions made, and actual
wages paid. Further, the Borrower shall insert in any such contract a clause providing
that the records to be maintained under this paragraph shall be made available by the
contractor or subcontractor for inspection, copying, or transcription by authorized
representatives of the NDEE, EPA and the Department of Labor, and the contractor or
subcontractor will permit such representatives to interview employees during working
hours on the job.
Loan: D311690
City of Grand Island
Page 13
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(6)
(5) Compliance Verification.
(i) Interview Reauirement. The Borrower shall periodically interview a sufficient number of
employees entitled to Davis-Bacon prevailing wages to verify that contractors and/or
subcontractors are paying the appropriate wages. All interviews must be conducted in
confidence. The Borrower must use Standard Form 1445 or equivalent documentation to
memorialize the interviews. Copies of Standard Form 1445 are available from the EPA
upon request.
(ii) Intenriew Frequencv. The Borrower shall establish and follow an interview schedule
based on its assessment of the risks of noncompliance with the Davis-Bacon prevailing
wage requirements posed by contractors or subcc�ntractors and the duration of the
contract or subcontract. The Borrower must conduct more frequent interviews if the initial
interviews or other information indicated that there is a risk that the contractor or
subcontractor is not complying with Davis-Baec�� prevailing wages. The Borrower shall
immediately conduct interviews in respvnse to an.a4Jeged violation of the prevailing wage
requirements. All interviews shall b� �onducted in' c�t�fidence.
(iii) Interview Spot Checks. The
representative sample of we
are paying the appropriate w
check schedule based on its
prevailing wages pc�sed by c
or subcontract. The �c�rrc3we
check or other inforr�tatian in
subcontractor is not complyii
examinations the Borrowec s
(iv) Revi�:,,,,,;,ua.of A[
and sub�canti
with respe�t ;
of Labor, or �
disp�`c�p�rtion
conder��d in
arrc�wer shall periodically cc�nduct spot checks of a
�ly payroll data to verify that can#ractors or subcontractors
ge r`�tes. The Borrower shall es#�blish and follow a spot
issessment of th�; risks of noncorrrpliance with Davis-Bacon
ntractors ar St�bCb�ntractors and the d�r�tion of the contract
must conduct more frequent spot checks if the initial spot
i�ates that ther� is a risk that the contractor or
� with Davis-Bac�r� prevailing wage. In addition, during the
all verify evidence of fringe benefit plans and payments
I subcon#r�ctors who claim credit for fringe benefit
nd Trairt��s. The Borrower shall periodically review contractor's
of appr�r�tices and trainees to verify registration and certification
eship anct training programs approved by either the Department
{�prt�priate; �nd that contractors and subcontractors are not using
s of, l�borers, trainees and apprentices. These reviews shall be
� with the schedules for spot checks and interviews described in
ugh iii) of this Loan Agreement.
Patential Violations. The Borrower must immediately report potential violations of the Davis-
Baco� prevailing wage requirements to the NDEE, EPA, and to the appropriate Department of
Labor Wa�e and Hour Qi�trict Office listed at https://www.dol.gov/agencies/whd/contacUlocal-
offices.
(p) Human Traffickinq. Uncter th�,, requirements of Section 106 of the Trafficking Victims Protection Act of
2000, as amended, the foitc�wing provisions apply to this award:
"The Municipality, its employees, sub-recipients under this award, and sub-recipients' employees may not
engage in severe forms of trafficking in persons during the period of time that the award is in effect;
procure a commercial sex act during the period of time that the award is in effect; or use forced labor in
the performance of the award or sub-awards under the award."
(q) American Iron and Steel (AIS) Products. Use of Loan funds for partial or full payment of the construction,
alteration, maintenance, and repair of "Public Water Systems", as defined by the Federal Act, must be
constructed pursuant to Public Law 113-76, et seq., as amended, which includes American Iron and Steel
Act (AIS) requirements. The Borrower agrees to be responsible for and to comply with all American Iron
Loan: D311690 Page 14 Loan Version: 10:07.05.2023
City of Grand Island
and Steel conditions and requirements pursuant to the American Iron and Steel Act and agrees to provide
written certification of such compliance to the NDEE after construction completion.
(r) State Cvbersecuritv. If the Borrower's nefinrork or information system is connected to EPA networks for
the purpose of transferring data using systems other than the Environmental Information Exchange
Network, or EPA's Central Data Exchange, the Borrower agrees that when collecting and managing
environmental data for this Project, the Borrower will protect the data by following all applicable state law
cybersecurity requirements. Prior to collecting, managing, or transferring any environmental data, the
Borrower agrees to contact the EPA and the assigned EPA Project Officer, notifying the NDEE when they
have done so, and work with the EPA to ensure that any connections between the Borrower's nefinrork or
information system and EPA networks used by the Borrower to transfer data under this Loan Agreement
are secure.
(s) Loan Finalization Date. This Loan Agreement will be cons
processes the final disbursement request by the Borrower
written notification of the construction completion pursuarr
whichever occurs first.
(t) Build America Buv America. Use of Loan fund� for pa
maintenance, and repair of Public Water System�, as
pursuant to Public Law 117-58, 135 Stat. 429, 70�f11-
America Buy America Act (hereinafter BABA) requirei
and to comply with all BABA conditic�ns and requirem
provide written certification of such c�3mpliance to the
�lized either upon the date the NDEE
(12) months fol4owing receipt of the
12.10(d) of this Loan Agreement,
rtial or full payment:r�# the construction, alteration,
defined by the Federa� Act, must be constructed
70927, et seq., as amenc�e�l„ which includes Build
construction completion unless i) the Bc�rrower has request�
any party designated by the NDEE, per#�ining t� t#�e Project
general applicability waiver; or ii) all contrikxuting Ager��ies to
have advised the Borrc�w�r in; writing that BABA requirem�nt
When applicable (e
construction materi;
(1) All iran and
m
has
k�e 8orrower agree� tc� be responsible for
kuant to the BABA A� �nnd agrees to
>r any party designated by the NDEE, after
ar�d obtained a waiver from the NDEE, or
rthe Project is otherwise covered by a
�e RrQject that require BABA compliance
are nat �applicable to the Project.
less elit�ible for a wai�er, etC.), all of th�: �ron, steel, manufactured products, and
;d in the project are prc��#�ced in the United States per the following:
are prc�duced in the United States. This means all
�itial meiting stage through the application of coatings,
afacturec! prc�ducts used in the project are produced in the United States. This means the
;tured produ�t was martuf�actured in the United States, and the cost of the components of
ufactured prod[�ct that ar� rnined, produced, or manufactured in the United States is
han 55% of the t�tal cost of all components of the manufactured product, unless another
� fc�r determining the minimum amount of domestic content of the manufactured product
n esfablished urrder applicable law or regulation.
(3) All construction m�t�t�als are manufactured in the United States. This means that all
manufacturing pracesses for the construction material occurred in the United States.
The Borrower agrees to comply with all record keeping and reporting requirements under all applicable
legal authorities, including any reports required by the NDEE, the EPA, or any party designated by the
NDEE or EPA, such as performance indicators of program deliverables, information on costs and project
progress. The Borrower understands that: i) each contract and subcontract related to the Project is
subject to audit by appropriate federal and state entities; and ii) failure to comply with the applicable legal
requirements and this Loan Agreement may result in a default hereunder subject to the conditions
pursuant to Article V of this Loan Agreement and other remedial actions.
Loan: D311690
City of Grand Island
Page 15
Loan Version: 10:07.05.2023
The BABA requirements do not supersede the American Iron and Steel requirement and both provisions
still apply and work in conjunction.
(u) Federal Flood Risk Manaqement Standard (FFRMS). For the project noted in Exhibit 1, it must be at or
above (i) the elevation and flood hazard area that result from using a climate-informed science approach
that uses the best-available, actionable hydrologic and hydraulic data and methods that integrate current
and future changes in flooding based on climate science. This approach will also include an emphasis on
whether the action is a critical action as one of the factors to be considered when conducting the analysis;
(ii) the elevation and flood hazard area that result from using the freeboard value, reached by adding an
additional 2 feet to the base flood elevation for non-critical actions and by adding an, additional three (3)
feet to the base flood elevation for critical actions; (iii) the area subject to flooding by the 0.2% annual
chance flood; or (iv) the ele�ation and flood hazard area that result from using any other method identified
in an update to the FFRMS.
This does not apply if the project is not a substantial improvcment (i.e. projects worth more than 50% of
the market value or replacement costs of the facility), basecton an NDEE approved opinion submitted by
a licensed professional engineer per Section 2.10(a) of this Loan Agreement.
(v) Lead Service Lines. Use of funds for lead service lines shall be eligible pursuant to the Infrastructure
Investment and Jobs Act (Public Law No. 117-58) and the Federal Act. In ad�n, the Borrower agrees
to the following:
(1) The project and use of funds will be for lead service ljne replacement projec,ts and associated
activities directly connected to the identification, planning, design, and replacement of lead
service lines. Costs associated with non-lead serviceJines are ineligible; and
(2) Lead service lines will be replaced in their entirety and cannot be partially replaced, unless a
portion of the line Mas already been replaced or is concurrently being replaced with another
funding source; and
(3) The Borrowee agrees to provide documentation established by the Department of compliance
with full lead line service replacement to the Department for review and approval at the time lead
service line replacernent project is initiated.
(w) Lea� �nrice Line Inv�ntorv. The Borrower shall submit a final Lead Service Inventory, per the
reqpirements of the Federal Act, to ara�l receive acceptance from the Monitoring & Compliance Section at
NDEE, by October 16, 2024, or befor�; disbursements exceed 95% of the Project Costs, whichever
comes first. The disbursement of all funds is contingent upon the Borrower performing all needed
activities for t�e identification, planning and design of a Lead Service Line Inventory per the requirements
of the Federal Act.
(x) Prohibition on Certain �'�lecorr+�iunication and Video Surveillance Services or Equipment. The Borrower
agrees to comply with the regulations of 2 CFR 200.216, Prohibition on certain telecommunication and
video surveillance services or equipment, and section 889 of Public Law 115-232. The Borrower shall
prohibit procuring (enter into, extend, or renew contracts) or obtaining equipment, systems, or services
that use "covered telecommunications equipment or services" identified in the regulations as specified by
this section as a substantial or essential component of any system, or as critical technology as part of any
system for the Project. This prohibition extends to Borrowers and their subrecipients (i.e. Consulting
Engineers, contractors, etc.) that "uses any equipment, system, or service that uses covered
telecommunications equipment or services" as a substantial or essential component of any system, or as
critical technology as part of any system. Certain equipment, systems, or services, including equipment,
systems, or services produced or provided by entities subject to the prohibition are recorded in the
System for Award Management exclusion list (https://sam.pov/content/exclusions).
Loan: D311690
City of Grand Island
Page 16
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ARTICLE III
REPRESENTATION AND COVENANTS OF THE BORROWER
Section 3.01. Representations of the Borrower. The Borrower represents as follows:
(a) Orqanization and Authoritv.
(1) The Borrower is a village, town, city, district, association, or other public body created by or
pursuant to the constitution and statutes of the State of Nebraska.
(2) The Borrower has full legal right and authority and has att'necessary licenses and permits
required as of the date hereof (or is in the process of c�btaining all necessary licenses and permits
that will be required, but are not required to be in place �s of the date hereofl to own, operate and
maintain its Water System, to carry on its activiti� r�lating thereto, to execute and deliver this
Loan Agreement, to undertake and complete th�; Project, �nd to carry out and consummate all
transactions contemplated by this Loan Agre�ment.
(3) The proceedings of the Borrower's go�ei
and authorizing its execution, issuance, ;
the Borrower to undertake and complete
conducted and the resolution of the Born
duly and lawfully adopted. _
(4) This Loan Agreement has be+
Borrower, and constitutes the
accordance with its terms.
(b) Full Disclosure. To the #�st i�r
disclosed to the N€��� in writii
materially adversely afF�cts or
System, or the ability df �theBc
its duties, co��nants, obli�ati�
(c) Non-Litis�ation. There i� no cor
knou�le�lge of the Borr�wec, th
organiz�tion of the Borrower c
offices, "(iii} the legality of any;!
constitutionality,or validity of tt
proceedings F�att in relation to
Section 2.09 and �ection 3.02
Repayments or oth�rvuise obs�
this Loan Aareement. '
� body conducted to �pprove this Loan Agreement
delivery on behalf of th� �3qrrower, and authorizing
Project, h�ve been duly a�� lawfully convened and
r"s govet�ni�g body approving 5uch matters has been
�ed, ex�cuted, and delivered on behalf of the
d bindina ok��iaation of the Borrower enforceable in
e of th� Borrower, ther� is no fact that the Borrower has not
e Borrow�r"s a�plication far the Loan or otherwise anything that
I materially adversely affect the properties, activities of its Water
to make all �t�an Repayments and otherwise observe and perform
agreement ur�der this Loan Agreement.
°oversy, suif`or aih�:r proceeding of any kind pending, or to the best
�aier�ed questioning,`disputing or affecting in any way the: (i) legal
its bc�undaries; (ii) the right or title of any of its officers to their respective
Ficial aci taken in connection with obtaining the Loan; (iv) the
indebtedn�ss represented by the Loan Agreement; (v) any of the
�� authorization or execution or the pledging of the revenues stated in
�this Loan Agreement; or (vi) the ability of the Borrower to make all Loan
ve and perform its duties, covenants, obligations and agreements under
(d) Comqliance with Existina Laws and AQreements. The authorization, execution and delivery of this Loan
Agreement by the Borrower, and the perFormance by the Borrower of its duties, covenants, obligations,
and agreements thereunder will not result in any breach of any existing law or agreement to which the
Borrower is a party.
(e) No Defaults. No event has occurred and no condition exists that would constitute an Event of Default. The
Borrower is not in violation of any agreement which would materially adversely affect the ability of the
Borrower to make all Loan Repayments or otherwise observe and perform its duties, covenants,
obligations, and agreements under this Loan Agreement.
Loan: D311690 Page 17 Loan Version: 10:07.05.2023
City of Grand Island
(fl Governmental Consent. The Borrower has obtained all permits and approvals required to date under this
Loan Agreement (or is in the process of obtaining all permits and approvals that will be required, but are
not required to be in place as of the date hereofl for the undertaking or completion of the Project and the
financing or refinancing thereof. The Borrower has complied with, or expects to comply with, all applicable
provisions of law requiring any notification, with any governmental body or officer in connection with this
Loan Agreement or with the undertaking or completion of the Project and the financing or refinancing
thereof.
(g) Compliance with the Law. The Borrower:
(1) Is in compliance with all laws, ordinances, governmental rules and regulations to which it is
subject, including, without limitation, any public hearing or {aublic notice requirements or
environmental review requirements contained in the R��[�ations, with which the failure to comply
would materially adversely affect the ability of the B�rro�rver to conduct its activities, enter into this
Loan Agreement or undertake or complete the Pr�je�t, �r�d
(2) Has obtained, or expects to obtain, all I
authorizations presently necessary for �
materially adversely affect the ability of
(h) Use of Loan Proceeds. The Borrower will apply
Loan Agreement:
(1) To finance or refinance a
(2) Where applicable, to reimburse the Barr�r3wer for a portion of the Project Costs, which portion was
paid or incurred in anticipation of r�imburs�tn�nt,by the I�t}�E and is eligible for such
reimbursement ��t�uant to the Regulations. At1 �f such cost5 constitute Project Costs for which
the NDEE is aufit��riz�d t�o make lo�ns to the Borrow�r }aursuant to the Act and the Regulations.
(i) Proiect Costs. The Bc�t�rower certifie� that the Prc�ject Costs, as listed in Attachment B, are reasonable
and accurate estimatians and, up4n direction of fih� NDEE, will supply the same with a certificate from its
engineer stating that suc�t c�sts �r� reasc�nable and accurate estimations, taking into account investment
income, if any,;;t�a b!� realized during the cc�urse of cc�nstruction of the Project and other money that would,
absent the Loan, h�#�� been us�ci to pay the €�r�jec# Costs.
Section 3.
Project C+�sfs;: and
>, permits, franchises or other governmental
�ership of its praperty which, if not obtained, would
rrower to complete';�he Project.
>ceeds of the Loan as d�s�ribed in Article II of this
(a) Dedicated Sc�urce of Revenue fc�r Repavment of the Loan. The Borrower hereby pledges to the NDEE,
and grants a 1i�t� to the NDEE c�n,, the System Revenues as the dedicated source of revenue for the
repayment of the �c�an. The ple�ge herein provided for is made in accordance with and under the terms
of the Bond Ordinance and is s�red on a parity with the pledge made thereunder. The Borrower shall
fix, establish, maintain' �nd cc�ll�ct such rates, fees, and charges for the use and services furnished by or
through the Borrower's G�t'nbined Utilities Systems including all improvements and additions hereafter
constructed or acquired bythe Borrower, as will provide revenues sufficient to (i) pay the cost of the
operation and maintenance, and replacement of the Combined Utilities Systems, (ii) pay at least 110% of
the principal of and interest on the Loan as and when the same become due, and (iii) pay all other
amounts due at any time under this Loan Agreement. The lien of the NDEE on the revenues of the
Borrower's Combined Utilities System, shall be on a parity with the lien on such revenues of the
Borrower's Existing Revenue Obligations now outstanding and any Additional Revenue Obligations
hereafter issued on parity with such Revenue Obligations. The Borrower hereby expressly reserves the
right to issue Additional Revenue Obligations on parity with the lien described in this Loan Agreement and
the other outstanding Revenue Obligations, provided, the Borrower complies with the covenants
contained in this Subsection 3.02(a). The System Revenues shall be collected and maintained in
separate accounts or ledgers for the operation and maintenance costs and for principal and interest
Loan: D311690
City of Grand Island
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payments on the Loan and the Other Revenue Obligations. The funds in such accounts or ledgers shall
be restricted for their intended use, and the Loan obligation shall be reported on the financial statements
of the Borrower. The Borrower agrees to develop a User Charge System based on actual or estimated
use of Combined Utilities Systems services, providing that each user or user class pay its proportionate
share of operation and maintenance (including replacement) costs within the Borrower's service area,
based on each users demand or potential demand for service and to conduct at least a biennial review of
adequacy of the user charge rates. The Borrower agrees the initial financial analysis performed by the
NDEE in Attachment C is a reasonable estimate of the Project Costs, of the financial condition of the
Borrower in relation to this Project, and of the user charges necessary at the time of initiation of operation
of the Project. The NDEE may review this information annually to ensure the Borrower's compliance with
the Loan conditions and update Attachment C to reflect any changes.
(a) Performance Under Loan Agreement. The Borrower agrees:
(1) They are in compliance with the following
i. Civil Rights Act of 1964, 42. U.S.
ii. Section 504 of the Rehabilitatic�
iii. Age Discrimination Act of 1975,
(2) To comply with all applicabl� �tatE
this Loan Agreement (includi��, k�+
Attachment D of this Loan Agre�rr
(3) To cooperate with the NDEE in thr
covenants, oblig�tic�r�s,,,and agre�i
Agreement,
(b) Completion of Proiect a,nd Provisic�� of Mo
(1) T� exercise its best e#fc�ets [n acca
`cca�np#e�� tt��: Project ��td to so ac�
comaletion dafe set forth in Article
era! regulations and will be subject to:
QOOd, et seq:, �s amended;
of 1973, 29 U.S.C. 794, et seq., as amended; and
S.C. 6102, et seq., as
and federal (�S+uS, r�rl�s, and regulations �rt the performance of
: not limited to th� federal crosscutting items set forth on
.nt, and other NDEE Regulations); and
observance and perFt�r�ance of the respective duties,
r
i�nts of the Bt�rrc�wer and the NDEE under this Loan
evs Therefore. The Borrower agrees:
�ance w�tE�.prudent public water supply utility practice to
�mplish such completion on or before the estimated Project
(2} 'To provide from its own finar�c[al resources all moneys, in excess of the total amount of proceeds
'it r�ceives pursuant t� this Loan A�reement, required to complete the Project.
(3) At the +cpmpletion of th�: V1/ork (e.g., the LSL Replacement at a Residential Property, etc.), the
City andlar it's Contract�r:shall remove from the Site and adjacent areas all tools, appliances,
construction equipment and machinery, and surplus materials and shall restore to original
condition all pr�pe►#� nt�f designated for alteration in the use of the loan funds.
(c) Delivery of Documents. Concurrently with the delivery of this Loan Agreement (as previously authorized
and executed) at the loan closing, the Borrower will cause to be delivered to the NDEE each of the
following items:
(1) Counterparts of this Loan Agreement (as previously executed by parties hereto);
(2) Copies of the ordinances and/or resolutions of the governing body of the Borrower authorizing the
execution and delivery of this Loan Agreement certified by an Authorized Representative;
(3) An Opinion of the Borrower's Counsel substantially in the form of Attachment E hereto;
Loan: D311690 Page 19 Loan Version: 10:07.05.2023
City of Grand Island
_,
(4) An executed Note (or other evidence of indebtedness) evidencing the Borrower's obligations
under this Loan Agreement in the form of Attachment F;
(5) An executed certificate of the Borrower in the form of Attachment G hereto; and
(6) Such other certificates, documents, opinions, and information as the NDEE may require.
(d) Operation and Maintenance of Public Water Svstem. The Borrower agrees that it shall operate in
accordance with Nebraska Administrative Code, Title 179 — Public Water Systems, Chapter 22, and
ensure the following:
(1) At all times operate the properties of its Water System
(2) Maintain its Water System, making all necessary
additions, betterments, and improvements neces
working order and operating condition.
(e) Disposition of Water Svstem. The Borrower
System at all times during the term of the Lc
Water System will not be so used in the abs
(1) Supervening circumstances not a
(2) Adverse circumstances
(3) Obsolescence of such insut
result of normal use thereof.
The Borrower s�
Public Wat�r Sy;
not sell, lease;. al
accordance wit�'
h�r�under to the
sh��( a�ur�e all
Public Water Sys�
�ubdivision of the
�r oaerate the Pu
efficient manner; and
repairs, renewals, replacements,
tain its system in good repair,
it intends tc� ovvn and operate the Water
�er does not know of any reason why the
3s�erov�rer at the time c�f #�e Loan;
ntrol of
; or;
Water System as may occur as a
�t sell, lease, abandon crr �therwise dispose of all or substantially all of its
exc�pt on 90 days' �ric�r written n�ti�e to the NDEE and, in any event, shall
on ar �therwise di�pose of the same unless the Borrower shall in
ion 4.Q2 hereof assi�n this Loan Agreement and its rights and interests
h���i car l�ssee of the Public Water System and such purchaser or lessee
�, cc�venan#s, obligatior�� and agreements of the Borrower under this Loan
nt s�all the Borrc��r�r sell, lease, abandon, or otherwise dispose of the
to arty person or entity other than a municipal corporation or other political
te of Nek�raska, or any combination thereof, that has legal authority to own
Befor�;any proposed d�isposition of the Public Water System can be made, the Borrower shall
provide the NDEE, and N�FA if NIFA is an assignee of the Note, with an opinion of a nationally
recognizett k�t�nd coun��:! that such proposed disposition is permitted by the provisions of this
subparagraph; and, fu�her, that such disposition shall not endanger the exclusion from gross
income for federai i�c�me tax purposes of the interest on any bonds issued to fund deposits into
the Loan Fund, nor shall it relieve the Borrower of its duties, covenants, obligations and
agreements under this Loan Agreement.
(fl Records and Accounts. The Borrower shall maintain accurate records and accounts in accordance with
generally accepted accounting principles, including principles relating to the reporting of infrastructure
assets for its Combined Utilities System Records (the "System Records"), which shall be separate and
distinct from its other records and accounts (the "General AccounY'). The System Records and General
Accounts shall be made available for inspection upon request by the NDEE at any reasonable time. The
Borrower shall, upon written request by the NDEE during the term of the Loan, engage an independent
auditor to conduct an audit of the projecYs financial records in accordance with generally accepted
government auditing standards. The Borrower shall provide the NDEE a copy of the audit report, provided
Loan: D311690
City of Grand Island
Page 20
Loan Version: 10:07.05.2023
(1) Principal and interest p�
(2) Non payment rei�ted dE
f3} Rating cha��es on any',
(4) i�dverse tax opir��r�r�� or
(5) Unscheduled draws a� �
such audit shall not be due to the NDEE sooner than 210 days following the close of the fiscal year, or
years, identified in the request for audit. In the event that during the period in which the Project financed
by this Loan Agreement is under construction, and the Borrower expends, for any purpose, total federal
funds in excess of seven hundred fifty thousand dollars ($750,000) during the Borrower's fiscal year, then
the Borrower shall, irrespective of any request from the NDEE, provide the NDEE a copy of the Single
Audit made on the Borrower's General Accounts perFormed by an independent auditor required in such
cases by 2 CFR Part 200 — Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards. In the sole discretion of the NDEE, any requirement herein to perform
and/or provide an audit at the request of the NDEE may be waived by the NDEE on the basis of the
Borrower's receipt of an audit waiver received from some other government agency and accurately
acknowledging the Borrower's obligation to the NDEE under this Loan or for any other reason acceptable
to the NDEE.
(g) Inspections; Information. The Borrower shall permit the EPA, #t�� NDEE, and any party designated by the
NDEE to examine, visit, and inspect, at any and all reaso[��b�e #i�nes, the property, if any, constituting the
Project, and to inspect and make copies of any accounts, #�ooks, ��d records, including (without
limitation) its records regarding receipts, disburseme�ts, eontracts, investments, and any other matters
relating thereto and to its financial standing, and stlall supply such repc�rk� and information as the EPA
and the NDEE may reasonably require in conn�ctit�� therewith. _
(h) Financial Information. The Borrower specifically agr�es to provid�
copies of such financial information and operating data of th� B�►i
System and the prompt notification o�#he occurrence a#�ert�ir� rti
for the NDEE to comply with its corl�int�ing disclosure obiie�atic�ns
information shall be prepared in accardance'with GAAP. Suct� fin
requested, shall be supplied within 21 f} days after #he end of it� fi
will be prepared, but is not available within 210 days of the end o
unaudited financial infart�ati4n shall be prc��ided to th� NQEE pe
information. For pur���es �f t#�is paragraph,;"rnaterial event" �ha
delinque�t�ies on any I
; to the NDEE � reasonable number of
rower and the Ceambined Utilities
iaterial events, ta th� extent necessary
set forth in the SEC Rule. Such financial
ancial information and operating data, if
�cal year. If audited financial information
�the appropriate Borrower's fiscal year,
�tlint� receiqt of audited financial
ng any Indebtedness;
ng the tax exempt status of any Indebtedness; or
reserves or credit enhancements on any Indebtedness
(i) Insurance. The Borr�wer will carry and maintain such reasonable amount of all risk insurance on all
properties and all operations �f the Public Water System as would be carried by similar sized municipal
operators of Public Water �y�tem, insofar as the properties are of an insurable nature. The Borrower also
will carry general liability irtsurance in amounts not less than the maximum liability of a governmental
entity for claims arising out of a single occurrence, as provided by the Nebraska Political Subdivisions
Tort Claims Act (Neb. Rev. Stat. §§13-901 to 13-928), or other similar future law.
Q) Continuin4 Representations. The representations of the Borrower contained herein shall be true at the
time of the execution of this Loan Agreement and at all times during the term of this Loan Agreement.
(k) Notice of Material Adverse Chanae. The Borrower shall promptly notify the NDEE of any material adverse
change in the activities, prospects, or condition (financial or otherwise) of the Borrower's Public Water
System, in accordance with the provisions of Sections 3.02(g) and 3.02(i) of this Loan Agreement, or in
Loan: D311690 Page 21 Loan Version: 10:07.05.2023
City of Grand Island
the ability of the Borrower to make all Loan Repayments and otherwise observe and perform its duties,
covenants, obligations and agreements under this Loan Agreement.
(I) Additional Covenants and Reauirements. If necessary in connection with the making of the Loan
Agreement, additional covenants and requirements, if any, are hereby incorporated with their inclusion to
Attachment I, Other pocuments.
ARTICLE IV
ASSIGNMENT
Section 4.01. Assiqnment and Transfer bv the NDEE. The Borr
assignment or transfer of this Loan Agreement that the NDEE d
and administration of the Fund. The Borrower hereby specificall
interest portion of the Loan Repayments to NIFA.
Section 4.02. Assiqnment bv the Borrower. This Loan
reason, unless the following conditions shall be satisfiE
(a) The NDEE shall have approved said assignment
(b) The assignee is a village, town, city, di�1
pursuant to State law of the State of i�lel
or operate the Public Water System;
(c) The assignee shall have expressly assu
the Borrower's duties, c�v�na�t�, and o�
assignment shall nra� r�lieve tfie �qrrow�
Agreement;
(d) The assignment will
under ar�tr l���tiz�e A
(e) The ��sign
inter�� �n
(� The Borrorr
(1) An
sul
any bonds is�ued by
all provide th� NDEE,
a
any
nt may not be
ng;
by the Borrower for any
, or other public body created by or
�n thereof, that has legal authority to own
Ila
approves and consents to any
�ary in connection with the operation
ie assignment and pledging of the
Ful observance and performance of
�ement; provided, however, such
obligations under this Loan
the NDE�'s ability to meet its duties, covenants and obligations
��d in writing by the NDEE;
the exc�usi�n from gross income for federal tax purposes of the
fund deposits into the Loan Fund; and
IFA if NIFA is an assignee of the Note, with:
ey satisfactory to the NDEE that each of the conditions set forth in
I and (c) above has been met; and
(2) An opinion of natic��a�11y`recognized bond counsel satisfactory to the NDEE that the condition set
forth in subparagraph Section 4.02(e) above has been met.
ARTICLE V
EVENTS OF DEFAULT AND NONCOMPLIANCE
Section 5.01. Event of Default. Event of Default means: (i) any violation or noncompliance by the Borrower of any
of the material provisions of this Loan Agreement; (ii) material violation or noncompliance by the Borrower of any
provision of federal, state, or local regulations or requirements; (iii) failure by the Borrower to pay when due any
Loan: D311690 Page 22 Loan Version: 10:07.05.2023
City of Grand Island
Loan Payment pursuant to Section 2.06 of this Loan Agreement and for such payment to be considered
delinquent by the NDEE; and (iv) a material default under the terms of any Revenue Obligation and other parity
obligation allowing any holder of such obligation the right to exercise any remedies against the Borrower.
Section 5.02. Notice of Default.
(a) If an Event of Default shall occur and is discovered by the Borrower, the Borrower shall give the NDEE
prompt telephonic notice of the Event of Default. Such telephonic notice shall be immediately followed by
written notice of such Event of Default given in the manner as established by Section 6.03 of this Loan
Agreement.
(b) If an Event of Default shall occur and is discovered by the NDEE, #he NDEE shall give the Borrower and
the NIFA prompt telephonic notice of the occurrence of such �u�nt flf Default. Such telephonic notice
shall be immediately followed by written notice from the ND�� ft� the Borrower of such Event of Default
given in the manner as established by Section 6.03 of this Lt�ar� Agreement.
Section 5.03. Remedies on Default.
(a) Whenever an Event of Default shall have occurr�! and be continuing, the �IDEE or the Borrower shall
have the right to take whatever action at law or in equity may appear necessat�r, or desirable to collect the
amounts then due and to become due or to enforc� the performance and obs�rvance of any obligation or
agreement of the Borrower (induding, without limitation,,withhtaidi�tg remaining L��n disbursements,
cancellation of this Loan Agreement ar�d acceleration t�f tt� �em�ining scheduled p�incipal payments set
forth on Attachment A, or such oth�r!r�medies provided to the'NDEE in the Act and the Regulations).
(b) If the Borrower fails to make any payment of
interest imposed pursuant to this Loan AgreE
2.06 of this Agreement, fihe payment shall b�
the Borrower is entitled under I�I�b. Rev. Sta
Section 5.04. Expenses. Up�an the occurrer�ce of an
Borrower shall, on demand, pa�r �c� the NQE� the re�
collection of Loan }�e{��ayments or ar�yy o#h��t ��rrr�t due
observation of any �rth�:r duties, covenants, obligatic�
request by the �c�rrower, th� I�pEE shalt provide co�
which the NQEE is requesting'payment.
Section 5.05. �
shall be applied;
(a) First, to pay
(b) Second, to pay
(c) Third, to pay principal
by the NDEE pursuant to Section 5.03 or 5.04 hereof
the Loan as the same becomes due and payable;
as the same becomes due and payable;
payable on the Loan;
(d) Fourth, to pay expenses owed by the Borrower pursuant to Section 5.04 hereof; and
(e) Fifth, to pay any other amounts due and payable hereunder as such amounts become due and payable.
To the extent that the NDEE's right to receive Loan Repayments is on a parity of lien basis with the lien of
Existing Revenue Obligations or Additional Revenue Obligations on the Borrower's System Revenues,
such moneys shall be applied pro rata to all such obligations.
Section 5.06. No Remedv Exclusive; Waiver; Notice. No remedy herein conferred upon or reserved to the parties
hereto is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every
Loan: D311690 Page 23 Loan Version: 10:07.05.2023
City of Grand Island
and interesi, administrative fee, late fee, or penalty
�tin 60 days �f the due dates specified in Section
� fr�rr� the amQunt of aid to municipalities to which
)3. ��ch �mount shall be paid directly to the Fund.
�r�i �f Default, and to the extent permitted by law, the
��bfe fees and expenses incurred by the NDEE in the
rec��der or in the enforcement of performance or
or agreements of the Borrower contained herein. Upon
c�f sta#ements evidencing the fees and expenses for
other remedy given under this Loan Agreement or now or hereafter existing at law or in equity. The parties hereto,
in good faith, shall exercise such remedies with due diligence in a timely manner, however, no delay or omission
to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or
power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from
time to time and as often as may be deemed expedient. In order to entitle the parties hereto to exercise any
remedy reserved to them in this Article, it shall not be necessary to give any notice, other than such notice as may
be required in this Article V.
Section 5.07. Retention of Riahts. Nofinrithstanding any assignment or transfer of this Loan Agreement pursuant
to the provisions hereof, or anything else to the contrary contained herein, the parties hereto shall have the right
upon the occurrence of an Event of Default to take any action, including (without limitation) bringing an action
against the defaulting party at law or in equity, as such party may, in its di�Gretion, deem necessary to enforce the
obligations of the defaulting party pursuant to this Loan Agreement.
Section 5.08. Violation of Loan Aqreement Provisions. Violatic
Loan Agreement by the Borrower, or failure of the Borrower to
proposed by the Borrower, and approved by the NDEE may r�
demand that any outstanding balance of principal, interest, a�r+
under this Loan Agreement be paid immediately.
Section 6.01. Hold Harmless Aqreeme
employees of each, shall have n� r�sp,
Project. The Borrower shall b�"respons
shall assume responsibility for all Proje
liability accruing or resulting tc�!;�ny and
corporation furnishing or supplyin� sen
and for any and aU clai�ns, demanC�� �i,
person, firm or �rpc3�-a�ian, as a result',
Section 6A2. V1�aivers. Any waive�r �t any
to be a waiver of any subsequent rig�tf or i
Section 6.03. Notices. �
shall be deemed given v�
Borrower and the NDEE
(a) BORROWER
City of Grand Island
PO Box 1968
Grand Island, NE 68802
Phone: (308) 385-5494
(b) NDEE
The
for such"
osts and
i or non�ompliance of any of the provisions of this
.�mplete and maintain the Project in the manner
ult in a canc�tlation of this Loan Agreement, and a
administrative fe�.s and any other amounts due
of Nebraska and the �i�EE, and the officers, agents, and
�iility for f�e c�anstructic�n, �peration and maintenance of the
�nstru�tiart, operatiQn and maintenance of the Project and
any �lair�ss, demandS,: damages, losses, costs, expenses, or
s, subcontractors, employees, and any other person, firm, or
s, or supplies in connection with construction of the Project,
ss, costs, expenses, or liability occurring or resulting to any
�s�: either in: whole or in part, whether directly or indirectly, the
rights or duties under this Loan Agreement shall not be deemed
ler this Loan Agreement.
s or other communications hereunder shall be sufficiently given and
or mailed by registered or certified mail, postage prepaid, to the
Department of Environment and Energy
P.O. Box 98922
Lincoln, NE 68509-8922
Phone: (402) 471-2186
Loan: D311690
City of Grand Island
Page 24
Loan Version: 10:07.05.2023
All notices given by registered or certified mail as aforesaid shall be deemed duly given as of the date
they are so mailed. Any of the foregoing parties may designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent, by notice in writing given to the others.
Section 6.04. Amendments. Supplements and Modifications. This Loan Agreement may not be amended,
supplemented, or modified except in writing signed by the NDEE and the Borrower.
Section 6.05. Severabilitv. In the event any provision of this Loan Agreement shall be held illegal, invalid, or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable or
otherwise affect any other provision hereof.
Section 6.06. Bindina Effect. This Loan Agreement shall inure to the ben�f�t of and shall be binding upon the
NDEE and the Borrower and their respective successors and assigns.
Section 6.07. Execution in Counterparts. This Loan Agreeme
which shall be deemed to be an original and all of which shall
� in several counterparts, each of
and the same instrument.
Section 6.08. Governina Law and Reaulations. This Loan A€�r2ement shall be g�suerned by and construed in
accordance with the laws of the State of Nebraska, inGluding the Act and the Reg�iations which are, by this
reference thereto, incorporated herein as a part of this L�an Agreement.
Section 6.09. Consents and Apqrovals. Whenever the written consent c�r approval of th� �tate shall be required
under the provisions of this Loan Agreement;.such consent or �ppr+�Va� may only be given by the NDEE.
Section 6.10. Further Assurances. The Borrow+�r sttall, at the reques# o# the NDEE, authorize, execute,
acknowledge, and deliver such further resolutians,. conveyances, transf�rs,,assurances, financing statements,
and other instruments as may be necessary or desirable forlaetter assurin�, conveying, granting, assigning, and
confirming the rights, security interests and agreernents granted or intended #ca be granted by this Loan
Agreement.
Section 6.11. Notice to Trustee. Upor
thereafter, the NDEE shall deliveC a n�
information relating thereto, to the Tr�a
Section 6.12, Finalizinq Clc�sing, and
finalize and c�i��e, or terminate�t�isLo
action is taken, the NDEE shall gi�r� n
Following the final cfisbursement of L�
revised Attachment � shall be deeme�
supersede and replace Attachment A.
�ment of th� Note to NIFA which may occur from time to time and
this Loan in th� form prescribed by NIFA, and other pertinent
���y bonds ofiNIFA issued to fund deposits into the Fund.
mination of t#�e Loan Aqreement. The NDEE reserves the right to
��r�ement for cause at any point during the term of the loan. Before any
>s than 30 days written notice of the NDEE's intent to the Borrower.
>roceeds to the Borrower, the NDEE shall revise Attachment A. Such
be incor�c�rated herein by reference and made a part hereof and shall
Section 6.13. Separate Elit�iE��li�. At t�e,sole determination of the NDEE, the Borrower will be eligible for a
separate loan agreement at a(�°l� int��-�st rate for an amount not exceeding the principal repayment total in
Attachment A and the subsequen# �rovisions of Section 2.01 of this loan agreement. The determination will only
be permitted during the bypass funding period of the DWSRF program, when the NDEE can determine that an
adequate program cash balance is maintained. This separate loan agreement can only be used for a project that
categorically meets the DWSRF eligibilities in the State of Nebraska.
Section 6.14. Electronic Siqnature. The NDEE and the Borrower hereby approve the usage of electronic
signatures pursuant to Neb. Rev. Stat. §86-611 and Nebraska Administrative Code, Title 437, Digital Signatures
Act.
(a) Attachment F— Promissory Note of the CITY OF GRAND ISLAND of this Loan Agreement may not be
electronically signed and must be signed physically by the authorized signatories. The Borrower agrees
Loan: D311690 Page 25 Loan Version: 10:07.05.2023
City of Grand Island
that prior to electronically signing this Loan Agreement, Attachment F has been physically signed and
provided to the NDEE.
Section 6.14. Effective Date. This Loan Agreement shall become effective upon the latter date of the following
two signatures:
IN WITNESS THEREOF, the parties hereto have caused this Loan Agreement to be executed and
delivered as of the date set forth below.
NEBRASKA DEPARTMENT OF
CITY OF GRAND ISLAND, NEBRASKA ENVIRONMENT AND ENERGY
By By
(printed name) (printed name)
DRAFT: PLE�S�E DO N6T-SIGN THIS SECTION. THTS SEC�6f�i�1-WfCC-BE-
, ;}y:� 51�11,�p ELECTRONICALLY TW�OUGH DOCU�IC�N�
; �, .
Loan: D311690
City of Grand Island
Page 26
Loan Version: 10:07.05.2023
Exhibit 1 -
Attachment A -
Attachment B -
Attachment C -
Attachment D -
Attachment E -
Attachment F -
Attachment G -
Attachment H -
Attachment I -
The project to be f��r�lin� by this
include mechar��t invertt�ry eff
etc.) The Gity may elect to ret� �a
replacements, as well as all nee+
construction change orders, and
Loan: D311690
City of Grand Island
ite
INDEX OF ATTACHMENTS
Project Description
Loan Repayment Schedule
Project Costs and Projected Outlay Schedule
Financiai Analysis
List of Federal Laws and Authc�rit+es
Borrower's Counsel's O,�n�on �
Promissory Note
Certificate
Resolution
Additional Docum�nts
� is for the replacement of Lead Service Lines, and may also
g, hydro-va�uum excavations, service line resistivity testing,
•eimbu�'sement for costs associated with lead service line
n activities. The project includes all related work, land testing,
Page 27
Loan Version: 10:07.05.2023
ATTACHMENT A
LOAN REPAYMENT SCHEDULE
Payments are due on June 15 and December 15 of each year. Interest and Administrative fees shall
accrue at the applicable rate as established by Section 2.03 and Section 2.04 of this Loan Agreement and
repayments of such accrued interest and administrative fees will be repaid after the effective date of this Loan
Agreement. A commencement of principal repayment is estimated to start on December 15, 2026 (as established
by Section 2.02 of this Loan Agreement wherein repayment must begin within one (1) year from the date of
Initiation of Operation, but no later than three (3) years from the date of the Loan, whichever occurs first).
Amounts due will be invoiced on or about May 15 and November 1� of each year for each six-month
payment period ending on the set interest payment date. Interest and A�Iministrative fee accruing on principal
amounts drawn after the invoicing date are to be included with the n�a�i invoice.
The Amortization Schedule included in Attachment A is a projecfec( schedule based upon estimated
principal repayment start and full distribution of funds and is subject to change pending date of Initiation of
Operation and final principal amount disbursed. Interest artd Atlministrative fe�s �ccruing before the first principal
repayment that is not reflected on the following draft arr}ort�zation schedule will b� b�!!ed and paid in accordance
with the NDEE's procedures.
Following the receipt of Initiation of Operation date and the firtat disbursement o� Lc�an proceeds to the
Borrower, a revised final Attachment A shal# be prepared by the N�?�E to establish the final �iebt service schedule
based upon the following parameters set fork� b+�lc��wr, Such revised' fhal Attachment A thereafter shall be deemed
to be incorporated herein by reference and m�t�e a�art hereof and sh�ll,supersede and replace the projected
Attachment A.
The final Loan Repayr�ent S�hedule
(1) Final p�n�ipal amourtt Qi
(2) Amount of Lc�an Forg�vei
,(�j Int�rest rate as sef ft�rth
,.,(4) Administrat��re fee ra�e �
`(�� tnstallments of principal,
and fees on each June 15 and December 15 payment date
no I�t�:r than one year after the Initiation of Operation, or three years from the
�e date of this Loan Agreement, whichever occurs first; and
b. End or� ihe last repayment which must be paid no later than forty (40) years from the
date of'either (i) one year after the Initiation of Operation, or (ii)'three years from the
effective date of this Loan agreement, whichever occurs first; and
(6) Amortization of principal to achieve level payments of principal and interest (not taking into
account the administrative fee payment pursuant to Section 2.04).
Loan: D311690
City of Grand Island
ND�E based on the following parameters:
Loan;
iess, if any;
in Sectibn 2.03;
s set forth in Section 2.04;
Page 28
Loan Version: 10:07.05.2023
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Loan: D311690
City of Grand Island
Page 30
Loan Version: 10:07.05.2023
ATTACHMENT B
PROJECT COSTS
COST CLASSIFICATION
1) Administrati�e and legal expenses m
2) Land, structures, right-of-ways, appraisals, etc.
3) Relocation expenses and payments
4) Architectural and engineering fees
5) Project inspection fees
°6) Site work, demolition and removal
.........
7) Construction
i__ . _. �_._ . ....,,., �m
;8) Equipment
. . _.. _
9) Miscellaneous
10) LSL In�entories
;10) SUBTOTAL (sum of lines 1-9)
... m_ � _ ._.� �
' 11) Contingencies
',12) SUBTOTAL (sum of lines 10-11)
' Less project (program) income
TOTAL PROJECT Cf��TS,(line 12 minus 'I:
LSLR DWSRF Loan (Prir�ci�
LSLR DWSRF L�c�an �t�rg��?
_ �._ . ,�a, _ �
NDEE DWSR�' IN��chanical'
TOTAL PROJE�T ASSIST,
Funds shall it�e made only
Act.
March
April
�y _
June
July .
August
September
October
Nooember
December
ANNUAL TOTAL:
TOTAL OUTLAY:
Loan: D311690
City of Grand Island
$
$
$
200, 000
80, 000
3, 090, 000
80, 000
450, 000
3, 900, 000
600, 000
4, 500, 000
4.500,000
1, 260, 000
2, 790, 000
450, 000
4.500.000
projects pursuant to the Safe Drinking Water
2023 2024 2025 ' 2025
TED OUTl.AY ' ESTIMATED OUTLAY ', ESTIMATED OUTLAY ' ESTIMATED OUTLAY
- ;$ 125, 000.00 '', $ 125, 000.00 '$ 125, 000.00
�...,�_ � _ __
' $ 125,000.00 ' $ 125,000.00 ' $ 125,000.00
- ,$ 125, 000.00 '$ 125, 000.00 ', $ 125, 000.00
- , $ 125, 000.00 ; $ . 125, 000.00 ' $ 125, 000.00
- ,$ _ 125, 000.00 $ 125, 000.00 $ 125, 000.00
- $ 125, 000.00 '$ 125, 000.00 ,$ 125, 000.00
- $ 125,000.00 ; $ 125,000.00 $ 125,000.00
- $ 125,000.00 ! $ 125,000.00 $ 125,000.00
- , $ 125,000.00 i $ 125,000.00 ; $ 125,000.00
$ 125, 000.00 ', $ _. 125, 000.00 ', $ 125, 000.00
- $ 125, 000.00 ,$ 125, 000.00 $ 125, 000.00
125, 000.00 ;$ 125, 000.00 ,$ 125, 000.00 ', $ -
125, 000 '$ 1,500, 000 ;$ 1, 500, 000 '$ 1,375, 000
4.500.000
Page 31
Loan Version: 10:07.05.2023
ATTACHMENT C
FINANCIAL CAPABILITIES ANALYSIS
The City of Grand Island, NE has requested DWSRF funding assistance of $4,500,000 to finance the
replacement of lead service lines. The City of Grand Island is eligible for up to 62% DWSRF Loan Forgiveness and
10% DWSRF Inventory Grant out of the SRF SFY 2024 IUP Program.
are:
An abbreviated financial analysis is presented. The documents reviewed and used to complete this analysis
1. Audit reports of the City of Grand Island, for the years 2020 through 2022;
2. Water Pre-application for Federal/State Assistance; and
3. Miscellaneous correspondence from City of Grand Island in project file.
Analysis of the Wastewater Treatm�nt and S�rwer Uti
The City of Grand Island manages and operates a public water system and �
user charge system. Table 1 displays the City of Grand lstand's general gross profiit
from the operation for their user charge system. _
Year
2020
2021
2022
Revenue
(includes interest income)
848,
447
The City of Grand Is[an�'
residents an�# businesses in 'C
maintenance e�penses incurred
due to the proposecf water utility
Table 1.
Table 1
� System Surrtt�ary
�x}�enses
cludes ��preciation)
$4,$5,5�316'
$�,{??6, 721
$5,4�i5,030
ilizes water user rates as their
rf #heir revenue and expenses
Gross Profit
ue minus Expenses)
$1,859,170
$1,771,282
$1,484,417
eir water uti[i�ty which generates revenue by assessing use fees on the
The revenue' stream goes towards paying for the operation and
'� t�tility. The water use revenues will be used to pay the debt service
3ter u#i�ity ran an operating surplus in 2020 through 2022, as shown in
As of 9/30/2022, th� City of GrFan�i Island as reported on the State of Nebraska's Public Auditor's website
for years 2020-2022 has $7$,�95,OQE} Ca�standing principal debt, $15,543,160 outstanding interest debt for a total
outstanding debt of $94,229,16Q. Th� iang-term liabilities for business-type activities are listed below.
1. As of September 30, 2022, the City of Grand Island had a balance of $78,695,000 on combined utilities
revenue refunding bonds originally issued in November 2020.
a. Wth an interest rate of 4.0 percent and a final maturity on August 15, 2037, the Series 2020A
bonds were used to prepay the promissory notes with the NDEE of the NEQ Sewer Notes and
is expected to result in cash flow savings of approximately $1,900,000.
b. With an interest rate of 0.443 percent and a final maturity on December 15, 2037, the Series
20206 bonds were used to refund $28,775,000 of Sewer Revenue Refunding Bonds, Series
2013, $3,980,000 of Electric System Revenue Refunding Bonds, Series 2013, and $6,535,000
of Water Revenue and Refunding Bonds, Series 2017.
Loan: D311690 Page 32 Loan Version: 10:07.05.2023
City of Grand Island
The City is eligible for a 40-year DWSRF loan at a per annum interest rate of 0.0 percent plus an annual
0.0 percent administrative fee on the outstanding principal amount. The DWSRF offers loan funding assistance of
$4,500,000 minus $2,790,000 in loan forgiveness and $450,000 in inventory grant assistance for a principal amount
of $1,260,000. An annual debt service of $31,525 plus the DWSRF contract required 10% coverage or $3,153 for
delinquency or loss of users, as shown in Table 2, totals $34,678 for the first-year debt service, which includes
coverage. Principal and Interest repayments of SRF loans are protected by intercept statute Neb. Rev. Stat. §75-
1503, which allow the Department to recover delinquent loan payments by intercepting state funds that are paid to
the City of Grand Island.
Table 2
DWSRF Loan D311690: $4,500,000 Total Loan, 1�5� E.c�an Forgiveness of
$2,790,000 and Inventory Grant $450,000 for a tafial Principal Loan of
DWSRF Loan Interest Admin
Term Years Rate Fee
40 0.0% 0.0%
The revenues from the City of Grand Island's w�
of users is estimated at 17,740 total connections. The
$0.80 per centrum cubic feet used per month for residei
5,000 gallons usage would be $12.95. Bas�d solely
estimated to increase by $0.16 per user, per!,tnc�nt�t is i
loan. The new average user rate is estimated tc� be $"t;
revenues and costs will be analyzed to determin� the a
The projected ma
rate total is 0.28% of the
upper level of water rate �
Loan: D311690
City of Grand Island
ity.
$13.11
�nd's n
�ted First' First Year Payment
Pa ment'' + 10% Coverage
1,525 ;;$34,678
ter utility will be dedicated to r�aying the loan. The number
cu�rent water user charge is a�iase charge of $7.20 plus
�tial customers. 't"h� estimated curreni monthly water bill for
upon tt�e pr�j�eted users for the �ity, the user charges
�commenderl for proper debt coverage to service the SRF
.11 per mont[�, �r $157.35 annually. A final assessment of
;tual user charg� �djustment as necessary.
Page 33
rually. This projected household water
of $56,513 and is below EPA's 2.5%
Loan Version: 10:07.05.2023
ATTACHMENT D
LIST OF FEDERAL LAWS AND AUTHORITIES
ENVIRONMENTAL:
.
.
�.
Archeological and Historic Preservation Act of 1974, Pub. L. 93-291, 16 U.S.C. §469a-1
Clean Air Act, PL 95-95, as amended, 42 U.S.C. 7506(c)
Coastal Barrier Resources Act, PL 97-348, 96 Stat. 1653, 16 U.S.C. 3501 et seq.
Coastal Zone Management Act of 1972, PL 92-583, as amended, 16 U.S.C. §1451 et seq.
Endangered Species Act, PL 93-205, as amended, 16 U.S.C. 1531 et seq.
Essential Fish Habitat Consultation Process Under the Magnuson-Stevens Fishery Conservation and Management
Act, PL 94-265, as amended, 16 U.S.C. §1801 et seq.
Executive Order 11988, Floodplain Management, as amended; Exe�,►tive Order 12148, as amended
Executive Order 11990, Protection of Wetlands, as amended; E�ec.�.�iive Order 12608, as amended
Executive Order 12898, Federal Actions to Address Environmertiai Jus#ic� in Minority Populations and Low-Income
Populations, as amended
o Farmland Protection Policy Act, PL 97-98, 7 U.S.C. §4209 et seq.
o National Environmental Policy Act, PL 91-190, 42 U.S.C.',§4321 et seq.
o National Historic Preservation Act of 1966, PL 89-Fi�sS� as amended, 16 U.S.C. §74t} et seq.
o Safe Drinking Water Act, as amended, PL 92-523, as �mended, 42 U.S.C. 300f et seq. ,,
o U.S. Fish and Wildlife Service National Wetlands Invenfory ,
o Wild and Scenic Rivers Act, PL 90-542, as amended, 82 Sta#. 913, 16 Ll.S.C. §1271 et seq.
ECONOMIC:
o Demonstration Cities and Metropolitan Deveic�pm�
o Executive Order 12549, Debarment and Susper�sl
o Executive Order 13202, as d��rtded; Executive {
o Section 306 of the Cle��t;Aar Act �and Section 50$'
Administration of the �tean Air Act �ntl,the Feder�
Grants, or Loans, as am�nded
o Uniform Relocation and �tea! Propert�r �lcquisition
4655
o Age [}iscrimination Act of 1�?�,. PL
o Departrn��tt of Veterans Affairs and
PL 102-389
o Executive Order 11246, Equal Ern�
o Executive Orders �1625, 12138, ar
o Section 129 ofthe �rria11 Business;
o Section 504 of the Reh�bilitation :Ai
o Section 13 of the Federal 1tUater F�t�
o Title VI of the Civil Rights ACt t1f 191
MISCELLANEOUS AUTHORITY:
1966, PL 89-754, as amended, 42 U.S.C. §3331 et seq.
incfuding Executive Order 11738,
�1 Act, with Respect to Federal Contracts,
Act of 1970, PL 91-646, as amended, 42 U.S.C. §§4601-
42 U.S.C. §6102
� and Urban Development, and Independent Agencies Appropriations Act,
ment Opportunity, as amended
2432 Women's and Minority Business Enterprise, as amended
ninistration Reauthorization and Amendment Act of 1988, PL 100-590
f 1973, 29 U.S.C. §794
on Control Act Amendments of 1972, 33 U.S.C. §1251
PL 88-352, 42 U.S.C. §200d
o Nebraska Drinking Water State Revolving Loan Fund #FS - 997805
*The list of Federa/ Laws and Authorities is based upon the EPA's listing of `Additional information on Cross-Cutting Federal
Authorities" (http://water.epa.gov/grants funding/dwsrf/xcuts.cfm) and the EPA's "Cross-Cutting Federa/ Authorities: A
Handbook on Their Application in the C/ean Water and Drinking Water State Revo/ving Fund Programs" (October 2003;
https://www.epa.gov/sites/defau/tlfiles/2015-08/documents/crosscutterhandbook.pd� as of October 12, 2015. This list is
subject to change based upon the federa/ authorities of the EPA.
Loan: D311690 Page 34 Loan Version: 10:07.05.2023
City of Grand Island
For Borrower's Le�al/Bond Counsel: Please see notes on following page.
ATTACHMENT E
Form of Opinion of Borrower's Counsel
�
To the Nebraska State Revolving Fund:
I have acted as Counsel in connection with the execution and delivery by City of Grand Island
(the'Borrower"), of an Agreement for Loan No. D31169Q'(the "Loan AgreemenY') befinreen the Borrower and the
Nebraska Department of Environment and Energy ("NDEE"} and the issuance of a promissory note (the "Note")
by the Borrower to the NDEE. All terms used in this opinion letter-anc� not defined shall have the meanings given
to them in the Loan Agreement.
In this connection, I have examined th�; #ollowing:
(a) Certified copies of the
(b) An executed counterpart of the Loan Agreement;
(c) The executed Note; and
(d) Such other documsttts as I deer�ned relevant and necessary in rendering this opinion.
As to q�aestions of fact material to my opinion, I have relied upon the certified proceedings and other
certifications of public officials furnished to me without undertaking to verify the same by independent
investigation.
Based upon the foregoing I am�a��.the opinion that:
1. The Borrower is a City duly or,��nized and validly existing under the laws of the State of Nebraska.
2. The Borrower is a governmental unit, as such term is used in Section 141(b)(6) of the Internal Revenue
Code of 1986, as amended.
3. The Borrower has the power and authority to enter into the Loan Agreement, to issue the Note, to borrow
the entire principal amount provided for in Section 2.01 of the Loan Agreement (the "Principal Amount")
and to perform its obligations under the Loan Agreement and the Note.
4. The Loan Agreement and the Note have been duly authorized, executed and delivered by the Borrower
and are, and would be if the entire Principal Amount were advanced to the Borrower pursuant to the Loan
Agreement on the date of this opinion, valid and legally binding special obligations of the Borrower,
payable solely from the sources provided therefor in the Loan Agreement, enforceable in accordance with
Loan: D311690 Page 35 Loan Version: 10:07.05.2023
City of Grand Island
Nebraska Department of Environment and Energy
Post Office Box 98922
Lincoln, NE 68509-8922
Attention: State Revolving Fund Program
their respective terms, except to the extent that the enforceability thereof may be limited by laws relating
to bankruptcy, insolvency or other similar laws affecting creditors' rights generally and general principles
of equity.
5. Pursuant, where applicable, to Nebraska Revised State Statutes §§18-1803 through 18-1805; §§31-732,
31-739, and 31-740, and all other applicable statutes governing eligible municipalities, the Loan
Agreement creates a valid lien on the funds pledged by the Borrower pursuant to Section 3.02 of the
Loan Agreement for the security of the Loan Agreement and the Note and no other debt of the Borrower
is secured by a superior lien on such funds.
6. The Borrower has obtained or made all approvals, authorizations,=consents, or other actions of, and
filings, registrations, or qualifications with, the Borrower or any ath�r government authority which are
legally required to allow the Borrower to enter into and perforrn its obligations under,the Loan Agreement
and the Note and borrow the full Principal Amount pursuan# to the Loan Agreement and the Note.
For Borrower's Le�al/Bond Counsel:
A Form of Opinion of Borrower's Counsel is required for this loan agreement. Attachment E is NDEE's
recommended language and attestations with areas of blue to be changed. The letter should be on
counsel's letterhead, if applicable, and must be signed by a counselor.
Signing of the letter can be done in one of two ways:
1) A signed letter is provided to the SRF Project Manager to insert and incorporate into,the loan before
document is electronically signed; or
2) Counsel can sign a prepared letter inserted into the loan agreement at the time of electronic signing.
Please provide an unsigned letter to the SRF Project Manager to incorporate into the loan document, and
the name and email of the signee. When the loan goes out for electronic signing, the NDEE Director will
sign the document; the loan will then automatically be sent to the Borrower for signature. Once signed,
the loan will then automatically be sent to the attorney/bond counsel for final review and approval via
signature.
Any questions, please contact the SRF Project Manager.
Very truly yours,
Loan: D311690
City of Grand Island
Page 36
Loan Version: 10:07.05.2023
ATTACHMENT F
PROMISSORY NOTE OF THE CITY OF GRAND ISLAND. NEBRASKA
FOR VALUE RECEIVED, the undersigned (the "Borrower") promises to pay, but solely from the sources described herein,
to the order of the Nebraska Department of Environment and Energy ("NDEE"), or its successors and assigns, the principal sum
of not to exceed $4,500,000 [less any Loan Forgiveness as established by Section 2.01 of the Loan Agreement], to the extent
disbursed pursuant to Section 2.01 and Section 2.05 of the Loan Agreement No. D311690 ("the Loan AgreemenY'), with interest
on each such amount until paid, pursuant to Section 2.03 of the Loan Agreement befinreen the NDEE and the Borrower. In
addition, the Borrower shall pay an Administrative Fee on the outstanding principal amount of this Note per annum pursuant to
Section 2.04 of the Loan Agreement. The said principal, interest, and Administrative Fee shall be payable in semiannual
installments each payable on June 15 and December 15 of each year in accordance with Section 2.06 of the Loan Agreement.
Each installment shall be in the amount set forth in Attachment A to the Loan Agreement. The Borrower will pay any penalty or
additional interest due pursuant to Section 2.06(d) of this Loan Agreement.
All payments under this Note shall be payable at the o�ces of the NDEE in Lincoln, Nebraska, and upon the assignment of
this Note to the NIFA, at the principal corporate trust office of a Trustee designated by the NIFA, or such other place as the
NDEE may designate in writing.
This Note is issued pursuant to and is secured by the Loan Agreement of the City of Grand Island, Nebraska, the terms and
provisions of which are incorporated herein by reference.
All payments of principal of and interest on this Note and other payment obligations of the Borrower hereunder shall be
limited obligations of the Borrower payable solely out of the Dedicated Source of Revenue for the Payment of the Loan, as
established in the Loan Agreement, and shall not be payable out of any other revenues of the Borrower. The obligations of the
Borrower under this Note shall never constitute or give rise to a charge against its general credit or taxing power. This note shall
not be a debt of the Borrower within the meaning of any constitutional statutory or charter limitation upon the creation of general
obligation indebtedness of the Borrower.
If default be made in the payment of any installment due under this Note, or by the occurrence of any one or more of the
Events of Default specified in Article V of the Loan Agreement, and if such Event of Default is not remedied as therein provided,
or at any time thereafter, the NDEE may give notice to the Borrower that all unpaid amounts of this Note then outstanding,
together with all other unpaid amounts outstanding under the Loan Agreement, are due and payable immediately, and thereupon,
without further notice or demand, all such amounts shall become and be immediately due and payable. Failure to exercise this
option shall not constitute a waiver of the right to exercise the same at any time in the event of any continuing or subsequent
default.
The Borrower hereby waives presentment for payment, demand, protest, notice of protest and notice of dishonor.
This Note and all instruments securing the same are to be construed according to the laws ofthe State of Nebraska. Signed
and sealed, if applicable, by the following:
[SEAL] (if applicab/e)
CITY OF GRAND ISLAND, NEBRASKA
Attest: By
(signature) (signature)
Title Clerk
Title Mayor
Date
Loan: D311690
City of Grand Island
Date
Page 37
By
Title
Date
NEBRASKA DEPARTMENT OF
ENVIRONMENT AND ENERGY
(signature)
Director
Loan Version: 10:07.05.2023
PROMISSORY NOTE OF THE CITY OF GRAND ISLAND, NEBRASKA
Comp/ete this section upon assignment of this Note to the N/FA.
Pursuant to the Pledge Agreement dated as of as amended (the "Pledge AgreemenY'), by and
between the NDEE and the Nebraska Investment Finance Authority ("NIFA"), and the dated as
of , as supplemented and amended, by and befinreen NIFA , as trustee
(the "Trustee"), the NDEE hereby assigns, grants and conveys any and all of the NDEE's rights, title and interest in this Note to
NIFA, except as provided in the Pledge Agreement, and NIFA hereby assigns such rights, title and interest to the Trustee and
any successor Trustee.
Note For Borrower:
If there are no comments or corrections to be made to Attachment F: Promissory Note, please print pa�e
36, si�n, date, and seal (if applicable). Then mail in to:
Nebraska Department of Environment & Energy
ATTN: SRF PROGRAM —Steve McNulty
PO Box 98922
Lincoln, NE 68509-8922
Please leave the second page of Attachment F blank. This page only needs to be compl�ted if the Nebraska
Investment Finance Authority (NIFA) is appointed as a Trustee to the project.
ATTACHMENT F
(continued)
Loan: D311690
City of Grand Island
Page 38
Loan Version: 10:07.05.2023
ATTACHMENT G
CERTIFICATE OF THE CITY OF GRAND ISLAND
The following certifications are made in connection with the Agreement for Loan No. D311690 (the "Loan
Agreement") befiroeen the Nebraska Department of Environment and Energy ("NDEE") and the City of Grand
Island, Nebraska (the "Borrower") for the purpose of establishing compliance by the Borrower with requirements
for the maintenance of the tax exemption of interest on any bonds (the "Bonds") which may be from time to time
issued by the Nebraska Investment Finance Authority ("NIFA") to provide funds for deposit in the Fund (as
defined in the Loan Agreement).
WHEREFORE, the undersigned hereby certifies on behalf of the Borrower to the NDEE, the NIFA and
any trustee for the Bonds, as follows:
1. The undersigned is authorized to make the following certifications on behalf of the Borrower.
2. The Borrower represents that it reasonably expects that the design and construction of the Project, as
defined in this Loan Agreement, will commence within the stated Proje�.�chedule established by Section
2.07 of this Loan Agreement and that the design and construction of the Pr�ject will proceed with due
diligence thereafter to completion.
3. The proceeds of the loan pursuant to the Loan Agreement will be used for the project identified in Exhibit
1 of this Loan Agreement.
Signed and dated as of
City of Grand Island, Nebraska
DRAFT: PLEASE DO NOT SIGN THIS SECTION. THIS SECTION WILL BE
_ --- --------- _ _ - _ _
SIGNED ELECTRONICALLY THROUGH DOCU�S��`I'�.
��:�
Date
Loan: D311690
City of Grand Island
Page 39
�.
Loan Version: 10:07.05.2023
ATTACHMENT H
RESOLUTION 2023-241
WHEREAS, on July 25, 2023 Council was presented with the Lead Service Line
replacement and the Lead and Copper Revised Rules that are to take effect on October 16, 2024; and
WHEREAS, the State Revolving Fund (SRF) has been set up. the Nebraska
Department of Environment and Energy to allow for various percentages of forgivable amounts and
various payback terms based on the area of replaced and the type of work; and
WHEREAS, the Water Department has developed a plan to complete work in the
opportunity zone areas first to utilize the 62% forgivable and 40-year payback loan; and
WHEREAS, there are a possible 1,290 service lines in the opportunity zones, it is
estimated that the first SRF loan would be $4,500,000.00 of which less than $1,710,000.00 would
need to be repaid; and
WHEREAS, verification is considered discovery work, which will be completed
using a hydro vacuum and a crew of two water maintenance workers, and will fall into the category
that is 100% reimbursable.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE CITY OF GRAND ISLAND, NEBRASKA, that the loan amount of $4,500,000.00 from the
State Revolving Fund for the Lead Service Line replacement program be approved.
BE IT FURTHER RESOLVED, that the Mayor is hereby authorized and directed to
execute such contract on behalf of the City of Grand Island and to take all other actions necessary to
effect the purpose of this resolution.
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Adopted by the City Council of the City of Grand Island, Nebraska, September 26, 2023.
,� .� , - ..z'.�.�
Rage . Steele, Mayor
Attest:
- y����f�
Ji ranere, Deputy City Clerk
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City of Grand Island
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ATTACHMENTI
ADDITIONAL DOCUMENTS
These forms will be loan specific so will need to be added/removed separately for each agreement.
Attachment 1.01 — Loan Forgiveness Form
Attachment 1.02 — Ordinance #
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City of Grand Island
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Attachment 1.01
LOAN FORGIVENESS AND GRANT AGREEMENT FORM
PARTI
SRF LOAN FORGIVENESS AND GRANT AWARD
Pursuant to Neb. Rev. Stat. §71-5322(9) et. Seq., as amended, the NDEE hereby offers the following Loan
Forgiveness and Grant to the Borrower for the project as established by this Loan Agreement:
(1) Loan Forgiveness and Grant of up to 62% of eligible SRF project costs of this Loan Agreement, not to
exceed two million seven hundred ninety thousand dollars ($2,790,QU0). The Borrower agrees to only
perform work in and submit project costs from lead service line rep(a�ements within poverty rate or high
level of vulnerability, designated per Center of Disease Control mapping, census tracts.
(2) Lead Service Line Inventory Grant. This Loan Agreement in�fudes C3�11SRF Lead Service Line Inventory
Grant of up to 10% of the eligible Project Costs, up to a Ceiling of four �t�tndred fifty thousand dollars
($450,000). This Loan Forgiveness and Grant is offere�t �oncurrent with tttis Loan Agreements Funds.
Eligibility for such funds is made in accordance wifh'the Federal Act, the state Act, Regulations, and the
annual Intended Use Plan.
LOAN
If the Borrower is receiving Loan Forgiveness and �rant F�
�
receipt of state allocations under this Loan Agreement,, the
agrees to the following statements ar�d �tipulations: '
(1) The Borrower is not �a�sitlere
(2) Based on information from the
53,131.
(3) The Bo�'t�wer has der�crostrat�
estabiished in the related �#�E
(4) The Borrow�r'� Median HousE
time of signing c�f this Loan Ag
� a pr�vate�y owne
appli�t�le Intend�
�d �er'rous financi€
E's St��,Fiscal Y
GRA
the Bo
vinq ini
TION
certifies that as a condition of
�n is accurate and the Borrower
Plan, the Borrower's population is estimated to be
through the assessment and processes
) Intended Use Plan;
�me (MHI) as listed in the NDEE's SFY's Intended Use Plan at the
is less than 120% of the State's MHI for that SFY.
(5) The total amount of L�an Forgiver�ess and Grant cannot exceed 75.0% of eligible SRF project cost of this
Loan Agreement and c�nnot exceeci`a maximum of $3,240,000.
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PART III
LOAN FORGIVENESS AND GRANT CONDITIONS
(1) The total award of all Loan Forgiveness and Grant cannot exceed seventy-five percent of the total
amount of eligible Project Costs.
(2) Application and distribution of all Subsidies will be done pursuant to the terms as established by the Loan
Agreement.
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City of Grand Island
(3) The total subsidy amount may be changed by the NDEE if the eligible project amount changes due to the
project costs.
(4) Violation or noncompliance of this Loan Agreement will result in annulment of all Loan Forgiveness and
Grant and a demand that any disbursed Loan Forgiveness and Grant funds be returned to the State of
Nebraska immediately.
(5) If a Borrower receives any funding from any other funding source for costs paid for by this Loan
Agreement, it will result in annulment of Loan Agreement Funds to the extent these costs are covered by
the other funding. The Borrower will promptly notify the NDEE and promptly repay loan and Loan
Forgiveness funds issued by the NDEE to the extent these costs are covered by the other funding.
(6) Notice of annulment of any Loan Forgiveness and Grant shall be by registered mail, return receipt
requested.
(7) Additional changes to the Subsidies not specified in the stipulations herein shall be made through the
amendment procedure as established by this Loan Agreement.
PART IV
ACCEPTANCE
In accepting this award, the Borrower agrees that:
(1) The undersigned represents that they are duly authorized to act on behalf of the City of Grand Island,
Nebraska;
(2) The award is subject to the �pplicable provisions of §71-5322 et. seq., as amended, the Federal Act, and
Regulations, and that �eeptane� of any payments constitutes an agreement by the Borrower that the
amounts, if any, found by the state to have been overpaid, shall be refunded or credited in full to the State
of Nebraska; and
(3) If the Borrower receives funding from any source for any portion of the Project Costs for which a portion
of the Loan Amount ar�d Loan FQrgiveness and Grant have been disbursed and is outstanding under this
Loan Agre.�ment, the recipient wilhnotify the NDEE immediately and such portion of the Loan Amount and
Loan Forgiveness and Grant amount shall become immediately due and payable.
IN WITNESS THEREOF, the parties hereto agree to<the information and stipulations herein.
CITY OF GRAND ISLAND, NEBRASKA
NEBRASKA DEPARTMENT OF
ENVIRONMENT AND ENERGY
`��RafT: Pt�aSE,�Qw��IOfi�t�I� TH15 SE�`I"ION.—�Yif�����J1��Wtll BE
Loan: D311690
City of Grand Island
SIGNE[� �L,ECTRONICALLY THROUGH DOCUSF�'aztV���
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