HomeMy WebLinkAbout07-01-2021 Special Called MeetingPADUCAH McCRACKEN BOARD OF DIRECTORS
Justin Hancock -Chair Debbie Stone -Vice Chair Bill Bartleman JSA Susan Carr Carol Gault JOINT SEWER AGENCY Leon Owens Buddy Upshaw Preserving and Enhancing Public Health
AGENDA:
SPECIAL CALLED BOARD MEETING 5:00 PM THURSDAY, July 1st, 2021 PADUCAH MCCRACKEN COUNTY JO/NT SEWER AGENCY 720 NORTHVIEW STREET
I.Call to Order
II.Pledge of Allegiance
Ill. Minutes: May 20th, Meeting
IV.Public Participation
V.General Business:
A.Executive Director Reports
1.Administration:a.Final Cost Adjusting Change Order -Massac Phase Illb.FY 22 KLC Insurance Renewal-Workers' Comp, Liability, Propertyc.KLC Insurance Trust Agreements for General Insurance and Workers' Compd.KIA Assistance Agreement-A20-032 (L TCP Diversion Structure and PumpStation) e.FY 22 Operating Budgetf.FY 22 Capital Budgetg.Sanitary Sewer Engineering Extension Proposal -BFWh.Engineering RFQ Recommendation -L TCP Project #3 Phase 2 -(Force Main,Fine Screening, Discharge through Floodwall) i.Consent Judgment Update
2.Financial:a.Financial Statements (May)b.Investment Summary (May)c.Disbursements > $10,000 and Checks (May)d.Review Credit Cards/Expense Reports (May)e.Review Connection Fees (May)
VI.Executive Session
VII.Adjourn
NEXT MEETING: August 26th, 2021 Paducah McCracken County Joint Sewer Agency 720 Northview Street (Across from JSA Offices) Paducah, Kentucky 42001
Paducah McCracken Joint Sewer AgencyOperating BudgetFile: S:\FY '21\FY 22 Budget\[Budget_FY22_FINAL for Approval.xlsx]Oper-SummaryActual FYE 6/30/14Actual FYE 6/30/15Actual FYE 6/30/16Actual FYE 6/30/17Actual FYE 6/30/18Actual FYE 6/30/19Actual FYE 6/30/20Budget FYE 6/30/21Estimated thru 6/30/21Budget FYE06/30/22Comments & Notes4000 Sewer Charge 6,706,271 6,716,467 7,134,274 7,847,938 9,018,144 9,092,774 9,432,538 8,850,000 9,464,357 9,300,000 Estimated 4010 Discharge Permit 6,300 - 350 47,083 83,322 37,641 107,354 41,300 117,122 80,000 Now includes Industrial Surcharge; Permit billed every 3 yrs. - due again in FY '23; Average of CY + 4 years4020 Waste Hauler & Treatment Fees 180,293 198,482 272,905 52,935 38,869 56,167 90,164 47,500 71,999 47,500 4040 Other Operating Revenue 19,561 6,503 337 846 2,598 6,124 4,082 200 14,250 200 Total Revenue 6,912,425 6,921,452 7,407,866 7,948,802 9,142,934 9,192,706 9,634,138 8,939,000 9,667,728 9,427,700 6000 Salaries & Wages 1,424,545 1,455,881 1,436,564 1,470,170 1,415,913 1,426,524 1,497,992 1,553,490 1,530,155 1,586,480 Per board approved salary pool; Includes cell stipend6001 Overtime 51,610 47,644 50,699 53,141 53,082 54,596 54,490 52,150 53,863 53,150 5 year average6002 Temporary 9,599 4,627 9,341 7,291 2,160 13,384 40,802 9,000 9,000 9,000 JSA share of floodwall operator - based on river stagesTotal Labor 1,485,754 1,508,152 1,496,604 1,530,602 1,471,155 1,494,504 1,593,284 1,614,640 1,593,018 1,648,630 6010 Payroll Taxes 21,117 22,184 21,548 23,085 22,479 24,528 24,788 24,800 25,200 25,060 Based on 1.45% (7.65% board) of payroll + overtime6011 Employer 401(k) Contribution 79,220 79,120 78,918 80,228 78,272 74,751 81,749 86,100 84,903 87,884 Based on 5.36% of payroll + overtime; Moved plan to Nationwide 401(a) Plan effective 1/1/156020 Retirement (CERS) 285,603 168,169 291,757 379,567 697,870 609,668 663,380 386,200 366,418 447,203 Rate is 26.95% of payroll overtime; FY 21 24.05% FY 20 21.48%. FY 18-19.18%, FY 17-18.68%, FY 16-17.06%, FY 15-17.67%, FY 14-18.89%6030 Workmen's Compensation Insurance 44,144 44,632 34,678 30,690 28,654 25,387 24,341 30,300 27,035 28,245 Premiums per estimated KLC (rates not yet received); estimated 5% increase6031 Unemployment Claims - - - - - - - - - - 6035 Uniforms 13,335 12,350 12,663 12,309 13,217 12,676 13,275 15,606 14,685 14,979 Estimated year end actual plus 2% CPIu est increase for uniforms6040 Life & Disability Insurance 15,050 15,233 15,433 15,418 15,087 14,151 15,444 15,700 15,373 15,700 $50,000 life + disability6050 Health Insurance 303,483 284,376 353,567 354,309 263,288 256,166 266,557 294,650 263,900 294,650 Assume same plan as FY 21 with 0% increaseOther Payroll Benefits 153 260 154 166 - - - - - - Total Employee Benefits 762,105 626,324 808,718 895,772 1,118,868 1,017,327 1,089,534 853,356 797,515 913,721 6105 Chemicals 156,275 148,412 142,310 175,942 173,853 146,587 136,939 175,000 149,363 165,000 Based on analysis of chemicals used and current pricing6106 Analytical Services 33,788 33,510 36,078 32,405 31,262 35,802 30,877 31,000 37,009 37,000 6107 Solids Disposal 130,315 131,188 158,625 199,532 186,438 242,158 170,771 200,000 157,840 155,000 Estimated approximately: City $21/ton 40%; Haul $32/ton 60%; 5,400 tons/yr6108 Lab expense 12,712 15,651 16,932 18,334 17,726 15,396 17,311 18,000 16,691 18,000 0Total Chemicals and Testing 333,090 328,761 353,945 426,213 409,278 439,943 355,898 424,000 360,903 375,000 6110 Electric 666,727 629,536 684,346 706,909 693,276 750,398 783,453 742,000 741,005 739,015 Based on review of prior year (with price increases)6111 Gas 40,281 21,574 16,260 22,393 26,198 28,466 27,756 32,500 28,088 32,500 Fluctuates based on methane engine usage6112 Telephone 25,751 22,060 21,342 21,926 21,104 35,703 32,688 36,100 38,747 39,100 Reflects telemetry at current level6113 Water & Refuse 56,113 40,921 46,556 48,837 49,905 57,265 57,783 62,500 61,615 64,400 "6114 Communications 7,851 8,655 8,000 8,320 11,380 13,991 9,468 11,400 10,836 11,600 Internet & radios; Radio billing increases Oct. 2015, July 2016, July 2017 & July 2018; fy 2019 included radio purchaseTotal Utilities 796,723 722,746 776,504 808,385 801,863 885,823 911,148 884,500 880,291 886,615
File: S:\FY '21\FY 22 Budget\[Budget_FY22_FINAL for Approval.xlsx]Oper-SummaryActual FYE 6/30/14Actual FYE 6/30/15Actual FYE 6/30/16Actual FYE 6/30/17Actual FYE 6/30/18Actual FYE 6/30/19Actual FYE 6/30/20Budget FYE 6/30/21Estimated thru 6/30/21Budget FYE06/30/22Comments & Notes6115 Fleet Fuel 79,951 60,176 42,572 46,612 51,801 53,171 44,905 53,100 41,147 50,500 Based on prior years analysis; no change6116 Fleet Repair & Maintenance 26,231 30,871 33,142 45,625 52,331 48,685 50,097 44,200 51,456 51,000 Estimate based on prior years analysis6120System Repair & Maintenance191,981 305,534 321,653 350,869 293,565 224,011 265,875 302,000 146,076 260,000 Same as prior year6121 Buildings & Grounds Expense 53,863 60,925 48,429 64,256 54,369 63,236 62,514 64,600 53,064 59,875 Mowing, bushhogging, cleaning, pest control, weed control6123 Contractual Services 68,755 65,813 49,249 62,126 61,440 46,784 56,407 58,000 50,841 58,000 $29,000 software service/maint. contracts; $9,500 engineering services; $19,500 City IT employee 6125 Equipment Rent 17,776 13,819 12,791 15,585 24,998 17,733 31,818 23,600 22,600 28,600 Includes pump(s) for final lagoon6130 Operating Supplies 101,807 98,709 91,910 76,797 90,686 92,634 72,743 88,500 116,197 112,500 Basic supplies related to field activities6131 Package Plant Materials & Supp - - - - - - - - - - Total Materials, Supplies and Repairs 540,364 635,847 599,746 661,870 629,190 546,254 584,359 634,000 481,382 620,475 6060 Liability & Property Insurance 113,656 118,100 127,671 127,893 130,619 125,249 128,680 120,000 122,229 128,900 Premiums increased for FY22; 8.5% inc prop + 5% inc liab6135 Training & Education 3,949 7,631 8,914 5,587 6,143 8,640 2,998 10,050 5,600 10,700 6140 Safety 22,964 23,119 24,092 23,756 29,450 23,529 32,479 26,300 35,032 28,500 Includes safety consultant6150 Memberships & Subscriptions 3,425 3,358 3,246 3,500 3,844 3,845 4,454 5,150 5,989 5,250 6155 Office Expense 14,424 16,354 13,443 17,626 11,052 17,036 18,658 17,900 15,880 18,200 6190 Miscellaneous Expense 41,854 26,828 20,760 23,599 13,868 14,160 13,304 16,600 7,508 16,600 Insurance deductibles, Chamber fees, newspaper ads Total Other 200,272 195,390 198,126 201,961 194,977 192,459 200,573 196,000 192,238 208,150 6158 Public Education 750 3,190 750 750 2,659 6,613 - 7,500 - 5,000 Consent Judgment requirements6160 Billing & Collection 102,047 122,076 123,458 133,579 138,899 139,305 145,831 151,000 150,385 154,064 Est 19,200 monthly bills @ $.66 each + contingency6165 Bad Debts 59,571 48,868 54,705 55,625 67,282 62,863 47,380 70,400 50,316 74,400 Estimated at 0.80% of sewer charge6175 Legal 29,599 29,234 2,733 1,194 2,957 1,682 4,432 8,000 3,485 5,000 Fluctuates based on outside factors6176 Accounting & Financial 14,615 14,018 14,780 15,866 17,990 18,475 18,716 20,000 22,711 23,300 Audit, payroll processing, & miscellaneous expenses6180 Taxes & Licenses - 34 - - 2,788 - 660 - 660 - 6185 Board of Directors Expense 16,800 16,800 16,800 16,600 16,800 16,800 16,800 16,800 16,800 16,800 7 Directors @ $2,400 eachTotal General and Administrative 223,382 234,220 213,226 223,614 249,376 245,738 233,819 273,700 244,358 278,564 Total Operating Expenses 4,341,690 4,251,440 4,446,869 4,748,417 4,874,708 4,822,048 4,968,615 4,880,196 4,549,705 4,931,155 6170 Depreciation 2,536,013 2,557,652 2,704,898 2,829,697 2,847,494 2,905,060 2,921,971 2,904,914 2,891,827 2,995,359 Based on projection and estimate of new assets to be placed in service during FY 22Tap On Fees 262,239 217,014 276,946 461,922 188,313 156,601 156,020 117,000 165,750 150,000 Estimated ~ 76 new tap-ons @ $1,950 eachCapacity Fees 47,769 39,178 50,178 83,634 34,997 28,108 28,004 21,000 29,750 26,000 "Amortization (5,476) (6,177) (6,281) (6,029) (5,750) (5,460) (5,187) (4,900) (4,884) (4,580) Bond discountKIA Service Fee (21,640) (19,519) (22,881) (28,362) (27,567) (30,620) (39,740) (70,000) (44,978) (88,000) Current debt + A19-033, A19-044 + A20-022Interest Expense, Bonds (225,694) (160,554) (198,332) (171,162) (184,327) (143,826) (194,320) (191,000) (190,930) (184,000) 2012 RD Bonds & 2014 Refunding BondsInterest Expense, Notes (220,272) (250,151) (241,555) (255,455) (262,640) (289,477) (381,878) (480,000) (411,310) (599,250) Current debt + A19-033, A19-044 + A20-022Interest Income 35,785 33,831 33,760 65,629 147,579 291,206 316,170 200,000 182,250 80,000 Interest rates much lower near 0Miscellaneous Income/Expense 39,616 3,183 4,182 (21,166) (34,180) (29,909) (25,618) (35,000) (37,500) (37,500) Board approval of GPEDC funding ($9,375 per qtr)Gain/Loss on Assets (34,080) (40,978) 15,475 42,915 5,542 - - - 5,000 - Depends on sale/scrap of assetsTotal nonoperating rev (exp) (121,753) (184,173) (88,508) 171,926 (138,034) (23,377) (146,549) (442,900) (306,852) (657,330) EXCESS OF REV OVER EXP (87,031) (71,813) 167,591 542,614 1,282,697 1,442,221 1,597,003 710,990 1,919,344 843,856
File: S:\FY '21\FY 22 Budget\[Budget_FY22_FINAL for Approval.xlsx]Oper-SummaryActual FYE 6/30/14Actual FYE 6/30/15Actual FYE 6/30/16Actual FYE 6/30/17Actual FYE 6/30/18Actual FYE 6/30/19Actual FYE 6/30/20Budget FYE 6/30/21Estimated thru 6/30/21Budget FYE06/30/22Comments & NotesNon-cash depreciation exp 2,536,013 2,557,652 2,704,898 2,829,697 2,847,494 2,905,060 2,921,971 2,904,914 2,891,827 2,995,359 Non-cash amortization exp 5,476 6,177 6,281 6,029 5,750 5,460 5,187 4,900 4,884 4,580 KIA service fee 21,640 19,519 22,881 28,362 27,567 30,620 39,740 70,000 44,978 88,000 Interest expense, notes 220,272 250,151 241,555 255,455 262,640 289,477 381,878 480,000 411,310 599,250 Interest expense, bonds 225,694 160,554 198,332 171,162 184,327 143,826 194,320 191,000 190,930 184,000 Total Adjustments 3,009,095 2,994,053 3,173,947 3,290,705 3,327,779 3,374,443 3,543,096 3,650,814 3,543,929 3,871,189 Cash available for debt service, reserve funds & capital projects2,922,064 2,922,240 3,341,538 3,833,319 4,610,476 4,816,664 5,140,099 4,361,804 5,463,273 4,715,045 Debt Service Requirements:Principal payments (953,384) (1,769,741) (905,898) (1,084,897) (1,132,453) (1,246,142) (1,425,896) (1,918,937) (1,611,183) (2,172,545) Budget from Master Debt Schedule + estimate of new debt;Interest payments (445,966) (535,914) (439,887) (426,617) (446,968) (433,303) (576,198) (671,000) (602,240) (783,250) "KIA service fee (21,640) (19,519) (22,881) (28,362) (27,567) (30,620) (39,740) (70,000) (44,978) (88,000) "Fund transfers (31,500) (10,000) - - - - - - - - Required to maintain Restricted Fund balanceTotal Debt Service Requirements (1,452,490) (2,335,174) (1,368,666) (1,539,876) (1,606,987) (1,710,065) (2,041,834) (2,659,937) (2,258,401) (3,043,795) * Debt Svc Coverage (DSC) Ratio2.01 1.25 2.44 2.49 2.87 2.82 2.52 1.64 2.42 1.55 Reserve Funding LevelDesignated Fund - - - - - - - - - - Designated for emergencies, high dollar capital equipment purchases and rate stabilizationExcess cash available for capital projects 1,469,574 587,066 1,972,872 2,293,443 3,003,489 3,106,599 3,098,265 1,701,867 3,204,872 1,671,250 * The JSA Board has required a Debt Service CoverageRatio of 1.30 be maintained by JSA
KENTUCKY INFRASTRUCTURE AUTHORITY
ASSISTANCE AGREEMENT FEDERALLY ASSISTED WASTEWATER REVOLVING LOAN FUND PROGRAM FUND A
PROJECT NUMBER: A20-032
GOVERNMENTAL AGENCY (Borrower): Paducah-McCracken County Joint Sewer Agency GOVERNMENTAL AGENCY’S ADDRESS:
DATE OF ASSISTANCE AGREEMENT:
621 Northview Street
Paducah, Kentucky 42001
July 1, 2021
CFDA NO.: 66.458
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ASSISTANCE AGREEMENT
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .......................................................................................................... 2
ARTICLE II REPRESENTATIONS AND WARRANTIES ........................................................ 5
Section 2.1. Representations and Warranties of Authority. ........................................................ 5
Section 2.2. Representations and Warranties of the Governmental Agency. ............................. 5
ARTICLE III AUTHORITY’S AGREEMENT TO MAKE LOAN; TERMS ............................. 7
Section 3.1. Determination of Eligibility. ................................................................................... 7 Section 3.2. Principal Amount of Loan Established; Loan Payments; Disbursement of Funds. 7 Section 3.3. Governmental Agency’s Right to Prepay Loan. ..................................................... 8
Section 3.4. Subordination of Loan. ........................................................................................... 8
ARTICLE IV CONDITIONS PRECEDENT TO DISBURSEMENT REQUISITION FOR FUNDS ................................................................................................................... 8
Section 4.1. Covenants of Governmental Agency and Conditions of Loan. .............................. 8 Section 4.2. Additional Conditions to Disbursement Required Under the Federal Agreement.
............................................................................................................................... 12
Section 4.3. Disbursements of Loan Funds; Requisition for Funds. ........................................ 13
ARTICLE V CERTAIN COVENANTS OF THE GOVERNMENTAL AGENCY; PAYMENTS TO BE MADE BY GOVERNMENTAL AGENCY TO THE AUTHORITY ....................................................................................................... 14
Section 5.1. Imposition of Service Charges. ............................................................................. 14
Section 5.2. Governmental Agency’s Obligation to Repay Loan. ............................................ 15 Section 5.3. Covenant to Adjust Service Charges. ................................................................... 15 Section 5.4. Adequacy of Service Charges. .............................................................................. 15 Section 5.5. Covenant to Establish Maintenance and Replacement Reserve. .......................... 15
Section 5.6. Reports; Inspection. .............................................................................................. 16
Section 5.7. Segregation of Funds. ........................................................................................... 16 Section 5.8. Mandatory Sewer Connection............................................................................... 16
ARTICLE VI OTHER COVENANTS OF THE GOVERNMENTAL AGENCY ..................... 16
Section 6.1. Further Assurance. ................................................................................................ 16
Section 6.2. Completion of Project. .......................................................................................... 17
Section 6.3. Establishment of Completion Date. ...................................................................... 17 Section 6.4. Commitment to Operate. ....................................................................................... 17 Section 6.5. Continue to Operate. ............................................................................................. 17 Section 6.6. Tax Covenant. ....................................................................................................... 17
Section 6.7. Accounts and Reports. .......................................................................................... 18
Section 6.8. Audit Requirements. ............................................................................................. 18 Section 6.9. General Compliance With All Duties. .................................................................. 18 Section 6.10. System Not to Be Disposed Of. ............................................................................ 18 Section 6.11. Further Covenants under the Federal Agreement. ................................................ 18
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Section 6.12. Continuing Disclosure Obligation. ....................................................................... 20
ARTICLE VII MAINTENANCE, OPERATION, INSURANCE AND CONDEMNATION ... 20
Section 7.1. Maintain System. .................................................................................................. 20
Section 7.2. Additions and Improvements. ............................................................................... 20 Section 7.3. Compliance with State and Federal Standards. ..................................................... 20 Section 7.4. Access to Records. ................................................................................................ 21 Section 7.5. Covenant to Insure - Casualty. .............................................................................. 21
Section 7.6. Authority as Named Insured. ................................................................................ 21
Section 7.7. Covenant to Insure - Liability. .............................................................................. 21 Section 7.8. Covenant Regarding Worker’s Compensation. .................................................... 21 Section 7.9. Application of Casualty Insurance Proceeds. ....................................................... 21 Section 7.10. Eminent Domain. .................................................................................................. 22
Section 7.11. Flood Insurance. .................................................................................................... 22
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES .................................................... 23
Section 8.1. Events of Default Defined. ................................................................................... 23 Section 8.2. Remedies on Default. ............................................................................................ 23 Section 8.3. Appointment of Receiver. ..................................................................................... 24
Section 8.4. No Remedy Exclusive........................................................................................... 24
Section 8.5. Consent to Powers of Authority Under Act. ......................................................... 24 Section 8.6. Waivers. ................................................................................................................ 24 Section 8.7. Agreement to Pay Attorneys’ Fees and Expenses. ............................................... 24
ARTICLE IX MISCELLANEOUS PROVISIONS..................................................................... 25
Section 9.1. Approval not to be Unreasonably Withheld. ........................................................ 25
Section 9.2. Approval. .............................................................................................................. 25 Section 9.3. Effective Date. ...................................................................................................... 25 Section 9.4. Binding Effect. ...................................................................................................... 25 Section 9.5. Severability. .......................................................................................................... 25
Section 9.6. Assignability. ........................................................................................................ 25
Section 9.7. Execution in Counterparts..................................................................................... 26 Section 9.8. Applicable Law. .................................................................................................... 26 Section 9.9. Captions. ............................................................................................................... 26
EXHIBIT A - PROJECT SPECIFICS ........................................................................................ A-1
EXHIBIT B - REQUISITION FORM ........................................................................................ B-1 EXHIBIT C - SCHEDULE OF SERVICE CHARGES ............................................................. C-1 EXHIBIT D - FORM OF RESOLUTION .................................................................................. D-1 EXHIBIT E - LEGAL OPINION ................................................................................................E-1
EXHIBIT F - LOAN TERM SCHEDULE .................................................................................. F-1
EXHIBIT G - ADDITIONAL COVENANTS AND AGREEMENTS ...................................... G-1
ASSISTANCE AGREEMENT
This Assistance Agreement made and entered into as of the date set forth on the cover page
hereof (the “Assistance Agreement”) by and between the KENTUCKY INFRASTRUCTURE
AUTHORITY, a body corporate and politic, constituting a public corporation and governmental agency and instrumentality of the Commonwealth of Kentucky (the “Authority”) and the PADUCAH-MCCRACKEN COUNTY JOINT SEWER AGENCY, the Governmental Agency identified on the cover of this Assistance Agreement (the “Governmental Agency”):
WITNESSETH
WHEREAS, the General Assembly of the Commonwealth of Kentucky, being the duly and legally constituted legislature of Kentucky at its 1988 Regular Session, enacted House Bill 217 amending Chapter 224A of the Kentucky Revised Statutes (the “Act”), creating the “Kentucky Infrastructure Authority” to serve the public purposes identified in the Act; and
WHEREAS, the Authority has established its Program, as hereinafter defined, for the
purpose of providing financial assistance to Governmental Agencies, as defined in the Act, in connection with the acquisition and construction of Projects, as defined in the Act, in order to preserve, protect, upgrade, conserve, develop, utilize and manage the resources of the Commonwealth of Kentucky (the “Commonwealth”) for the protection and preservation of the
health, safety, convenience, and welfare of the Commonwealth and its citizens, and in that respect
to assist and cooperate with Governmental Agencies in achieving such purposes; and
WHEREAS, the Program is funded in part pursuant to the Capitalization Grant Operating Agreement between the Authority and the U.S. Environmental Protection Agency dated as of March 1, 1990 (the “Federal Agreement”), under which the Authority is responsible for providing
certain “match funding” described in the Federal Agreement; and
WHEREAS, the Authority has issued, and will issue from time to time, its revenue bonds pursuant to a General Trust Indenture dated as of September 1, 1989 (the “Indenture”) between the Authority and U.S. Bank National Association, as successor in interest to National City Bank (f/k/a First Kentucky Trust Company) (the “Trustee”) in order to provide the “match funding” for
the Program; and
WHEREAS, the Governmental Agency has determined that it is necessary and desirable to acquire, construct, and finance the Project, as hereinafter defined, and the Authority has determined that the Project is a Project within the meaning of the Act and the Indenture, thereby qualifying for financial assistance from the Authority; and
WHEREAS, the Governmental Agency desires to enter into this Assistance Agreement
with the Authority for the purpose of securing from the Authority the repayable Loan hereinafter identified; and
WHEREAS, the Authority is willing to cooperate with the Governmental Agency in making available the Loan pursuant to the Act and the Indenture to be applied to the Project upon
the conditions hereinafter enumerated and the covenants by the Governmental Agency herein
contained to levy, collect, and enforce and remit adequate Service Charges, as hereinafter defined,
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for the services provided by the Governmental Agency’s System, as hereinafter defined, and to apply the necessary portion of said Service Charges to the repayment of the Loan and the interest
thereon, as hereinafter specifically provided; and
WHEREAS, the Authority and the Governmental Agency have determined to enter into this Assistance Agreement pursuant to the terms of the Act and the Indenture and to set forth their respective duties, rights, covenants, and obligations with respect to the acquisition, construction, and financing of the Project and the repayment of the Loan and the interest thereon;
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
COVENANTS HEREIN SET FORTH, THE LOAN HEREBY EFFECTED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED BY EACH PARTY, THE PARTIES HERETO MUTUALLY COVENANT AND AGREE, EACH WITH THE OTHER AS FOLLOWS:
ARTICLE I DEFINITIONS
All of the terms utilized in this Assistance Agreement will have the same definitions and meaning as ascribed to them in the Act and the Indenture, which Act and Indenture are hereby incorporated in this Assistance Agreement by reference, the same as if set forth hereby verbatim;
provided, however, that those definitions utilized in the Act and the Indenture having general
application are hereby modified in certain instances to apply specifically to the Governmental Agency and its Project.
“Act” shall mean Chapter 224A of the Kentucky Revised Statutes, as amended.
“Administrative Fee” means the charge of the Authority for the servicing of the Loan,
which is the annual percentage charged against the unpaid principal balance of the Loan as
identified in the Loan Term Schedule.
“Amortization Commencement Date” means the date set forth on the Loan Term Schedule when the first payment of principal of and interest on the Loan is due under the Schedule of Payments.
“Assistance Agreement” shall mean this agreement made and entered into by and between
a Governmental Agency and the Authority, as authorized by the Act, providing for a Loan to the Governmental Agency by the Authority, and for the repayment thereof to the Authority by the Governmental Agency.
“Authority” shall mean the Kentucky Infrastructure Authority created by the Act, a body
corporate and politic, constituting a public corporation and a governmental agency and
instrumentality of the Commonwealth of Kentucky, or such other designation as may be effected by future amendments to the Act.
“Bond” or “Bonds” shall mean any Kentucky Infrastructure Authority Bond or Bonds, or the issue of such Bonds, as the case may be, authenticated and delivered under the Indenture.
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“Business Day” shall mean any day other than a Saturday, Sunday or other legal holiday on which the general offices of the Commonwealth are closed.
“Cabinet” means the Energy and Environment Cabinet of the Commonwealth.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and shall include the Regulations of the United States Department of the Treasury promulgated thereunder.
“Commonwealth” shall mean the Commonwealth of Kentucky.
“Construction” shall mean construction as defined in the Act.
“Debt Obligations” shall mean those outstanding obligations of the Governmental Agency
identified in the Project Specifics outstanding as of the date of this Assistance Agreement or issued in the future in accordance with the terms hereof, payable from the income and revenues of the System.
“Default Rate” means the rate of interest identified in the Loan Term Schedule to accrue
on the amount of the Loan that is in default under this Assistance Agreement.
“Effective Date” means the date set forth on the cover page of this Assistance Agreement.
“Engineers” means the firm of consulting engineers employed by the Governmental Agency in connection with the Project identified in the Project Specifics.
“Federal Act” shall mean the Water Quality Act of 1987, 33 U.S.C. 1251 et. seq.
“Federal Agreement” means Capitalization Grant Operating Agreement between the
Authority and the U.S. Environmental Protection Agency dated as of March 1, 1990, under which the Authority is responsible for providing certain “match funding”.
“Governmental Agency” shall mean any agency or unit of government within the Commonwealth, now having or hereafter granted the authority and power to finance, acquire,
construct, and operate a Project, including specifically but not by way of limitation, incorporated
cities, counties, sanitation districts, water districts, public authorities, sewer construction districts, metropolitan sewer districts, sanitation taxing districts, and any other agencies, commissions, districts, or authorities (either acting alone, or in combination with one another pursuant to any regional or area compact, or multi-municipal agreement), now or hereafter established pursuant to
the laws of the Commonwealth having and possessing such described powers; and for the purposes
of this Assistance Agreement shall mean the Governmental Agency identified on the front cover of this Assistance Agreement and in the Project Specifics.
“Indenture” shall mean the General Trust Indenture dated as of March 1, 1989 between the Authority and the Trustee, as amended and supplemented from time to time.
“Interagency Agreement” means the Interagency Agreement dated as of March 1, 1990
between the Authority and the Cabinet.
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“Loan” shall mean the loan effected under this Assistance Agreement from the Authority to the Governmental Agency in the principal amount set forth in the Loan Term Schedule, for the
purpose of defraying the costs incidental to the Construction of the Project.
“Loan Payment Date” shall mean the dates principal of and/or interest on the Loan are due as set forth in the Loan Term Schedule.
“Loan Rate” means the rate per annum of interest identified in the Loan Term Schedule.
“Loan Term Schedule” shall mean the payment information and terms of the Loan
identified and set forth in Exhibit F attached hereto and includes any amendments or supplements
thereto.
“Person” shall mean any individual, firm, partnership, association, limited liability company, corporation or Governmental Agency.
“Program” shall mean the program authorized by KRS 224A.111 and the Indenture as the
“federally assisted wastewater revolving fund” for financing Projects through Loans by the
Authority to Governmental Agencies and shall not be deemed to mean or include any other programs of the Authority.
“Project” shall mean, when used generally, Treatment Works, and when used in specific reference to the Governmental Agency, the Project described in the Project Specifics.
“Project Specifics” means those specific details of the Project identified in Exhibit A
hereto, all of which are incorporated by reference in this Assistance Agreement.
“Requisition for Funds” means the form attached hereto as Exhibit B to be utilized by the Governmental Agency in obtaining disbursements of the Loan from the Authority as construction of the Project progresses.
“Resolution” means the resolution or ordinance of the Governmental Agency in the form
of the resolution attached hereto as Exhibit D authorizing the execution of this Assistance Agreement.
“Schedule of Payments” means the debt service schedule of the Loan as set forth in the Loan Term Schedule.
“Schedule of Service Charges” shall mean those general charges to be imposed by the
Governmental Agency for services provided by the System, as set forth in Exhibit C hereto, which Schedule of Service Charges shall be in full force and effect to the satisfaction of the Authority prior to the disbursement of any portion of the Loan hereunder.
“Service Charges” shall mean any monthly, quarterly, semi-annual, or annual charges,
surcharges or improvement benefit assessments to be imposed by a Governmental Agency, or by
the Authority, in respect of the System which Service Charges arise by reason of the existence of, and requirement of, any Assistance Agreement; and for the purposes of this Assistance Agreement said Service Charge shall be no less than those set forth in the Schedule of Service Charges.
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“System” shall mean the utility system owned and operated by the Governmental Agency of which the Project shall become a part.
“Treatment Works” has the same meaning as set forth in the Act.
“Trustee” shall mean U.S. Bank National Association, and its successors or assigns.
ARTICLE II REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties of Authority.
The Authority represents and warrants for the benefit of the Governmental Agency as
follows:
(A) The Authority is a body corporate and politic constituting a governmental agency and instrumentality of the Commonwealth, has all necessary power and authority to enter into, and perform its obligations under, this Assistance Agreement, and has duly authorized the execution
and delivery of this Assistance Agreement.
(B) Neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions and provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which the Authority is
bound, or constitutes a default under any of the foregoing.
(C) To the knowledge of the Authority, there is no litigation or proceeding pending or threatened against the Authority or any other person affecting the right of the Authority to execute or deliver this Assistance Agreement or to comply with its obligations under this Assistance Agreement. Neither the execution and delivery of this Assistance Agreement by the Authority, nor
compliance by the Authority with its obligations under this Assistance Agreement, require the
approval of any regulatory body or any other entity, and any such approval has not been obtained.
(D) The authorization, execution and delivery of this Assistance Agreement and all actions of the Authority with respect thereto, are in compliance with the Act and the Federal Act and any regulations issued thereunder.
Section 2.2. Representations and Warranties of the Governmental Agency.
The Governmental Agency hereby represents and warrants for the benefit of the Authority as follows:
(A) The Governmental Agency is a duly organized and validly existing Governmental Agency, as described in the Act, with full power to own its properties, conduct its affairs, enter
into this Assistance Agreement and consummate the transactions contemplated hereby.
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(B) The negotiation, execution and delivery of this Assistance Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite
action of the governing body of the Governmental Agency.
(C) This Assistance Agreement has been duly executed and delivered by the Governmental Agency and is a valid and binding obligation of the Governmental Agency enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by equitable principles and by bankruptcy, reorganization, moratorium, insolvency or
similar laws heretofore or hereafter enacted relating to or affecting the enforcement of creditors’
rights or remedies generally.
(D) To the knowledge of the Governmental Agency, there is no controversy or litigation of any nature pending or threatened in any court or before any board, tribunal or administrative body to challenge in any manner the authority of the Governmental Agency or its governing body
to make payments under this Assistance Agreement or to construct the Project; or to challenge in
any manner the authority of the Governmental Agency or its governing body to take any of the actions that have been taken in the authorization or delivery of this Assistance Agreement or the construction of the Project; or in any way contesting or affecting the validity of this Assistance Agreement, or in any way questioning any proceedings taken with respect to the authorization or
delivery by the Governmental Agency of this Assistance Agreement, or the application of the
proceeds thereof or the pledge or application of any monies or security provided therefor; or in any way questioning the due existence or powers of the Governmental Agency, or otherwise wherein an unfavorable decision would have an adverse impact on the transactions authorized in connection with this Assistance Agreement.
(E) The authorization and delivery of this Assistance Agreement and the consummation
of the transactions contemplated hereby will not constitute an event of default or violation or breach, or an event which, with the giving of notice or the passage of time or both, would constitute an event of default or violation or breach under any contract, agreement, instrument, indenture, lease, judicial or administrative order, decree, rule or regulation or other document or law affecting
the Governmental Agency or its governing body.
(F) Pursuant to the Resolution of the governing body, the Governmental Agency has approved and authorized the execution and delivery of this Assistance Agreement. Such Resolution was duly enacted or adopted at a duly called meeting held in accordance with the law of the governing body of the Governmental Agency at which a quorum was present and acting
throughout; is in full force and effect; and has not been superseded, altered, amended or repealed
as of the date hereof.
(G) All actions taken by the Governmental Agency in connection with this Assistance Agreement, the Loan, and the Project have been in full compliance with the provisions of the Kentucky Open Meeting Law, KRS Sections 61.805 to 61.850.
(H) The Governmental Agency has all licenses, permits and other governmental
approvals (including but not limited to all required approvals of the Kentucky Public Service Commission) required to own, occupy, operate and maintain the System and the Project, to charge and collect the Service Charges, and to enter into this Assistance Agreement. The Governmental
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Agency is not in violation of and has not received any notice of an alleged violation of any zoning or land use laws applicable to the Project and has full right, power and authority to perform the
acts and things as provided for in this Assistance Agreement.
(I) Legal counsel to the Governmental Agency has duly executed and delivered the opinion of legal counsel substantially in the form set forth in Exhibit E hereto.
(J) The Governmental Agency is in full compliance with all federal and state labor and procurement laws in connection with the planning, design, acquisition and construction of the
Project.
ARTICLE III AUTHORITY’S AGREEMENT TO MAKE LOAN; TERMS
Section 3.1. Determination of Eligibility.
Pursuant to the terms of the Act and the Indenture, the Authority has determined that the
Governmental Agency’s Project is a Treatment Works Project under the Act and the Governmental
Agency is entitled to financial assistance from the Authority in connection with financing the Construction of the Project.
Section 3.2. Principal Amount of Loan Established; Loan Payments; Disbursement of Funds.
The principal amount of the Loan shall be the Loan Amount as identified in the Loan Term
Schedule, subject to such adjustments as may be set forth in any amendment or supplement to said Loan Term Schedule. Principal payments shall be made in the amounts and on the Loan Payment Dates established by the Schedule of Payments, which Schedule of Payments shall provide for approximately level debt service payments over the repayment term set forth in the Schedule of
Payments, commencing on the Amortization Commencement Date.
The outstanding principal balance of the Loan shall bear interest, payable on the Loan Payment Dates, at the Loan Rate identified in the Loan Term Schedule. Beginning on the Amortization Commencement Date, principal and interest on the Loan shall be payable in the amounts and on the Loan Payment Dates set forth in the Schedule of Payments; provided that,
should an Event of Default occur, such Loan payments, in such amounts as determined in the sole
discretion of the Authority, shall be made on the first day of each month during the continuation of such Event of Default.
Subject to the terms of Section IV hereof, the Authority may advance the proceeds of the Loan as Construction of the Project progresses upon the submission by the Governmental Agency
of a Requisition for Funds in substantially the same form as Exhibit B hereto. Each disbursement
under a Requisition for Funds representing a portion of the principal amount of the Loan shall bear interest at the Loan Rate from the date of the disbursement. The Governmental Agency shall pay interest on the unpaid balance of disbursements at the Loan Rate payable on each Loan Payment Date prior to the Amortization Commencement Date.
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Interest on the Loan shall be calculated on the actual number of days and an assumed 360-day year.
Payments of principal and interest on the Loan shall be payable in lawful money of the
United States of America at the principal office of the Authority or the Trustee, as designated by the Authority. If so requested by the Authority, Loan payments hereunder shall be made by the Governmental Agency pursuant to the ACH Debit Direct Payment Method (the “ACH Debit Direct Payment Method”) as described and detailed in the ACH Debit Direct Payment Authorization
Form (the “ACH Authorization Form”) as provided by the Authority or the Trustee to the
Governmental Agency, which ACH Authorization Form shall be completed, signed and forwarded to the Authority or the Trustee prior to the Governmental Agency receiving any disbursement of the proceeds of the Loan.
Section 3.3. Governmental Agency’s Right to Prepay Loan.
The Governmental Agency shall have the right to prepay and retire the entire amount of
the Loan at any time without penalty upon written notice to the Authority no less than five (5) Business Days in advance of said prepayment.
Notwithstanding the foregoing, upon the determination by the Authority that it intends to issue Bonds secured by a pledge of the payments on the Loan, the Authority shall advise the
Governmental Agency (i) of its intention to proceed with the authorization of such Bonds, (ii) of
the limitation on prepayments after such Bonds are issued, and (iii) that the Governmental Agency has thirty (30) days from its receipt of said notice to exercise its option to prepay the Loan. Upon the expiration of said thirty-day period the Governmental Agency’s right to prepay the Loan shall be limited to the terms described in such notice.
Section 3.4. Subordination of Loan.
The Authority hereby agrees that, subject to compliance by the Governmental Agency with the covenants and conditions set forth in this Assistance Agreement, the source of payment for the Loan shall be inferior and subordinate to the security interest and source of payment for the Debt Obligations of the Governmental Agency payable from the revenues of the System outstanding at
the time this Assistance Agreement is executed as identified in the Project Specifics and all such
Debt Obligations that may hereafter be issued on a parity with the Debt Obligations identified in the Project Specifics; provided, however, the Authority shall receive notice of any additional financings in accordance with Section 5.6(C) hereof.
ARTICLE IV
CONDITIONS PRECEDENT TO DISBURSEMENT REQUISITION FOR FUNDS
Section 4.1. Covenants of Governmental Agency and Conditions of Loan.
By the execution of this Assistance Agreement, the Governmental Agency agrees that prior to any requests for the disbursement of all or a portion of the Loan made hereunder, the
Governmental Agency shall supply the Authority and the Cabinet appropriate documentation,
satisfactory to the Authority indicating the following:
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(A) That the Authority and the Cabinet and any appropriate regulatory agency of the Commonwealth as may be designated by the Authority or the Cabinet, and their respective duly
authorized agents, shall have the right at all reasonable times, subject to prior notice to the
Governmental Agency, to enter upon the Project and its site during construction of the Project and to examine and inspect same, and the Governmental Agency will assure that the contractor or contractors will provide facilities for such access and inspection.
(B) All real estate and interest in real estate and all personal property constituting the
Project and the Project sites heretofore or hereafter acquired shall at all times be and remain the
property of the Governmental Agency and constitute a part of the System.
(C) In the event the Governmental Agency is required to provide financing for the Project from sources other than the Authority (as described in the Project Specifics), the Authority shall have the right to receive such reasonable proofs as it may require of the ability of the
Governmental Agency to finance the costs of Construction of the Project over and above the Loan,
prior to the disbursement by the Authority of any portion of the Loan.
(D) The Governmental Agency shall do all things necessary to acquire all proposed and necessary sites, easements and rights of way necessary or required in respect of the Project and demonstrate its ability to construct the Project in accordance with the plans, design and
specifications prepared for the Governmental Agency by the Engineers.
(E) Actual construction and installation incident to the Project shall be performed by either the lump sum (fixed price) or unit price contract method and adequate legal methods of obtaining public, competitive bidding will be employed prior to the awarding of the construction contract for the Project in accordance with Kentucky law.
(F) Unless construction of the Project has already been initiated as of the Effective
Date, pursuant to due compliance with Kentucky law and applicable regulations, the Project will not be advertised or placed on the market for construction bidding by the Governmental Agency until the final plans, designs and specifications therefor have been approved by such state and federal agencies and authorities as may be legally required, and until written notification of such
approvals has been received by the Governmental Agency and furnished to the Cabinet.
(G) The construction contract or contracts shall require the contractor to comply with all provisions of federal and Kentucky law legally applicable to such work, and any amendments or modifications thereto, together with all other applicable provisions of law, to cause appropriate provisions to be inserted in subcontracts to insure compliance therewith by all subcontractors
subject thereto, and to be responsible for the submission of any statements required of
subcontractors thereunder.
(H) A work progress schedule utilizing a method of standard acceptance in the engineering community shall be prepared prior to the institution of construction in connection with each construction contract, or, if construction has already been initiated as of the date of this
Assistance Agreement, at the earliest practicable date, to indicate the proposed schedule as to
completion of the Project and same shall be maintained monthly thereafter to indicate the actual construction progress of the Project.
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(I) Prior to the award of the construction contract and prior to the commencement of construction, the Governmental Agency will arrange and conduct a conference as to the Project;
said conference to include representatives of the Authority, the Governmental Agency, the Cabinet
and any other participating federal or state agency, the Engineers, and all construction contractors. Such conference shall be held in accordance with guidelines established by the Authority and the Cabinet. A written brief of said conference summarizing the construction schedule, fund requirements schedule, payment authorizations, responsible parties for approval of all facets of the
construction work and payment therefor, and other pertinent matters shall be prepared and
distributed to each party involved, and all construction contractors and Engineers. Provided, however, that in the event construction shall have been initiated as of the date of this Assistance Agreement, this provision may be waived.
(J) All construction contracts will be so prepared that federal participation costs, if any,
and state participation costs may be readily segregated from local participation costs, if any, and
from each other, and in such manner that all materials and equipment furnished to the Governmental Agency may be readily itemized.
(K) Any change or changes in a construction contract will be promptly submitted to the Authority, the Cabinet and any required state or federal agencies.
(L) The Construction, including the letting of contracts in connection therewith, will
conform in all respects to applicable requirements of federal, state and local laws, ordinances, rules and regulations.
(M) The Governmental Agency will proceed expeditiously with and complete the Project in accordance with the approved surveys, plans, specifications, and designs or amendments
thereto, prepared by the Engineers for the Governmental Agency and approved by state and federal
agencies.
(N) If requested, the Governmental Agency will erect at the Project sites, signs satisfactory to the Authority and the United States Environmental Protection Agency noting the participation of the Authority and the U.S. Government in the financing of the Project.
(O) Except as otherwise provided in this Assistance Agreement, the Governmental
Agency shall have the sole and exclusive charge of all details of the Construction.
(P) The Governmental Agency shall keep complete and accurate records of the costs of acquiring the Project sites and the costs of Construction. The Governmental Agency shall permit the duly authorized representatives of the Authority, the Cabinet and any Kentucky or federal
agencies to inspect all books, documents, papers and records relating to the Project at any and all
reasonable times for the purpose of audit and examination. The Governmental Agency shall submit to the Authority and the Cabinet such documents and information as such may reasonably require in connection with the administration of any federal or state assistance.
(Q) The Governmental Agency shall require that each construction contractor or
contractors furnish a performance and a payment bond in an amount at least equal to one hundred
percent (100%) of the contract price or the portion of the Project covered by the particular contract as security for the faithful performance of such contract.
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(R) The Governmental Agency shall require that each of its contractors and all subcontractors maintain during the life of the construction contract, worker’s compensation
insurance, public liability insurance, property damage insurance and vehicle liability insurance in
amounts and on terms satisfactory to the Authority. Until the Project is completed and accepted by the Governmental Agency, the contractor shall maintain builders risk insurance (fire and extended coverage) on a one hundred percent (100%) basis (completed value form) on the insurable portion of the Project, such insurance to be made payable to the order of the Authority, the Governmental
Agency, the prime contractor, and all subcontractors, as their interests may appear.
(S) The Governmental Agency shall provide and maintain competent and adequate resident engineering services covering the supervision and inspection of the development and construction of the Project and bearing the responsibility of assuring that Construction conforms to the approved plans, specifications and designs prepared by the Engineers. Such resident
engineer shall certify to the Authority, the Cabinet, any involved state or federal agencies, and the
Governmental Agency at the completion of construction that construction is in accordance with the approved plans, specifications and designs, or, approved amendments thereto.
(T) The Governmental Agency shall demonstrate to the satisfaction of the Authority the legal capability of the Governmental Agency to enact, adopt, levy, charge, collect, enforce and
remit to the Authority and the Cabinet the Service Charges of the Governmental Agency described
in the Schedule of Service Charges attached to and made a part of this Assistance Agreement as Exhibit C and submit proof satisfactory to the Authority that the Service Charges are in full force and effect as of the submission of the initial Requisition for Funds.
(U) The Governmental Agency shall require all laborers and mechanics employed by
contractors and subcontractors on the Project shall be paid wages at rates not less than prevailing
on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with subchapter IV of Chapter 31 of title 40, United States Code.
(V) The Governmental Agency shall comply with all federal requirements applicable to the Loan (including those imposed by P.L. 113-76, Consolidated Appropriations Act, 2015 (the
“2015 Appropriations Act”) and related Program policy guidelines) which the Governmental
Agency understands includes, among other requirements, that all of the iron and steel products used in the Project are to be produced in the United States (the “American Iron and Steel Requirement”) unless (i) the Governmental Agency has requested and obtained a waiver from the United States Environmental Protection Agency pertaining to the Project or (ii) the Authority has
otherwise advised the Governmental Agency in writing that the American Iron and Steel
Requirement is not applicable to the Project.
(W) The Governmental Agency shall comply with all record keeping and reporting requirements under the Federal Act, including any reports required by a Federal agency or the Authority such as performance indicators of program deliverables, information on costs and
Project progress. The Governmental Agency 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 Federal Act and this Agreement may be a default hereunder that results in a repayment of the Loan in advance of the maturity and/or other remedial actions.
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Notwithstanding anything in this Assistance Agreement to the contrary, if the Governmental Agency fails to comply, at any time, with the provisions of Section 4.1(V) or
Section 4.1(W) hereof, the Authority may, at its sole discretion, withhold the disbursements of any
proceeds of the Loan to the Governmental Agency or its designee.
Section 4.2. Additional Conditions to Disbursement Required Under the Federal Agreement.
The Governmental Agency, in order to comply with the terms and conditions of the Federal
Agreement, further covenants and further agrees to additional conditions to disbursement, as
follows:
(A) That the Project shall be completed no later than the Amortization Commencement Date.
(B) Notwithstanding any other agreements contained herein regarding the maintenance
of books and records, that it shall maintain Project accounts in accordance with generally accepted
governmental accounting standards, as required by Section 603(d) of the Federal Act. The Governmental Agency shall retain such records for no less than three (3) years following the final payment by the Governmental Agency under this Assistance Agreement or if any portion of the Project is disposed of, until at least three (3) years after such disposition; provided that if any
litigation, claim, appeal or audit is commenced prior to the end of such period such records shall
be maintained until the completion of such action or until three (3) years after such commencement, whichever is later.
(C) That it has not and will not apply any other federal funding to the Project in a manner that would cause it to receive “double benefits” as described in Section 603 of the Water
Quality Act of 1987.
(D) That all real property or property rights required for the completion of the Project shall be obtained, by easement, purchase or other means acceptable to the Authority, prior to commencement of construction and that the relocation of any Person resulting therefrom be in accordance with 49 CFR 24 for Uniform Relocation Assistance and Real Property Acquisition Act
of 1970.
(E) That all Project contractors shall be required to retain Project records for the periods established for the retention of the Governmental Agency’s records in Section 4.2(B) hereof.
(F) That no more than fifty percent (50%) of the proceeds of the Loan shall be disbursed before the Cabinet has approved the final plan for operation for the Project.
(G) That no more than ninety percent (90%) of the proceeds of the Loan shall be
disbursed until the Cabinet has approved the draft operations and maintenance manual.
(H) That final disbursement will not be remitted before the Cabinet has approved a final operations and maintenance manual.
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(I) That, as required by 40 CFR 35.2218, all engineering services regarding construction and regarding the first year of operation of the Project shall be provided for, including
the following:
(1) The operation of the Project and the revision of the operations and maintenance manual as necessary to accommodate actual operating experience;
(2) The training of operating personnel, including preparation of curricula and training material for operating personnel; and
(3) Advice as to whether the Project is meeting the Project performance
standards (including three quarterly reports and one Project performance report).
(J) That it shall advise the Cabinet and the Authority in writing of the date for initiation of operation of the Project.
(K) That within one year after operation is initiated, it shall certify to the Cabinet and
the Authority that the Project is capable of meeting the Project performance standards.
(L) That it shall provide that qualified inspectors are present at the construction site. A summary of such inspector’s qualifications and experience shall be submitted to the Cabinet and the Authority.
(M) That it shall notify the Authority and the Cabinet of the completion date of the
Project.
(N) That it agrees to the terms and conditions of its application for assistance and the Authority’s commitment to provide assistance, the terms of which are incorporated herein by reference.
(O) That all measures required to minimize water pollution to affected waters shall be
employed in the construction of the Project including compliance with Section 404 of PL 92-500,
as amended, it being understood that approval of the Project does not constitute sanction or approval of any changes or deviations from established water quality standards, criteria implementation dates, or dates established by enforcement proceedings.
(P) That it shall enact a sewer use ordinance complying with the requirements set forth
in the Federal Agreement and the Interagency Agreement.
Section 4.3. Disbursements of Loan Funds; Requisition for Funds.
The Governmental Agency shall submit to the Authority (or the Trustee acting on behalf of the Authority, if so designated) and the Cabinet a Requisition for funds prior to the fifth (5th) day of each month (or such other designated period as is acceptable to the Authority), in
substantially the same form as that attached to this Assistance Agreement as Exhibit B and made
a part hereof, accompanied by, to the extent requested by the Authority, the following documentation:
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(A) A full and complete accounting of the costs of the Project to be obligated by contract or otherwise during the month in question, or already obligated and not included in any
previous accounting.
(B) A full and complete accounting of any costs of the Project paid by the Governmental Agency from its own funds with the approval of the Authority and not included in any previous accounting for which it seeks reimbursement.
(C) A full and complete accounting of any costs of the Project paid or requisitioned
under any other financing, loan, bond, grant or similar agreement or paid from its own funds for
which it does not seek reimbursement and which have not been identified in any previous requisition form.
(D) The contractor’s estimate of work performed during the preceding month pursuant to construction contracts for the Project and payment due thereunder, together with the Engineer’s
and Governmental Agency’s approval thereof for disbursement by the Authority.
Upon the Authority’s receipt of the Requisition for Funds and such additional documentation as it may require, and subject to certification by the Cabinet, the Authority may direct the Trustee to remit the amount requested to the Governmental Agency as a draw upon the Loan. If directed by the Authority, the Governmental Agency shall establish, with the Trustee, an
electric fund transfer system, which may be an ACH Payment Method.
The Authority may disburse proceeds of the Loan directly to the Governmental Agency. The Governmental Agency, if so directed by the Authority, shall establish itself as a vendor under the eMars system of the Commonwealth of Kentucky.
ARTICLE V
CERTAIN COVENANTS OF THE GOVERNMENTAL AGENCY; PAYMENTS TO BE MADE BY GOVERNMENTAL AGENCY TO THE AUTHORITY
Section 5.1. Imposition of Service Charges.
The Governmental Agency hereby irrevocably covenants and agrees to comply with all of the terms, conditions and requirements of this Assistance Agreement, pursuant to which the Loan
is to be made by the Authority to the Governmental Agency as specified herein and in the Act and
the Indenture. The Governmental Agency hereby further irrevocably covenants and agrees that it already has, or will, to the extent necessary, immediately impose Service Charges upon all persons, firms and entities to whom or which services are provided by the System; such Service Charges to be no less than as set forth in Exhibit C annexed hereto. If so required, the Service Charges shall
be in addition to all other rates, rentals and service charges of a similar nature of the Governmental
Agency now or hereafter authorized by law, and now or hereafter being levied and collected by the Governmental Agency and shall be levied and collected solely for the purpose of repaying the Loan.
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Section 5.2. Governmental Agency’s Obligation to Repay Loan.
The obligation of the Governmental Agency to repay the Loan from the Service Charges
shall not be revocable, and in the event that services supplied by the Project shall cease, or be
suspended for any reason, the Governmental Agency shall continue to be obligated to repay the Loan from the Services Charges. In the event the Governmental Agency defaults in the payment of the Loan to the Authority, the amount of such default shall bear interest at the per annum rate of interest equal to the Default Rate set forth in the Loan Term Schedule, from the date of the
default until the date of the payment thereof.
Section 5.3. Covenant to Adjust Service Charges.
In the event, for any reason, the Schedule of Service Charges shall prove to be insufficient to (i) provide for the required coverage of all debt service payments on obligations payable from the revenues of the System as set forth in Section 5.4 hereof, (ii) provide for the operation of the
System as required under this Assistance Agreement, and (iii) make the required deposits to the
Maintenance and Replacement Reserve; the Governmental Agency hereby covenants and agrees that it will, upon notice by the Authority, to the full extent authorized by law, both federal and Kentucky, immediately adjust and increase such Schedule of Service Charges or immediately commence proceedings for a rate adjustment and increase with all applicable regulatory authorities
so as to provide funds sufficient to pay the debt service requirements set forth in the Schedule of
Payments and the Authority’s Administrative Fee, to provide for the operation of the System as required under this Assistance Agreement, and to make required deposits to the Maintenance and Replacement Reserve.
Section 5.4. Adequacy of Service Charges.
The Service Charges herein covenanted to be imposed by the Governmental Agency shall
be fixed at such rate or rates (and it is represented that the Schedule set forth in Exhibit C hereto so qualifies) as shall be at least adequate to provide revenues equal to the sum of (i) 110% of the debt service coming due during each fiscal year on this Loan and all other obligations secured and payable from the revenues of the System, in each case computed as of the beginning of such fiscal
year (except to the extent the Governmental Agency has by binding ordinance or resolution
committed reserves to the payment of such debt service), (ii) the amounts required to provide for the operation of the System during each fiscal year as required under this Assistance Agreement, and (iii) the amounts to be deposited hereunder to the Maintenance and Replacement Reserve in each fiscal year.
The Service Charges imposed by the Governmental Agency shall be paid by the users of
the System, both existing and new users, and accordingly the Project. The Governmental Agency shall deliver to the Authority, on or before each Loan Payment Date, a report of all collections and any delinquencies.
Section 5.5. Covenant to Establish Maintenance and Replacement Reserve.
The Governmental Agency shall establish a special account identified as a “Maintenance
and Replacement Reserve”. The Governmental Agency shall deposit into the Maintenance and Replacement Reserve an amount equal to the amount set forth in the Project Specifics at the times
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set forth in the Project Specifics. Funds in the Maintenance and Replacement Reserve may be used for extraordinary maintenance expenses related to the System or for the unbudgeted costs of
replacing worn or obsolete portions of the System, subject to approval of the Authority.
Section 5.6. Reports; Inspection.
The Governmental Agency hereby irrevocably covenants and agrees with the Authority:
(A) That it will permit authorized agents of the Authority to inspect all records, accounts and data of the System at all reasonable times.
(B) That it will collect, account for and promptly remit to the Authority those specific
revenues, funds, income and proceeds derived from the revenues of the System incident to this Assistance Agreement.
(C) That it will notify the Authority in writing of its intention to issue bonds or notes payable from the revenues of the System not less than thirty (30) days prior to the sale of said
obligations.
Section 5.7. Segregation of Funds.
The Governmental Agency shall at all times account for the income and revenues of the System and distinguish same from all other revenues, moneys and funds of the Governmental Agency, if any.
Section 5.8. Mandatory Sewer Connection.
The Governmental Agency hereby irrevocably covenants and agrees with the Authority that it will, to the maximum extent permitted by Kentucky law, and by means of ordinance, resolution or other appropriate legislative order or action, mandatorily require the connection to and use of the sanitary sewers constituting the System by all persons owning, renting or occupying
premises that generate pollutants where such sanitary sewers are reasonably available to such
premises and to exhaust, at the expense of the Governmental Agency, all remedies for the collection of Service Charges, including, either directly or indirectly, pursuant to authority granted by Sections 96.930 to 96.943, inclusive, of the Kentucky Revised Statutes, and the Act, causing termination of water services to any premises where the bill for sewer services is delinquent and
foreclosure and decretal sale in respect of improvement benefit assessments which are delinquent.
ARTICLE VI OTHER COVENANTS OF THE GOVERNMENTAL AGENCY
Section 6.1. Further Assurance.
At any time and all times the Governmental Agency shall, so far as it may be authorized
by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions,
acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the rights,
17
assets and revenues herein pledged or assigned, or intended so to be, or which the Governmental Agency may hereafter become bound to pledge or assign.
Section 6.2. Completion of Project.
The Governmental Agency hereby covenants and agrees to proceed expeditiously with and promptly complete the Project in accordance with the plans, designs and specifications prepared by the Engineers for the Governmental Agency.
Section 6.3. Establishment of Completion Date.
The completion date for the Project shall be evidenced to the Authority by a certificate
signed by the Engineer and an authorized representative of the Governmental Agency stating that, except for amounts retained by the Authority for costs of the Project not then due and payable, (i) the Construction has been completed and all labor, services, materials, supplies, machinery and equipment used in such Construction have been paid for, (ii) all other facilities necessary in
connection with the Project have been acquired, constructed, equipped and installed and all costs
and expenses incurred in connection therewith have been paid, and (iii) the Project and all other facilities in connection therewith have been acquired, constructed, equipped and installed to its satisfaction.
Section 6.4. Commitment to Operate.
The Governmental Agency hereby covenants and agrees to commence operation of the
Project immediately on completion of Construction and not to discontinue operations or dispose of such Project without the approval of the Authority.
Section 6.5. Continue to Operate.
The Governmental Agency hereby covenants and agrees to continuously operate and
maintain the Project and the System in accordance with applicable provisions of federal and
Kentucky law and to maintain adequate records relating to said operation; said records to be made available to the Authority upon its request at all reasonable times.
Section 6.6. Tax Covenant.
In the event the Authority issues Bonds which are intended to be excludable from gross
income for federal income tax purposes to provide the funds for the Loan, the Governmental
Agency shall at all times do and perform all acts and things permitted by law and necessary or desirable in order to assure such exclusion and shall take such actions as may be directed by the Authority in order to accomplish the foregoing. The Governmental Agency shall not permit (i) the proceeds of the Loan to be used directly or indirectly in any trade or business, (ii) its payments
hereunder to be secured directly or indirectly by property to be used in a trade or business, (iii) any
management agreement for the operation of the System, or (iv) any federal guarantee of its obligations hereunder without the prior written consent of the Authority. The Governmental Agency will not acquire or pledge any obligations which would cause the Bonds to be “arbitrage bonds” within the meaning of the Code.
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Section 6.7. Accounts and Reports.
The Governmental Agency shall at all times keep, or cause to be kept, proper books of
record and account in accordance with the “Uniform System of Accounts” established by the
Commonwealth, in which complete and accurate entries shall be made of all its transactions relating to the System and which shall at all reasonable times be subject to the inspection of the Authority.
Section 6.8. Audit Requirements.
Within one hundred eighty (180) days after the end of each fiscal year of the Governmental
Agency, the Governmental Agency shall provide to the Authority, itemized financial statements of income and expense and a balance sheet in reasonable detail, including disclosure of the Maintenance and Replacement Reserve, certified as accurate by a firm of independent certified public accountants or the Auditor of Public Accounts of the Commonwealth. All financial
information must be satisfactory to the Authority as to form and content and be prepared in
accordance with generally accepted accounting principles on a basis consistent with prior practice unless specifically noted thereon. With such financial statements, the Governmental Agency shall furnish to the Authority a certificate stating that, to the best knowledge of the authorized representative signing such certificate, no default under this Assistance Agreement exists on the
date of such certificate, or if any such default shall then exist, describing such default with
specificity. All recipients and subrecipients expending $750,000 or more in a year in Federal awards must have a single or program-specific audit conducted for that year in accordance with 2 CFR Part 200.
Section 6.9. General Compliance With All Duties.
The Governmental Agency shall faithfully and punctually perform all duties with reference
to the System required by the Constitution and laws of the Commonwealth, and by the terms and provisions of the Act, the Federal Act and this Assistance Agreement and any other Debt Obligations.
Section 6.10. System Not to Be Disposed Of.
The Governmental Agency covenants and agrees that, until satisfaction in full of its
obligations hereunder, it will not, without the prior written consent of the Authority, which consent shall not be unreasonably withheld, sell, mortgage, or in any manner dispose of, or surrender control or otherwise dispose of any of the facilities of the System or any part thereof (except that the Governmental Agency may retire obsolete and worn out facilities, and sell same, if
appropriate).
Section 6.11. Further Covenants under the Federal Agreement.
The Governmental Agency shall comply with all further requirements or conditions which may arise from time to time in order to assure compliance with the Federal Act, and with the agreements of the Authority set forth in the Federal Agreement, including but not limited to the
following:
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(A) The Governmental Agency shall provide all information requested of it by the Authority or the Cabinet so that (i) the Grants Information Control System, referred to in the
Federal Agreement, can be maintained, (ii) the accounting and auditing procedures required by
Sections 603 and 606 of the Federal Act can be maintained and (iii) the Authority can furnish the information required of it under the Federal Agreement.
(B) Qualified operating personnel, properly certified by the Cabinet, shall be retained by the Governmental Agency to operate the System during the entire term of this Assistance
Agreement. An approved plan of operating and an operations and maintenance manual for the
System shall be provided by the Governmental Agency to the Cabinet and the Authority. The System shall be operated and maintained in an efficient and effective manner.
(C) All residents in the service area of the System must be offered the same opportunity to become users of the System regardless of race, religion, color, national origin, sex, disability or
level of income.
(D) The Governmental Agency shall comply with provisions contained in the following federal regulations, orders, acts and circulars and the following statutes and regulations of the Commonwealth:
(1) Federal;
(a) 49 CFR, Part 24, Implementing the Uniform Relocation Assistance and
Real Properties Acquisition Policies Act of 1970; (b) 40 CFR 35.3140 (And Appendix A to Subpart K) – NEPA-Like State Environmental Review Process; (c) 40 CFR, Part 15, Administration of Clean Water Act with respect to grants
and loans;
(d) 40 CFR, Part 7, 8, and 12, Nondiscrimination and Equal Employment Opportunity Act; (e) 40 CFR, Part 29, Intergovernmental Review; (f) 40 CFR, Part 32, Debarment and Suspension;
(g) Executive Order 11246, as amended, 11625 and 12138;
(h) Title VI of the Civil Rights Act of 1964, as amended; (i) Age Discrimination Act; (j) Rehabilitation Act of 1973; and (k) Contract work Hours and Safety Standards Act; and
(2) State:
(a) KRS 224; (b) KRS 224A.111 Federally Assisted Wastewater Revolving Fund; (c) KRS Chapter 337, Labor Laws; and (d) 401 KAR Chapter 5.
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Section 6.12. Continuing Disclosure Obligation.
The Governmental Agency covenants and agrees that notwithstanding any other provision
of this Assistance Agreement to the contrary, upon written notice from the Authority that the
Schedule of Payments provides ten percent (10%) or more of the debt service requirements on an issue of the Authority’s Bonds and that compliance by the Governmental Agency with the requirements of Securities and Exchange Commission Rule 15c2-12, as amended (the “SEC Rule”) is required in connection with the Authority’s Bonds, the Governmental Agency shall
provide to the Authority such information as may be required by the SEC Rule, within the time
periods set out in such notice by the Authority, to enable the Authority to establish to the satisfaction of prospective purchasers of the Authority’s Bonds that the requirements of the SEC Rule will be satisfied in connection with the issuance of the Authority’s Bonds. The Governmental Agency further understands and agrees that the Authority shall act as the Governmental Agency’s
disclosure agent for purposes of compliance with the SEC Rule and that upon a failure by the
Governmental Agency to provide the information required to be provided under the SEC Rule within the time frame specified in such notice, the Authority and/or the beneficial owners and holders of the Authority’s Bonds shall be specifically granted the right of enforcing the provisions of this Section 6.12 by an action in mandamus, for specific performance, or similar remedy to
compel performance.
ARTICLE VII MAINTENANCE, OPERATION, INSURANCE AND CONDEMNATION
Section 7.1. Maintain System.
The Governmental Agency agrees that during the entire term of this Assistance Agreement,
it will keep the Project, including all appurtenances thereto, and the equipment and machinery
therein, in good and sound repair and good operating condition at its own cost so that the completed Project will continue to provide the services for which the System is designed.
Section 7.2. Additions and Improvements.
The Governmental Agency shall have the privilege of making additions, modifications and
improvements to the sites of the Project, and to the Project itself from time to time provided that
said additions, modifications and improvements do not impair the operation or objectives of the Project. The cost of such additions, modifications and improvements shall be paid by the Governmental Agency, and the same shall be the property of the Governmental Agency and shall be included under the terms of this Assistance Agreement as part of the site of the Project, or the
Project, as the case may be. Nothing herein contained shall be construed as precluding the
Authority and the Governmental Agency from entering into one or more supplementary Assistance Agreements providing for an additional Loan or Loans in respect of additional Projects undertaken by the Governmental Agency.
Section 7.3. Compliance with State and Federal Standards.
The Governmental Agency agrees that it will at all times provide operation and
maintenance of the System to comply with the water quality standards, if any, established by any state or federal agency. The Governmental Agency agrees that qualified operating personnel
21
properly certified by the Commonwealth will be retained to operate the System during the entire term of this Assistance Agreement.
Section 7.4. Access to Records.
The Governmental Agency agrees that it will permit the Authority and any state or federal agency and their respective agents to have access to the records of the Governmental Agency pertaining to the operation and maintenance of the System at any reasonable time following completion of construction of the Project and commencement of operations thereof.
Section 7.5. Covenant to Insure - Casualty.
The Governmental Agency agrees to insure the System facilities in such amount as like properties are similarly insured by political subdivisions similarly situated, against loss or damage of the kinds usually insured against by political subdivisions similarly situated, by means of policies issued by reputable insurance companies duly qualified to do such business in the
Commonwealth.
Section 7.6. Authority as Named Insured.
For so long as any amounts are due and payable under this Assistance Agreement, any insurance policy issued pursuant to Section 7.5 hereof, shall be so written or endorsed as to make losses, if any, payable to the Governmental Agency and the Authority, as their interests may
appear.
Section 7.7. Covenant to Insure - Liability.
The Governmental Agency agrees that it will carry public liability insurance with reference to the System with one or more reputable insurance companies duly qualified to do business in the Commonwealth, insuring against such risks (including but not limited to personal injury, death
and property damage) and in such amounts as are set forth in the Project Specifics, and naming the
Authority as an additional insured.
Section 7.8. Covenant Regarding Worker’s Compensation.
Throughout the entire term of this Assistance Agreement, the Governmental Agency shall maintain worker’s compensation coverage, or cause the same to be maintained.
Section 7.9. Application of Casualty Insurance Proceeds.
If, prior to the completion of the term of this Assistance Agreement, the Project shall be damaged or partially or totally destroyed by fire, windstorm or other casualty, there shall be no abatement or reduction in the amount payable by the Governmental Agency pursuant to the terms of this Assistance Agreement and the Governmental Agency will (1) promptly repair, rebuild or
restore the Project damaged or destroyed and (2) apply for such purpose so much as may be
necessary of any net proceeds of insurance resulting from claims for such losses, as well as any additional moneys of the Governmental Agency necessary therefor. All net proceeds of insurance
22
resulting from claims for such losses shall be paid to the Governmental Agency and shall be promptly applied as herein provided.
Section 7.10. Eminent Domain.
In the event that title to, or the temporary use of, the Project or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority, there shall be no abatement or reduction in the minimum amounts payable by the Governmental Agency to the Authority pursuant to the terms of
this Assistance Agreement, and any and all net proceeds received from any award made in such
eminent domain proceedings shall be paid to and held by the Governmental Agency in a separate condemnation award account and shall be applied by the Governmental Agency in either or both of the following ways, as shall be determined by the Governmental Agency in its sole discretion:
(A) The restoration of the improvements located on the Project sites to substantially the
same condition as prior to the exercise of said power of eminent domain; or
(B) The acquisition of additional property, if necessary, and the acquisition of additional facilities by construction or otherwise, equivalent to the Project facilities, which property and facilities shall be deemed to be a part of the Project sites and a part of the Project facilities and to be substituted for Project facilities so taken by eminent domain, without the
payment of any amount other than herein provided, to the same extent as if such property and
facilities were specifically described herein.
Any balance of the net proceeds of the award in such eminent domain proceedings after the carrying out of the mandatory proceedings stipulated in (A) and (B) of this Section 7.10, shall be paid to the Governmental Agency upon delivery to the Authority of a certificate signed by an
authorized officer of the Governmental Agency to the effect that the Governmental Agency has
complied with either subparagraph (A) or (B), or both, of this Section, and written approval of such certificate by an authorized officer of the Authority. In no event will the Governmental Agency voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Project or any part thereof without the written consent of the
Authority.
Section 7.11. Flood Insurance.
For so long as any amounts are due and payable under this Assistance Agreement, all structures located in flood prone areas shall be covered by flood insurance carried by the Governmental Agency for an amount equal to the replacement cost excluding the cost of land and
any uninsurable improvements, or for the maximum limit available under the National Flood
Insurance Act of 1968, as amended, whichever is less.
23
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
Section 8.1. Events of Default Defined.
The following will be “Events of Default” under this Assistance Agreement and the term “Event of Default” or “Default” will mean, whenever it is used in this Assistance Agreement, any one or more of the following events:
(A) Failure by the Governmental Agency to pay any payments at the times specified
herein.
(B) Failure by the Governmental Agency to observe or perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subsection (A) of this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied will have been given to the Governmental Agency by the Authority
unless the Authority agrees in writing to an extension of such time prior to its expiration; provided,
however, if the failure stated in the notice cannot be corrected within the applicable period, the Authority will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Governmental Agency within the applicable period and diligently pursued until such failure is corrected.
(C) The dissolution or liquidation of the Governmental Agency, or the voluntary
initiation by the Governmental Agency of any proceeding under any federal or Kentucky law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or the initiation against the Governmental Agency of any such proceeding which remain undismissed for sixty (60) days, or the entry by the Governmental Agency into an
agreement of composition with creditors or the failure generally by the Governmental Agency to
pay its debts as they become due.
(D) A default by the Governmental Agency under the provisions of any agreements relating to its Debt Obligations.
Section 8.2. Remedies on Default.
Whenever any Event of Default referred to in Section 8.1 has occurred and is continuing
(other than an event of default arising under Section 6.12 of this Assistance Agreement), the Authority may, without any further demand or notice, take one or any combination of the following remedial steps:
(A) Declare the principal of and interest on the Loan, and all other payments due
hereunder, to be immediately due and payable.
(B) Exercise all the rights and remedies of the Authority set forth in the Act.
(C) Take whatever action at law or in equity may appear necessary or desirable to enforce its rights under this Assistance Agreement.
24
(D) Submit a formal referral to the appropriate federal agency, as required by the Federal Agreement.
The sole remedies for an Event of Default under this Assistance Agreement arising by
virtue of the failure of the Governmental Agency to comply with the provisions of Section 6.12 hereof shall be those remedies specifically set forth in Section 6.12 hereof.
Section 8.3. Appointment of Receiver.
Upon the occurrence of an Event of Default, and upon the filing of a suit or other
commencement of judicial proceedings to enforce the rights of the Authority under this Assistance
Agreement, the Authority shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the System and all receipts therefrom, pending such proceedings, with such power as the court making such appointment shall confer, provided, however, that the Authority may, with or without action under this Section, pursue any available remedy to enforce the payment
obligations hereunder, or to remedy any Event of Default.
Section 8.4. No Remedy Exclusive.
No remedy herein conferred upon or reserved to the Authority is intended to be exclusive, and every such remedy will be cumulative and will be in addition to every other remedy given hereunder and every remedy now or hereafter existing at law or in equity. No delay or omission to
exercise any right or power accruing upon any default will impair any such right or power and any
such right and power may be exercised from time to time and as often as may be deemed expedient.
Section 8.5. Consent to Powers of Authority Under Act.
The Governmental Agency hereby acknowledges to the Authority its understanding of the provisions of the Act, vesting in the Authority certain powers, rights and privileges in respect of
the Project upon the occurrence of an Event of Default, and the Governmental Agency hereby
covenants and agrees that if the Authority should in the future have recourse to said rights and powers, the Governmental Agency shall take no action of any nature whatsoever calculated to inhibit, nullify, void, delay or render nugatory such actions of the Authority in the due and prompt implementation of this Assistance Agreement.
Section 8.6. Waivers.
In the event that any agreement contained herein should be breached by either party and thereafter waived by the other party, such waiver will be limited to the particular breach so waived and will not be deemed to waive any other breach hereunder.
Section 8.7. Agreement to Pay Attorneys’ Fees and Expenses.
In the event that either party hereto defaults under any of the provisions hereof and the non-
defaulting party employs attorneys or incurs other expenses for the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will pay on demand therefor to the non-defaulting party the fees of such attorneys and such other expenses so incurred by the non-defaulting party.
25
ARTICLE IX MISCELLANEOUS PROVISIONS
Section 9.1. Approval not to be Unreasonably Withheld.
Any approval of the Authority required by this Assistance Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth (30th) day following the submission of any matter requiring approval to the Authority, unless disapproved in writing prior to such thirtieth (30th) day. Any provision of this Assistance Agreement requiring the
approval of the Authority or the satisfaction or the evidence of satisfaction of the Authority shall
be interpreted as requiring action by an authorized officer of the Authority granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise.
Section 9.2. Approval.
This Agreement is made subject to, and conditioned upon, the approval of this Assistance
Agreement by the Secretary of the Finance and Administration Cabinet.
Section 9.3. Effective Date.
This Assistance Agreement shall become effective on the Effective Date and shall continue in full force and effect until the date the obligations of the Governmental Agency pursuant to the
provisions of this Assistance Agreement have been fully satisfied.
Section 9.4. Binding Effect.
This Assistance Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and to any person, officer, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the
parties hereto. This Assistance Agreement shall not be revocable by either of the parties, without
the written consent of the other party.
Section 9.5. Severability.
In the event that any provision of this Assistance Agreement will be held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render
unenforceable any other provision hereof.
Section 9.6. Assignability.
The rights of the Authority under this Assistance Agreement shall be assignable by the Authority without the consent of the Governmental Agency, but none of the rights, duties or obligations of the Governmental Agency under this Assistance Agreement shall be assignable by
the Governmental Agency without the prior written consent of the Authority.
26
Section 9.7. Execution in Counterparts.
This Assistance Agreement may be simultaneously executed in several counterparts, each
of which will be an original and all of which will constitute but one and the same instrument.
Section 9.8. Applicable Law.
This Assistance Agreement will be governed by and construed in accordance with the laws of the Commonwealth.
Section 9.9. Captions.
The captions or headings herein are for convenience only and in no way define, limit or
describe the scope or intent of any provisions or sections of this Assistance Agreement.
[Signature Page Follows]
27
IN WITNESS WHEREOF, the parties hereto have caused this Assistance Agreement to be executed by their respective duly authorized officers as of the Effective Date.
KENTUCKY INFRASTRUCTURE
AUTHORITY By: _________________________________
Chairman
ATTEST: By: _________________________________
Secretary of Kentucky Infrastructure Authority
GOVERNMENTAL AGENCY: PADUCAH-MCCRACKEN COUNTY
JOINT SEWER AGENCY
By: _________________________________ Chairman
ATTEST:
By: _________________________________ Secretary of Governmental Agency
APPROVED: By: _________________________________
Secretary/Finance and Administration
Cabinet of the Commonwealth of Kentucky
EXAMINED: By: _________________________________
Legal Counsel to the
Kentucky Infrastructure Authority APPROVED AS TO FORM AND LEGALITY:
By: _________________________________ Approved, Finance and Administration Cabinet
Name:Paducah McCracken County Joint Sewer Agency
621 Northview St
Paducah, KY 42001
Contact Justin Hancock
Person:Board Chairman
SYSTEM:Wastewater
PROJECT:
PROJECT BUDGET:Total
5,000$
20,000
255,000
45,000120,000
10,650
6,146,760
614,000
7,216,410$
FUNDING SOURCES:
Amount %
7,216,410$ 100%
7,216,410$ 100%
KIA DEBT SERVICE:
7,216,410$
0
7,216,410$
0.50%
20
379,613$
14,433
394,045$
Loan Term (Years)
Estimated Annual Debt Service
Administrative Fee (0.20%)
Total Estimated Annual Debt Service
Total
Construction Loan
Less: Principal Forgiveness
Amortized Loan Amount
Interest Rate
EXHIBIT A
PADUCAH MCCRACKEN COUNTY JOINT SEWER AGENCY
PROJECT SPECIFICS
A20-032
Paducah McCracken Joint Sewer Agency is requesting a loan increase of $2,046,410 for the Fund A LTCP Project #3
–Outfall 003 Fine Screening Phase 1 project due to bids coming in higher than budgeted.This will bring the total loan
amount for A20-032 to $7,216,410. The project work and scope remain the same.
Project is phase one of a multi-phase project related to Paducah's Long Term Control Plan and one of the combined
sewer outfalls (Outfall 003)here at Paducah.During design of this first phase,all efforts were made to achieve the
lowest overall project cost for all phases.Decisions were made to size the wet well for this project for future phases
and purchase the pumps for future phases now,which will reduce future costs.In addition,the combination of theproject's unique design,location in a Brownfield,and location in Paducah where no local contractors were able to bid
on the project also made the project difficult to estimate.
GOVERNMENTAL AGENCY:
Engineering Fees - Other
Planning
Engineering Fees - Design
Engineering Fees - Inspection
Engineering Fees - Construction
Construction
Legal Expenses
Contingency
Total
Fund A Loan
AMORTIZATION SCHEDULE OF PAYMENTS: June 1 and December 1
REPLACEMENT AND MAINTENANCE RESERVE ACCOUNT:
ADMINISTRATIVE FEE: 0.20%
DEFAULT RATE: 8.00%
DEBT OBLIGATIONS CURRENTLY OUTSTANDING:
Outstanding Maturity
3,866,500$ 2051
3,050,000 2031262,251 2023
394,905 2026
244,363 2025
759,710 20294,241,288 2033
5,803,184 2035
2,049,056 2038
7,059,493 TBD
255,724 TBDTBD
TBD
27,986,474$
LIABILITY INSURANCE COVERAGE:
Death or Personal Injury (per person)
Death or Personal Injury (per occurrence)Property Damage on System
KIA Loan A09-02
Full principal and interest payments will commence within one year of initiation of operation (estimated 06/01/23). All
interest and principal repayments shall be made by Automated Clearing House "ACH" transfers.
Total
KIA Loan A03-01KIA Loan A03-08
KIA Loan A04-03
KIA Loan A08-01
KIA Loan A12-08
KIA Loan A16-072
KIA Loan A17-033 i/a/o $9,100,000
KIA Loan A18-022 i/a/o $511,206KIA Loan A19-044 i/a/o $2,314,500
KIA Loan A19-039 i/a/o $5,193,000
Sewer Revenue Bonds (Series 2014)
Sewer Revenue Bonds (Series 2012)
The Agency currently has designated reserves of $3,000,000 specifically for high dollar capital equipment purchases,
emergencies,or rate stabilization in the event of a loss of a substantial revenue stream.No additional reserves will be
required for this project.
Interest payments will commence within six months from first draw of funds (estimated 12/01/21).
B-1
EXHIBIT B
REQUEST FOR PAYMENT AND PROJECT STATUS REPORT
Borrower:
WX/SX Number: KIA Loan # Draw Number Date: The above identified Governmental Agency has entered into an Assistance Agreement with the Kentucky Infrastructure Authority (the “Authority”) for the acquisition and construction of facilities described in the Assistance Agreement as the “Project.”
Pursuant to the Assistance Agreement, we hereby certify that we have incurred the following expenses in connection with the Project and that the Authority’s funding share of these expenses is in the amount so denoted in this request.
Documentation supporting the expenses incurred and identified per this request are attached.
Funds Requested:
Project Budget and Expenses Line Item Cost Expenses This Request Expenses to Date Project Budget Balance
1 Administrative
2 Legal
3 Land, Appraisals, Easements
4 Relocation Expense
5 Planning
6 Engineering Fees – Design
7 Engineering Fees - Construction
8 Engineering Fees – Inspection
9 Construction
10 Equipment
11 Contingency
12 Other
TOTAL If expenses to date exceed project budget a revised budget must be submitted to and approved by the Authority
before funds will be released.
Project Funding
Funding Agency Expenses This Request Expenses to Date Project Budget Balance
1
2
3
4
5
6
7
8
9
10
11
12
TOTAL
B-2
We certify that the expenses in this draw request were incurred pursuant to local procurement policies which conform to KRS 45A.
Borrower Signature:
Project Administrator: Draw # _________
STATUS REPORT: PROJECT IS: On schedule ______________________ Ahead of schedule ______________________ Behind schedule ______________________ If ahead or behind, please explain ______________________
PROJECT EXPENSES THIS DRAW REQUEST (Include Invoices for Expenses Listed Below)
Line Item Draw # Vender Amount
B-3
CERTIFICATE OF CONSULTING ENGINEERS AS TO PAYMENT REQUEST
The undersigned, a duly qualified and licensed Engineer hereby certifies that he or she
represents the Governmental Agency submitting this request in connection with the “Eligible
Project” and that all expenses represented in this request were duly incurred for the Construction of the “Project,” that the Authority’s funding share of these expenses is accurately represented and that such expenses have not been the subject of any request for disbursement previously submitted.
____________________________________ Engineer/Architect
____________________________________
Firm Name
C-1
EXHIBIT C
SCHEDULE OF SERVICE CHARGES
(See Attached)
D-1
EXHIBIT D
RESOLUTION
A RESOLUTION APPROVING AND AUTHORIZING AN ASSISTANCE AGREEMENT BETWEEN THE PADUCAH-MCCRACKEN COUNTY JOINT SEWER AGENCY AND THE KENTUCKY INFRASTRUCTURE AUTHORITY
TO PROVIDE UP TO $7,216,410 OF LOAN FUNDS FOR PROJECT NUMBER A20-032.
WHEREAS, the Board of Directors (“Governing Authority”) of the Paducah-McCracken County Joint Sewer Agency (“Governmental Agency”) has previously determined that it is in the public interest to acquire and construct certain facilities and improvements (the “Project”) to the
Governmental Agency’s wastewater collection and treatment system (the “System”);
WHEREAS, the Governmental Agency has made application to the Kentucky Infrastructure Authority (the “Authority”) for the purpose of providing monies for the Project; and
WHEREAS, in order to obtain such monies, the Governmental Agency is required to enter into an Assistance Agreement (the “Assistance Agreement”) with the Authority.
NOW, THEREFORE, IT IS RESOLVED by the Board of Directors of the Paducah-McCracken County Joint Sewer Agency, as follows:
SECTION 1. That the Governing Authority hereby approves and authorizes the Assistance Agreement between the Governmental Agency and the Authority regarding Project Number A20-032 substantially in the form on file with the Governmental Agency to provide the
necessary financing to the Governmental Agency for the Project.
SECTION 2. That the Chairman and Secretary of the Governmental Agency be and hereby are authorized, directed and empowered to execute necessary documents or agreements, and to otherwise act on behalf of the Governmental Agency to effect such financing.
SECTION 3. That this resolution shall take effect at the earliest time provided by law.
ADOPTED on July 1, 2021.
GOVERNMENTAL AGENCY: PADUCAH-MCCRACKEN COUNTY JOINT SEWER AGENCY
By: _________________________________ Chairman ATTEST:
By: _________________________________ Secretary of Governmental Agency
D-2
CERTIFICATE
I, the undersigned, hereby certify that I am the duly qualified and acting Secretary of the Paducah-McCracken County Joint Sewer Agency; that the foregoing is a full, true and correct copy of a Resolution adopted by the Board of Directors of the Paducah-McCracken County Joint Sewer
Agency at a meeting duly held on July 1, 2021; that said official action appears as a matter of
public record in the official records or journal of the governing authority; that said meeting was held in accordance with all applicable requirements of Kentucky law, including KRS 61.810, 61.815, 61.820 and 61.823; that a quorum was present at said meeting; that said official action has not been modified, amended, revoked or repealed and is now in full force and effect.
IN TESTIMONY WHEREOF, witness my signature this July 1, 2021.
____________________________________ Secretary of Governmental Agency
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EXHIBIT E
OPINION OF COUNSEL
[Letterhead of Counsel to Governmental Agency]
July 1, 2021
Kentucky Infrastructure Authority 100 Airport Road, Third Floor Frankfort, Kentucky 40601
Re: Assistance Agreement by and between Kentucky Infrastructure Authority and the
Paducah-McCracken County Joint Sewer Agency, regarding Project Number: A20-032.
Ladies and Gentlemen:
The undersigned is an attorney at law duly admitted to the practice of law in the
Commonwealth of Kentucky and is legal counsel to the Paducah-McCracken County Joint Sewer
Agency (the “Governmental Agency”). I am familiar with the organization and existence of the Governmental Agency and the laws of the Commonwealth applicable thereto. Additionally, I am familiar with the wastewater treatment works project (the “Project”) with respect to which the Assistance Agreement by and between the Kentucky Infrastructure Authority (“Authority”) and
the Governmental Agency is being authorized, executed and delivered.
I have reviewed the form of Assistance Agreement by and between the Authority and the Governmental Agency, the legislation of the governing authority authorizing the execution and delivery of said Assistance Agreement and the plans, designs and specifications prepared by the engineers for the Governmental Agency with respect to the Project.
Based upon my review I am of the opinion that:
1) The Governmental Agency is a duly organized and existing municipal corporation and political subdivision of the Commonwealth of Kentucky validly existing under the Constitution and statutes of the Commonwealth of Kentucky.
2) The Assistance Agreement has been duly executed and delivered by the
Governmental Agency and is a valid and binding obligation of the Governmental Agency
enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by equitable principles and by bankruptcy, reorganization, moratorium, insolvency or similar laws heretofore or hereafter enacted relating to or affecting the enforcement of creditors’ rights or remedies generally.
3) The Governmental Agency has all necessary power and authority (i) to enter into,
perform and consummate all transactions contemplated by the Assistance Agreement and (ii) to execute and deliver the documents and instruments to be executed and delivered by it in connection with the construction of the Project.
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4) The Service Charges, as defined in the Assistance Agreement, are in full force and effect and have been duly and lawfully adopted by the Governmental Agency.
5) The execution and delivery of the Assistance Agreement and the performance by
the Governmental Agency of its obligations thereunder does not and will not conflict with, violate or constitute a default under any court or administrative order, decree or ruling, or any law, statute, ordinance or regulation, or any agreement, indenture, mortgage, lease, note or other obligation or instrument, binding upon the Governmental Agency, or any of its properties or assets. The
Governmental Agency has obtained each and every authorization, consent, permit, approval or
license of, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, or any specifically granted exemption from any of the foregoing, that is necessary to the valid execution, delivery or performance by the Governmental Agency of the Assistance Agreement and the imposition of the Service Charges.
6) To the best of my knowledge after due inquiry there is no action, suit, proceedings
or investigation at law or in equity before any court, public board or body pending or threatened against, affecting or questioning (i) the valid existence of the Governmental Agency, (ii) the right or title of the members and officers of the Governmental Agency to their respective positions, (iii) the authorization, execution, delivery or enforceability of the Assistance Agreement or the
application of any monies or security therefor, (iv) the construction of the Project, (v) the validity
or enforceability of the Service Charges or (vi) that would have a material adverse impact on the ability of the Governmental Agency to perform its obligations under the Assistance Agreement.
7) None of the proceedings or authority heretofore taken by the Governmental Agency for the authorization, execution or delivery of the Assistance Agreement have been repealed,
rescinded, or revoked.
8) To the best of my knowledge, the Governmental Agency has fully complied with all federal and state labor and procurement laws in connection with the acquisition and construction of the Project.
9) All proceedings and actions of the Governmental Agency with respect to which the
Assistance Agreement is to be delivered were taken at meetings properly convened and held in
substantial compliance with the applicable provisions of Sections 61.805 to 61.850 of the Kentucky Revised Statutes.
Very truly yours,
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EXHIBIT F
LOAN TERM SCHEDULE
Principal Amount of Loan: $7,216,410
Loan Interest Rate: 0.50%
Default Interest Rate: 8.00%
Authority’s Administrative Fee: 0.20%
Loan Payment Dates: Each June 1 and December 1
Amortization Commencement Date: June 1, 2023
Schedule of Payments: see attached
It is understood and agreed by the parties to this Assistance Agreement that this Term Loan
Schedule (Exhibit F) is an integral part of the Assistance Agreement between the Governmental
Agency and the Authority. This Term Loan Schedule may be amended, supplemented or modified by the mutual agreement of the Governmental Agency and the Authority provided that such amendment, supplement or modification shall be in writing and executed by the respective duly authorized officers of the Governmental Agency and the Authority. Upon the execution and
delivery of any amended, supplemented or modified Term Loan Schedule, the Assistance
Agreement and the Term Loan Schedule shall be, and be deemed to be, amended, supplemented and modified in accordance therewith, and the respective rights, duties and obligations under the Assistance Agreement of the Governmental Agency and the Authority shall thereafter be determined, exercised and enforced under the Assistance Agreement subject in all respects to such
amendments, supplements and modifications.
KENTUCKY INFRASTRUCTURE AUTHORITYANTICIPATED REPAYMENT SCHEDULELOAN #A20-032 PADUCAH MCCRACKEN COUNTY JOINT SEWER AGENCY 0.50%Interest$189,806.31 P & I Calculation
Payment Principal Interest Interest Principal Servicing Credit Total Principal R & M TotalDateDueDueRate& Interest Fee Due Payment Balance Reserve Reserve$7,216,410.0006/01/23 $171,765.28 $18,041.03 0.50%$189,806.31 $7,216.41 $0.00 $197,022.72 $7,044,644.72 $0.00 $0.0012/01/23 $172,194.70 $17,611.61 0.50%$189,806.31 $7,044.64 $0.00 $196,850.95 $6,872,450.02 $0.00 $0.0006/01/24 $172,625.18 $17,181.13 0.50%$189,806.31 $6,872.45 $0.00 $196,678.76 $6,699,824.84 $0.00 $0.0012/01/24 $173,056.75 $16,749.56 0.50%$189,806.31 $6,699.82 $0.00 $196,506.13 $6,526,768.09 $0.00 $0.0006/01/25 $173,489.39 $16,316.92 0.50%$189,806.31 $6,526.77 $0.00 $196,333.08 $6,353,278.70 $0.00 $0.0012/01/25 $173,923.11 $15,883.20 0.50%$189,806.31 $6,353.28 $0.00 $196,159.59 $6,179,355.59 $0.00 $0.0006/01/26 $174,357.92 $15,448.39 0.50%$189,806.31 $6,179.36 $0.00 $195,985.67 $6,004,997.67 $0.00 $0.0012/01/26 $174,793.82 $15,012.49 0.50%$189,806.31 $6,005.00 $0.00 $195,811.31 $5,830,203.85 $0.00 $0.0006/01/27 $175,230.80 $14,575.51 0.50%$189,806.31 $5,830.20 $0.00 $195,636.51 $5,654,973.05 $0.00 $0.00
12/01/27 $175,668.88 $14,137.43 0.50%$189,806.31 $5,654.97 $0.00 $195,461.28 $5,479,304.17 $0.00 $0.00
06/01/28 $176,108.05 $13,698.26 0.50%$189,806.31 $5,479.30 $0.00 $195,285.61 $5,303,196.12 $0.00 $0.00
12/01/28 $176,548.32 $13,257.99 0.50%$189,806.31 $5,303.20 $0.00 $195,109.51 $5,126,647.80 $0.00 $0.00
06/01/29 $176,989.69 $12,816.62 0.50%$189,806.31 $5,126.65 $0.00 $194,932.96 $4,949,658.11 $0.00 $0.00
12/01/29 $177,432.16 $12,374.15 0.50%$189,806.31 $4,949.66 $0.00 $194,755.97 $4,772,225.95 $0.00 $0.00
06/01/30 $177,875.75 $11,930.56 0.50%$189,806.31 $4,772.23 $0.00 $194,578.54 $4,594,350.20 $0.00 $0.00
12/01/30 $178,320.43 $11,485.88 0.50%$189,806.31 $4,594.35 $0.00 $194,400.66 $4,416,029.77 $0.00 $0.00
06/01/31 $178,766.24 $11,040.07 0.50%$189,806.31 $4,416.03 $0.00 $194,222.34 $4,237,263.53 $0.00 $0.00
12/01/31 $179,213.15 $10,593.16 0.50%$189,806.31 $4,237.26 $0.00 $194,043.57 $4,058,050.38 $0.00 $0.00
06/01/32 $179,661.18 $10,145.13 0.50%$189,806.31 $4,058.05 $0.00 $193,864.36 $3,878,389.20 $0.00 $0.00
12/01/32 $180,110.34 $9,695.97 0.50%$189,806.31 $3,878.39 $0.00 $193,684.70 $3,698,278.86 $0.00 $0.0006/01/33 $180,560.61 $9,245.70 0.50%$189,806.31 $3,698.28 $0.00 $193,504.59 $3,517,718.25 $0.00 $0.0012/01/33 $181,012.01 $8,794.30 0.50%$189,806.31 $3,517.72 $0.00 $193,324.03 $3,336,706.24 $0.00 $0.0006/01/34 $181,464.54 $8,341.77 0.50%$189,806.31 $3,336.71 $0.00 $193,143.02 $3,155,241.70 $0.00 $0.0012/01/34 $181,918.21 $7,888.10 0.50%$189,806.31 $3,155.24 $0.00 $192,961.55 $2,973,323.49 $0.00 $0.0006/01/35 $182,373.00 $7,433.31 0.50%$189,806.31 $2,973.32 $0.00 $192,779.63 $2,790,950.49 $0.00 $0.0012/01/35 $182,828.93 $6,977.38 0.50%$189,806.31 $2,790.95 $0.00 $192,597.26 $2,608,121.56 $0.00 $0.0006/01/36 $183,286.01 $6,520.30 0.50%$189,806.31 $2,608.12 $0.00 $192,414.43 $2,424,835.55 $0.00 $0.0012/01/36 $183,744.22 $6,062.09 0.50%$189,806.31 $2,424.84 $0.00 $192,231.15 $2,241,091.33 $0.00 $0.0006/01/37 $184,203.58 $5,602.73 0.50%$189,806.31 $2,241.09 $0.00 $192,047.40 $2,056,887.75 $0.00 $0.0012/01/37 $184,664.09 $5,142.22 0.50%$189,806.31 $2,056.89 $0.00 $191,863.20 $1,872,223.66 $0.00 $0.0006/01/38 $185,125.75 $4,680.56 0.50%$189,806.31 $1,872.22 $0.00 $191,678.53 $1,687,097.91 $0.00 $0.0012/01/38 $185,588.57 $4,217.74 0.50%$189,806.31 $1,687.10 $0.00 $191,493.41 $1,501,509.34 $0.00 $0.0006/01/39 $186,052.54 $3,753.77 0.50%$189,806.31 $1,501.51 $0.00 $191,307.82 $1,315,456.80 $0.00 $0.0012/01/39 $186,517.67 $3,288.64 0.50%$189,806.31 $1,315.46 $0.00 $191,121.77 $1,128,939.13 $0.00 $0.00
06/01/40 $186,983.96 $2,822.35 0.50%$189,806.31 $1,128.94 $0.00 $190,935.25 $941,955.17 $0.00 $0.00
12/01/40 $187,451.42 $2,354.89 0.50%$189,806.31 $941.96 $0.00 $190,748.27 $754,503.75 $0.00 $0.00
06/01/41 $187,920.05 $1,886.26 0.50%$189,806.31 $754.50 $0.00 $190,560.81 $566,583.70 $0.00 $0.00
12/01/41 $188,389.85 $1,416.46 0.50%$189,806.31 $566.58 $0.00 $190,372.89 $378,193.85 $0.00 $0.00
06/01/42 $188,860.83 $945.48 0.50%$189,806.31 $378.19 $0.00 $190,184.50 $189,333.02 $0.00 $0.00
12/01/42 $189,333.02 $473.29 0.50%$189,806.31 $189.33 $0.00 $189,995.64 $0.00 $0.00 $0.00
Totals $7,216,410.00 $375,842.40 $7,592,252.40 $150,336.97 $0.00 $7,742,589.37 $0.00
Created by KIA on 04/22/2021
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EXHIBIT G
ADDITIONAL COVENANTS AND AGREEMENTS
(A) Unless otherwise agreed to by the Authority, all Loan proceeds shall be expended by the
Governmental Agency no later than six months after the initiation of operation of the Project.