HomeMy WebLinkAbout04-10-17 City Commission Packet Materials - A4. Resolution 4788, 5.3 MG Water Tank Revenue Bond
Commission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Anna Rosenberry, Assistant City Manager
SUBJECT: Resolution No. 4788 - RESOLUTION RELATING TO $7,573,000 WATER SYSTEM REVENUE BOND (DNRC DRINKING WATER STATE REVOLVING LOAN PROGRAM), TAXABLE SERIES 2017; AUTHORIZING THE ISSUANCE AND
FIXING THE TERMS AND CONDITIONS THEREOF
MEETING DATE: April 10, 2017
AGENDA ITEM TYPE: Action
RECOMMENDATION: Resolution No. 4788 - RESOLUTION RELATING TO $7,573,000
WATER SYSTEM REVENUE BOND (DNRC DRINKING WATER STATE REVOLVING
LOAN PROGRAM), TAXABLE SERIES 2017; AUTHORIZING THE ISSUANCE AND FIXING THE TERMS AND CONDITIONS THEREOF
BACKGROUND: The City has applied for and received a Loan Commitment from the State
Revolving Loan Program to fund the construction and financing costs of a 5.3 million gallon
water storage tank at the Water Treatment Plant. Bids have been received and a low-bidder identified. The next step is to formally adopt the bond resolution and close on the loan.
This resolution will allow the city to close on the loan in mid-May and draw-down our loan
proceeds for project costs related to the financing and constructing the system. The project will
be financed with the loan proceeds and cash-on-hand in the Water Impact Fee Fund. The estimated budget for the project totals $8.7 million (including loan reserves of $252,000)
and is detailed in Appendix A of the Resolution. This is more than our original estimate of $6.6
million that was budgeted in FY16. However, as design of the tank progressed, we received
updated estimates that were close to $8 Million when project contingency was added, and had updated our Capital Improvement Plan with increased estimated debt service amounts for this project.
In addition to the loan, $1.2 Million in Water Impact Fee cash will be used for our required debt
service reserve and construction. This cash is available because we have not had to make debt service payments as were planned in the FY16/17/18 budgets, due to the delay in borrowing Using the cash that is available reduces the amount we borrow and the amount of interest costs
for the project.
Securing the Loan: This project was identified as 100% capacity-adding, as this is entirely new water storage capacity; payable from Water Impact Fees. However, because of the
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uncertainty of water impact fee revenues, the City’s Water Fund must secure the loan and have
rates in place to make any debt service payments that the impact fee fund is unable to make.
Annual Payments: The loan is to be repaid over 20 years with interest accruing at 2.5%. Loan payments are planned to be made from the Water Impact Fee fund, at a total of $485,000 per
year.
UNRESOLVED ISSUES: None.
ALTERNATIVES: Secure financing from a different source.
FISCAL EFFECTS: The City will borrow up to $7,573,000 for the construction and
financing of the 5.3 million gallon water storage tank located at the Water Treatment Plant.
We will also be utilizing $1,200,000 of cash in the Water Impact Fee fund for the required project debt-service reserve and to fund construction costs. See Appendix A.
The City will be required to repay approximately $485,000/year over 20 years. Debt service
payments are planned to come from the Water Impact Fee Fund. They are described in our
adopted Capital Improvement Plan under item “WIF14 - LOAN DEBT SERVICE ‐ WTP 5.3MG
CONCRETE WATER STORAGE RESERVOIR” at a total of $600,000 per year in each year of the plan. Should the water impact fee fund have insufficient cash to make the payment, the City’s Water Fund will make the payment.
Our current water rates anticipated debt service payments and revenue coverage requirements for
this borrowing. No rate increase is required for this borrowing.
Attachments: Resolution No. 4788
Report compiled on: March 31, 2017
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CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I, the undersigned, being the duly qualified and acting recording officer of the City of
Bozeman, Montana (the “City”), hereby certify that the attached resolution is a true copy of
Resolution No. 4788, entitled: “RESOLUTION RELATING TO $7,573,000 WATER SYSTEM
REVENUE BOND (DNRC DRINKING WATER STATE REVOLVING LOAN PROGRAM),
TAXABLE SERIES 2017; AUTHORIZING THE ISSUANCE AND FIXING THE TERMS
AND CONDITIONS THEREOF” (the “Resolution”), on file in the original records of the City
in my legal custody; that the Resolution was duly adopted by the City Commission of the City at
a meeting on April 10, 2017 and that the meeting was duly held by the City Commission and was
attended throughout by a quorum, pursuant to call and notice of such meeting given as required
by law; and that the Resolution has not as of the date hereof been amended or repealed.
I further certify that, upon vote being taken on the Resolution at said meeting, the
following Commissioners voted in favor thereof:
; voted against
the same: ; abstained from voting thereon:
; or were absent: .
WITNESS my hand officially this _______ day of April, 2017.
____________________________________ Robin Crough, City Clerk
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SUPPLEMENTAL RESOLUTION
Relating to
$7,573,000
WATER SYSTEM REVENUE BOND
(DNRC DRINKING WATER STATE REVOLVING LOAN PROGRAM), TAXABLE SERIES 2017
CITY OF BOZEMAN, MONTANA
Adopted: April 10, 2017
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TABLE OF CONTENTS
(For convenience only, not a part of this Supplemental Resolution) Page
RECITALS ......................................................................................................................................1
DEFINITIONS, RULES OF CONSTRUCTION AND APPENDICES .....................1 ARTICLE I
Section 1.1 Definitions .....................................................................................................1
Section 1.2 Other Rules of Construction .........................................................................6 Section 1.3 Appendices ....................................................................................................6
AUTHORIZATION, FINDINGS, REPRESENTATIONS AND COVENANTS ....6 ARTICLE II
Section 2.1 Authorization and Findings ...........................................................................6
Section 2.2 Representations .............................................................................................7
Section 2.3 Covenants ....................................................................................................10 Section 2.4 Covenants Relating to the Tax-Exempt Status of the State Bonds .............12
Section 2.5 Maintenance of System; Liens ....................................................................14
Section 2.6 Maintenance of Existence; Merger, Consolidation, Etc.; Disposition
of Assets ......................................................................................................14
USE OF PROCEEDS; THE 2017 PROJECT .........................................................14 ARTICLE IIISection 3.1 Use of Proceeds ...........................................................................................14
Section 3.2 The 2017 Project .........................................................................................15
Section 3.3 2017 Project Representations and Covenants .............................................16
Section 3.4 Completion or Cancellation or Reduction of Costs of the 2017
Project .........................................................................................................17
THE 2017 LOAN....................................................................................................17 ARTICLE IV
Section 4.1 The 2017 Loan; Disbursement of 2017 Loan .............................................17
Section 4.2 Commencement of Loan Term ...................................................................19
Section 4.3 Termination of Loan Term ..........................................................................19
Section 4.4 Loan Closing Submissions ..........................................................................19
REPAYMENT OF 2017 LOAN ..............................................................................19 ARTICLE V
Section 5.1 Repayment of 2017 Loan ............................................................................19
Section 5.2 Additional Payments ...................................................................................20
Section 5.3 Prepayments ................................................................................................21
Section 5.4 Obligations of Borrower Unconditional......................................................21 Section 5.5 Limited Liability .........................................................................................21
INDEMNIFICATION OF DNRC AND DEQ .......................................................22 ARTICLE VI
ASSIGNMENT .....................................................................................................22 ARTICLE VII
Section 7.1 Assignment by Borrower ............................................................................22
Section 7.2 Assignment by DNRC ................................................................................22 Section 7.3 State Refunding Bonds ................................................................................22
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THE SERIES 2017 BOND ..................................................................................22 ARTICLE VIII
Section 8.1 Net Revenues Available ..............................................................................22
Section 8.2 Issuance and Sale of the Series 2017 Bond .................................................23 Section 8.3 Terms...........................................................................................................23
Section 8.4 Negotiability, Transfer and Registration .....................................................23
Section 8.5 Execution and Delivery ...............................................................................24
Section 8.6 Form ............................................................................................................24
SECURITY FOR THE SERIES 2017 BOND ........................................................24 ARTICLE IX
CONTINUING DISCLOSURE ...............................................................................24 ARTICLE X
AMENDMENTS ....................................................................................................25 ARTICLE XI
Section 11.1 Authorization...............................................................................................25
Section 11.2 Consent of the DNRC .................................................................................25
Section 11.3 Amendments. ..............................................................................................25 Section 11.4 Effect of Amendments ................................................................................28
MISCELLANEOUS ..............................................................................................28 ARTICLE XII
Section 12.1 Notices.........................................................................................................28
Section 12.2 Binding Effect .............................................................................................29
Section 12.3 Severability .................................................................................................29 Section 12.4 Amendments ...............................................................................................29
Section 12.5 Applicable Law ...........................................................................................29
Section 12.6 Captions; References to Sections ................................................................29
Section 12.7 No Liability of Individual Officers, Directors or Trustees .........................29
Section 12.8 Payments Due on Holidays .........................................................................29 Section 12.9 Right of Others To Perform Borrower’s Covenants ...................................30
Section 12.10 Authentication of Transcript .......................................................................30
Section 12.11 Effective Date..............................................................................................31
APPENDIX A – Description of the Project ................................................................................ A-1
APPENDIX B – Form of Series 2017 Bond ................................................................................B-1 APPENDIX C – Collateral Documents .......................................................................................C-1
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RESOLUTION NO. 4788
RESOLUTION RELATING TO $7,573,000 WATER SYSTEM
REVENUE BOND (DNRC DRINKING WATER STATE
REVOLVING LOAN PROGRAM), TAXABLE SERIES 2017; AUTHORIZING THE ISSUANCE AND FIXING THE TERMS
AND CONDITIONS THEREOF
WHEREAS, pursuant to the Drinking Water State Revolving Fund Act, Montana Code
Annotated, Title 75, Chapter 6, Part 2, as amended (the “State Act”), the State of Montana (the
“State”) has established a revolving loan program (the “Program”) to be administered by the Department of Natural Resources and Conservation of the State of Montana, an agency of the
State (the “DNRC”), and by the Department of Environmental Quality of the State of Montana,
an agency of the State (the “DEQ”), and has provided that a drinking water state revolving fund
(the “Revolving Fund”) be created within the state treasury and all federal, state and other funds
for use in the Program be deposited into the Revolving Fund, including, but not limited to, all federal grants for capitalization of a state drinking water revolving fund under the federal Safe
Drinking Water Act (the “Safe Drinking Water Act”), all repayments of assistance awarded from
the Revolving Fund, interest on investments made on money in the Revolving Fund and
payments of principal of and interest on loans made from the Revolving Fund; and
WHEREAS, the State Act provides that funds from the Program shall be disbursed and administered for the purposes set forth in the Safe Drinking Water Act and according to rules
adopted by the DEQ and the DNRC; and
WHEREAS, the City of Bozeman, Montana (the “Borrower”) has applied to the DNRC
for the 2017 Loan (as hereinafter defined) from the Revolving Fund to enable the Borrower to
finance, refinance or reimburse itself, in part, for a portion of the costs of the 2017 Project (as hereinafter defined) which will carry out the purposes of the Safe Drinking Water Act; and
WHEREAS, the Borrower is authorized under applicable laws, ordinances and
regulations to adopt this Supplemental Resolution and to issue the Series 2017 Bond (as
hereinafter defined) to evidence the 2017 Loan (as hereinafter defined) for the purposes set forth
herein; and
WHEREAS, the DNRC will fund the 2017 Loan with Recycled Money (as hereinafter
defined).
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF BOZEMAN, MONTANA, AS FOLLOWS:
ARTICLE I
DEFINITIONS, RULES OF CONSTRUCTION AND APPENDICES
Section 1.1 Definitions. Unless a different meaning clearly appears from the context,
terms used with initial capital letters but undefined in this Supplemental Resolution shall have
the meanings given them in the Original Resolution, the Indenture, or as follows:
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“Accountant” or “Accountants” means an independent certified public accountant or a
firm of independent certified public accountants satisfactory to the DNRC.
“Acquisition and Construction Account” means the account created in the Water System Fund pursuant to Section 11.2 of the Original Resolution.
“Act” means Montana Code Annotated, Title 7, Chapter 7, Parts 44 and 45, as heretofore
and hereafter amended or supplemented.
“Administrative Expense Surcharge” means a surcharge equal to twenty-five hundredths
of one percent (0.25%) per annum on the outstanding principal amount of the 2017 Loan from the date of each advance thereof, payable by the Borrower on a Payment Date.
“Authorized DNRC Officer” means the Director of the DNRC or his or her designee.
“Bond Counsel” means any Counsel nationally recognized as experienced in matters
relating to the issuance by states or political subdivisions of tax-exempt obligations selected by
the Borrower and acceptable to the DNRC.
“Bonds” means the Series 2011A Bond, Series 2011B Bond, the Series 2017 Bond and
any additional Bonds issued as parity Bonds under Article X of the Original Resolution,
excluding Section 10.4 thereof.
“Borrower” means the City.
“Business Day” means any day which is not a Saturday or Sunday, a legal holiday in the State or a day on which banks in Montana are authorized or required by law to close.
“City” means the City of Bozeman, Montana and its permitted successors or assigns
hereunder.
“Closing” means the date of delivery of the Series 2017 Bond to the DNRC.
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral Documents” means any security agreement, guaranty or other document or
agreement delivered to the DNRC securing the obligations of the Borrower under this
Supplemental Resolution and the Series 2017 Bond. If no Collateral Documents secure such
obligations, any reference to Collateral Documents in this Supplemental Resolution shall be
without effect.
“Committed Amount” means the amount of the 2017 Loan committed to be lent by the
DNRC to the Borrower pursuant to Section 4.1 of this Supplemental Resolution, as such amount
may be reduced pursuant to Sections 3.2 and 3.4 of this Supplemental Resolution.
“Consultant” means a nationally recognized consultant or firm of consultants, or an
independent engineer or firm of independent engineers, or an Accountant, which in any case is qualified and has skill and experience in the preparation of financial feasibility studies or
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projections for facilities similar to the System or the 2017 Project, selected by the Borrower and
satisfactory to the DNRC.
“Commission” means the City Commission of the City of Bozeman, Montana.
“Counsel” means an attorney duly admitted to practice law before the highest court of
any state and satisfactory to the DNRC.
“Debt” means, without duplication, (1) indebtedness of the Borrower for borrowed
money or for the deferred purchase price of property or services; (2) the obligation of the
Borrower as lessee under leases which should be recorded as capital leases under generally accepted accounting principles; and (3) obligations of the Borrower under direct or indirect
guarantees in respect of, and obligations (contingent or otherwise) to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of
others of the kinds referred to in clause (1) or (2) above.
“DEQ” means the Department of Environmental Quality of the State of Montana, an agency of the State, or any successor to its powers, duties and obligations under the State Act or
the EPA Agreements.
“DNRC” means the Department of Natural Resources and Conservation of the State of
Montana, an agency of the State, and any successor to its powers, duties and obligations under
the State Act.
“EPA” means the Environmental Protection Agency, an agency of the United States of
America, and any successor to its functions under the Safe Drinking Water Act.
“EPA Agreements” means all capitalization grant agreements and other written
agreements between the DEQ, DNRC and the EPA concerning the Program.
“EPA Capitalization Grant” means a grant of funds to the State by the EPA under Section 1452 of the Safe Drinking Water Act.
“Governmental Unit” means governmental unit as such term is used in Section 145(a) of
the Code.
“Indenture” means the Indenture of Trust, dated as of May 1, 1998, between the Board of
Examiners of the State and the Trustee, as such may be supplemented or amended from time to time in accordance with the provisions thereof, pursuant to which, among other things, the State
Bonds are to be or have been issued.
“Loan Loss Reserve Surcharge” means a surcharge equal to twenty-five hundredths of
one percent (0.25%) per annum on the outstanding principal amount of the 2017 Loan from the
date of each advance thereof, payable by the Borrower on a Payment Date.
“Net Revenues” means the Revenues for a specified period less the Operating Expenses
for the same period.
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“Operating Account” means the account created in the Water System Fund pursuant to
Section 11.3 of the Original Resolution.
“Operating Expenses” means the current expenses, paid or accrued, of operation, maintenance and repair of the System and its facilities, as calculated in accordance with sound
accounting practices, and shall include, without limitation, administrative expenses of the
Borrower relating solely to the System, premiums for insurance on the properties thereof, labor
and the cost of materials and supplies used for current operation, maintenance and repair, and
charges for the accumulation of appropriate reserves for current expenses which are not recurrent regularly but may reasonably be expected to be incurred.
“Operating Reserve” means the reserve to be maintained in the Operating Account as
required by Section 11.3 of the Original Resolution.
“Original Resolution” means Resolution No. 4333 of the Borrower adopted on August
29, 2011, as amended and supplemented by Resolution No. 4461 of the Borrower adopted on August 5, 2013.
“Program” means the Drinking Water State Revolving Loan Program established by the
State Act.
“Project” means an improvement, betterment, reconstruction or extension of the System,
including the 2017 Project.
“Public Entity” means a municipality, city, town, county, irrigation district, drainage
district, county water and sewer district, a soil conservation district, political or administrative
subdivision of State government or other public body established by State law or an Indian tribe
that has a federally recognized governing body carrying out substantial governmental duties and
powers over any area.
“Recycled Money” means payments and prepayments of principal of loans made under
the Program, and any other amounts transferred to the Principal Subaccount in the Revenue
Subaccount in the State Allocation Account (as such terms are defined in the Indenture).
“Regulations” means the Treasury Department, Income Tax Regulations, as amended or
any successor regulation thereto, promulgated under the Code or otherwise applicable to the Series 2017 Bond.
“Replacement and Depreciation Account” means the Account created in the Water
System Fund pursuant to Section 11.6 of the Original Resolution.
“Reserve Account” means the account created in the Water System Fund pursuant to
Section 11.5 of the Original Resolution, as amended hereby.
“Reserve Requirement” means, as of the date of calculation, an amount equal to one-half
the sum of the highest cumulative amount of principal of and interest payable on all outstanding
Bonds in any one future fiscal year (giving effect to mandatory sinking fund redemption, if any).
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“Resolution” means the Original Resolution, as amended and supplemented by this
Supplemental Resolution and other supplemental resolutions.
“Revenue Bond Account” means the account created in the Water System Fund pursuant to Section 11.4 of the Original Resolution, as amended hereby.
“Safe Drinking Water Act” means Title XIV of the Public Health Service Act, commonly
known as the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq., as amended, and all
regulations, rules and interpretations issued by the EPA thereunder.
“Series 2011A Bond” means the First Amended and Restated Water System Revenue Bond (DNRC Drinking Water State Revolving Loan Program), Series 2011A, issued by the
Borrower in the original principal amount of $9,491,000 pursuant to the Resolution as then in
effect.
“Series 2011B Bond” means the First Amended and Restated Water System Revenue
Bond (DNRC Drinking Water State Revolving Loan Program), Series 2011B, issued by the Borrower in the original principal amount of $9,400,000 pursuant to the Resolution as then in
effect.
“Series 2017 Bond” means the Water System Revenue Bond (DNRC Drinking Water
State Revolving Loan Program), Taxable Series 2017, issued to the DNRC to evidence the 2017
Loan.
“State” means the State of Montana.
“State Act” means Montana Code Annotated, Title 75, Chapter 6, Part 2, as amended
from time to time.
“State Bonds” means the State’s General Obligation Bonds (Drinking Water State
Revolving Fund Program), issued or to be issued pursuant to the Indenture.
“Supplemental Resolution” means this Resolution No. 4788 of the Borrower adopted on
April 10, 2017.
“Surplus Account” means the account created in the Water System Fund pursuant to
Section 11.7 of the Original Resolution.
“Surplus Net Revenues” shall mean that portion of the Net Revenue in excess of the current requirements of the Operating Account, the Revenue Bond Account and the Reserve
Account.
“System” means the water system of the Borrower and all extensions, improvements and
betterments thereof heretofore or hereafter constructed and acquired.
“Trustee” means U.S. Bank National Association, in Seattle, Washington, or any successor trustee under the Indenture.
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“2017 Loan” or “Loan” means the 2017 Loan made to the Borrower by the DNRC
pursuant to the Program in the maximum amount of the Committed Amount to provide funds to
pay a portion of the costs of the 2017 Project and to pay costs associated with the sale and issuance of the Series 2017 Bond.
“Water System Fund” means the fund created by Section 11.1 of the Original Resolution,
as amended hereby.
Section 1.2 Other Rules of Construction. For all purposes of this Supplemental
Resolution, except where the context clearly indicates otherwise:
(a) All accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted government accounting standards.
(b) Terms in the singular include the plural and vice versa.
(c) All references to time shall refer to Helena, Montana time, unless otherwise
provided herein.
(d) All references to mail shall refer to first-class mail postage prepaid.
(e) Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders.
(f) “Or” is not exclusive, but is intended to permit or encompass one, more or all of the
alternatives conjoined.
Section 1.3 Appendices. Attached to this Supplemental Resolution and hereby made a
part hereof are the following Appendices:
Appendix A: a description of the 2017 Project;
Appendix B: the form of the Series 2017 Bond; and
Appendix C: Collateral Documents.
ARTICLE II
AUTHORIZATION, FINDINGS, REPRESENTATIONS AND COVENANTS
Section 2.1 Authorization and Findings.
(a) Authorization. Under the provisions of the Act, the Borrower is authorized to issue and sell its revenue bonds payable during a term not exceeding forty years from their date of
issue, to provide funds for the reconstruction, improvement, betterment and extension of the
System or to refund its revenue bonds issued for such purpose; provided that the bonds and the
interest thereon are to be payable solely out of the net income and revenues to be derived from
rates, fees and charges for the services, facilities and commodities furnished by the
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undertaking, and are not to create any obligation for the payment of which taxes may be levied
except to pay for services provided by the undertaking to the Borrower. In particular, under
the Act, a water system, together with all parts of and appurtenances to the system, including supply systems, is an undertaking, and a municipality may improve any undertaking within or
outside of the municipality and acquire by purchase rights in land in connection with the
undertaking.
(b) The System. The Borrower, pursuant to the Act and other laws of the State, has
established and presently owns and operates the System.
(c) The 2017 Project. After investigation of the facts and as authorized by the Act, this
Commission has determined it to be necessary and desirable and in the best interests of the
Borrower to construct the 2017 Project.
(d) Outstanding Bonds. Pursuant to the Act and the Resolution, the Borrower has
issued, and has outstanding, its Series 2011A Bond and Series 2011B Bond. The Series 2011A Bond and Series 2011B Bond are payable from Net Revenues of the System. No other bonds
or indebtedness are outstanding that are payable from or secured by Revenues of the System.
(e) Additional Parity Bonds. The Borrower reserved the right under Section 10.3 of the
Original Resolution, as previously amended and as further amended by Article XI herein, to
issue additional Bonds payable from the Revenue Bond Account of the Water System Fund on a parity as to both principal and interest with the outstanding Bonds, provided that if the
additional Bonds are issued to complete a Project, a certificate is to be signed by the Mayor
and the Assistant City Manager or either of them stating that on the date of issuance of such
additional Bonds, and Net Revenues of the System meet the requirements set forth in
Section 10.3 of the Original Resolution, as amended by Section 11.3 of this Supplemental Resolution. Based on a certificate executed or to be executed by the Mayor and the Assistant
City Manager, or either of them, it is hereby determined that the Borrower is authorized to
issue the Series 2017 Bond in the maximum principal amount of $7,573,000 pursuant to
Section 10.3 of the Original Resolution, as amended by Section 11.3 of this Supplemental
Resolution, payable from and secured by a pledge of the Net Revenues on a parity with the outstanding Series 2011A Bond and Series 2011B Bond.
Section 2.2 Representations. The Borrower represents as follows:
(a) Organization and Authority. The Borrower:
(1) is duly organized and validly existing as a municipal corporation of
the State;
(2) has all requisite power and authority and all necessary licenses and
permits required as of the date hereof to own and operate the
System and to carry on its current activities with respect to the
System, to adopt this Supplemental Resolution and to enter into the
Collateral Documents and to issue the Series 2017 Bond and to carry out and consummate all transactions contemplated by the
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Supplemental Resolution, the Series 2017 Bond and the Collateral
Documents;
(3) is a Governmental Unit and a Public Entity; and
(4) has taken all proper action to authorize the execution, delivery and
performance of its obligations under this Supplemental Resolution,
the Series 2017 Bond and the Collateral Documents and the
incurrence of the Debt evidenced by the Series 2017 Bond in the
maximum amount of the Committed Amount.
(b) Litigation. There is no litigation or proceeding pending, or to the knowledge of the
Borrower threatened, against or affecting the Borrower in any court or before or by any
governmental authority or arbitration board or tribunal that, if adversely determined, would
materially and adversely affect the existence, corporate or otherwise, of the Borrower, or the
ability of the Borrower to make all payments and otherwise perform its obligations under the Resolution, the Series 2017 Bond and the Collateral Documents, or the financial condition of
the Borrower, or the transactions contemplated by the Resolution, the Series 2017 Bond and
the Collateral Documents or the validity and enforceability of the Resolution, the Series 2017
Bond and the Collateral Documents. No referendum petition has been filed with respect to any
resolution or other action of the Borrower relating to the 2017 Project, the Series 2017 Bond or any Collateral Documents.
(c) Borrowing Legal and Authorized. The adoption of this Supplemental Resolution,
the execution and delivery of the Series 2017 Bond and the Collateral Documents and the
consummation of the transactions provided for in this Supplemental Resolution, the Series
2017 Bond and the Collateral Documents and compliance by the Borrower with the provisions of the Resolution, the Series 2017 Bond and the Collateral Documents:
(1) are within the powers of the Borrower and have been duly
authorized by all necessary action on the part of the Borrower; and
(2) do not and will not result in any breach of any of the terms,
conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Borrower pursuant to any
ordinance, resolution, indenture, loan agreement or other
agreement or instrument (other than the Resolution and any
Collateral Documents) to which the Borrower is a party or by which the Borrower or its property may be bound, nor will such
action result in any violation of the provisions of any laws,
ordinances, governmental rules or regulations or court or other
governmental orders to which the Borrower, its properties or
operations are subject.
(d) No Defaults. No event has occurred and no condition exists that, upon execution
and delivery of the Series 2017 Bond and the Collateral Documents, would constitute a default
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under the Resolution or the Collateral Documents. The Borrower is not in violation of any
term of any agreement, bond resolution, trust indenture, charter or other instrument to which it
is a party or by which it or its property may be bound which violation would materially and adversely affect the transactions contemplated hereby or the compliance by the Borrower with
the terms hereof or of the Series 2017 Bond and the Collateral Documents.
(e) Governmental Consent. The Borrower has obtained or made all permits, findings
and approvals required to the date of adoption of this Supplemental Resolution by any
governmental body or officer for the making and performance by the Borrower of its obligations under this Supplemental Resolution, the Series 2017 Bond and the Collateral
Documents (including any necessary water rate increase) or for the 2017 Project, the financing
or refinancing thereof or the reimbursement of the Borrower for the costs thereof. No consent,
approval or authorization of, or filing, registration or qualification with, any governmental
authority (other than those, if any, already obtained) is required on the part of the Borrower as a condition to adopting this Supplemental Resolution, issuing the Series 2017 Bond or entering
into the Collateral Documents and the performance of the Borrower’s obligations hereunder
and thereunder. If a utility board or commission manages or controls the System, such board
or commission has agreed with the DNRC to abide by the terms of the Resolution and the
Collateral Documents, including approving any necessary water rate increases.
(f) Binding Obligation. The Resolution, the Series 2017 Bond and any Collateral
Document to which the Borrower is a party are the valid and binding special, limited
obligations and agreements of the Borrower, enforceable against the Borrower in accordance
with their terms, except to the extent that the enforceability thereof may be limited by laws
relating to bankruptcy, moratorium, reorganization, insolvency or similar laws affecting creditors’ rights and general principles of equity.
(g) The 2017 Project. The 2017 Project consists and will consist of the facilities,
improvements and activities described in Appendix A, as such Appendix A may be amended
from time to time in accordance with the provisions of Article III of this Supplemental
Resolution. The 2017 Project comprises facilities of a type that, as determined by the EPA, will facilitate compliance with the national primary drinking water regulations applicable to the
System or will otherwise significantly further the health protection objectives of the Safe
Drinking Water Act.
(h) The System. The System is a “community water system” within the meaning of the
State Act and the Safe Drinking Water Act in that it is a public water system, comprising collection, treatment, storage and distribution facilities for the provision to the public of water
for human consumption, that serves not less than 15 service connections used by year-round
residents of the area served by the System or regularly serves not less than 25 year-round
residents.
(i) Full Disclosure. There is no fact that the Borrower has not specifically disclosed in writing to the DNRC that materially and adversely affects or (so far as the Borrower can now
foresee), except for pending or proposed legislation or regulations that are a matter of general
public information, that will materially and adversely affect the properties, operations and
finances of the System, the Borrower’s status as a Public Entity and Governmental Unit, its
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ability to own and operate the System in the manner it is currently operated or the Borrower’s
ability to perform its obligations under the Resolution, the Series 2017 Bond and the Collateral
Documents and to pledge any revenues or other property pledged to the payment of the Series 2017 Bond.
(j) Compliance With Law. The Borrower:
(1) is in compliance with all laws, ordinances, governmental rules and
regulations and court or other governmental orders, judgments and
decrees to which it is subject and which are material to the properties, operations and finances of the System or its status as a
Public Entity and Governmental Unit; and
(2) has obtained all licenses, permits, franchises or other governmental
authorizations necessary to the ownership of the System and the
operation thereof and agrees to obtain all such licenses, permits, franchises or other governmental authorizations as may be required
in the future for the System and the operation thereof, which
failure to obtain might materially and adversely affect the ability of
the Borrower to conduct the operation of the System as presently
conducted or the condition (financial or otherwise) of the System or the Borrower’s ability to perform its obligations under the
Resolution, the Series 2017 Bond and the Collateral Documents.
Section 2.3 Covenants.
(a) Insurance. In addition to the requirements of Section 2.2(j) of the Original
Resolution, the Borrower at all times shall keep and maintain with respect to the System property and casualty insurance and liability insurance with financially sound and reputable
insurers, or self-insurance as authorized by State law, against such risks and in such amounts,
and with such deductible provisions, as are customary in the State in the case of entities of the
same size and type as the Borrower and similarly situated and shall carry and maintain, or
cause to be carried and maintained, and pay or cause to be paid timely the premiums for all such insurance. All such insurance policies shall name the DNRC as an additional insured to
the extent permitted under the policy or program of insurance of the Borrower. Each policy
must provide that it cannot be cancelled by the insurer without giving the Borrower and the
DNRC 30 days’ prior written notice. The Borrower shall give the DNRC prompt notice of
each insurance policy it obtains or maintains to comply with this Section 2.3(a) and of each renewal, replacement, change in coverage or deductible under or amount of or cancellation of
each such insurance policy and the amount and coverage and deductibles and carrier of each
new or replacement policy. Such notice shall specifically note any adverse change as being an
adverse change. The Borrower shall deliver to the DNRC at Closing a certificate providing the
information required by this Section 2.3(a).
(b) Right of Inspection and Notice of Change of Location. The DNRC, the DEQ and
the EPA and their designated agents shall have the right at all reasonable times during normal
business hours and upon reasonable notice to enter into and upon the property of the Borrower
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for the purpose of inspecting the System or any or all books and records of the Borrower
relating to the System.
(c) Further Assurance. The Borrower shall execute and deliver to the DNRC all such documents and instruments and do all such other acts and things as may be necessary or
required by the DNRC to enable the DNRC to exercise and enforce its rights under the
Resolution, the Series 2017 Bond and the Collateral Documents and to realize thereon, and
record and file and re-record and refile all such documents and instruments, at such time or
times, in such manner and at such place or places, all as may be necessary or required by the DNRC to validate, preserve and protect the position of the DNRC under the Resolution, the
Series 2017 Bond and the Collateral Documents.
(d) Maintenance of Security, if Any; Recordation of Interest.
(1) The Borrower shall, at its expense, take all necessary action to
maintain and preserve the lien and security interest of the Resolution and the Collateral Documents so long as any amount is
owing under the Resolution or the Series 2017 Bond;
(2) The Borrower shall forthwith, after the execution and delivery of
the Series 2017 Bond and thereafter from time to time, cause the
Resolution and any Collateral Documents granting a security interest in revenues or real or personal property and any financing
statements or other notices or documents relating thereto to be
filed, registered and recorded in such manner and in such places as
may be required by law in order to perfect and protect fully the lien
and security interest hereof and thereof and the security interest in them granted by the Resolution and, from time to time, shall
perform or cause to be performed any other act required by law,
including executing or causing to be executed any and all required
continuation statements and shall execute or cause to be executed
any further instruments that may be requested by the DNRC for such perfection and protection; and
(3) Except to the extent it is exempt therefrom, the Borrower shall pay
or cause to be paid all filing, registration and recording fees
incident to such filing, registration and recording, and all expenses
incident to the preparation, execution and acknowledgment of the documents described in subparagraph (2), and all federal or state
fees and other similar fees, duties, imposts, assessments and
charges arising out of or in connection with the execution and
delivery of the Series 2017 Bond and the Collateral Documents
and the documents described in subparagraph (2).
(e) Additional Agreements. The Borrower covenants to comply with all
representations, covenants, conditions and agreements, if any, set forth in Appendix C hereto.
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(f) Financial Information. This Section 2.3(f) supplements, and is not intended to
limit, the requirements in Section 8.06 of the Original Resolution, as amended. The Borrower
agrees that for each Fiscal Year it shall furnish to the DNRC and the DEQ, promptly when available, in addition to those matters specified in Section 2.2(e) of the Original Resolution:
(1) the preliminary budget for the System, with items for the 2017
Project shown separately; and
(2) when adopted, the final budget for the System, with items for the
2017 Project shown separately.
(g) 2017 Project Accounts. The Borrower shall maintain 2017 Project accounts in
accordance with generally accepted government accounting standards.
(h) Records. After reasonable notice from the EPA or the DNRC, the Borrower shall
make available to the EPA or the DNRC such records as the EPA or the DNRC reasonably
requires to review and determine compliance with the Safe Drinking Water Act, as provided in Section 75-6-224(1)(d) of the State Act.
(i) Compliance with Safe Drinking Water Act. The Borrower has complied and shall
comply with all conditions and requirements of the Safe Drinking Water Act pertaining to the
2017 Loan and the 2017 Project, and shall maintain sufficient financial, managerial and
technical capability to continue to effect such compliance.
(j) Compliance with DEQ Requirements. The Borrower shall comply with plan,
specification and other requirements for public water systems established by the DEQ, as
required by Section 75-6-224(1)(h) of the State Act.
Section 2.4 Covenants Relating to the Tax-Exempt Status of the State Bonds.
(a) The Borrower covenants and agrees that it will not use or permit to be used any of the proceeds of the Series 2017 Bond or any other funds of the Borrower in respect of the 2017
Project or the Series 2017 Bond, directly or indirectly, in a manner that would cause, or take
any other action that would cause, any State Bond to be an “arbitrage bond” within the
meaning of Section 148 of the Code or would otherwise cause the interest on the State Bonds
to be included in gross income for purposes of federal income taxation.
(b) The Borrower agrees that it will not enter into, or allow any “related person” (as
defined in Section 147(a)(2) of the Code) to enter into, any arrangement, formal or informal,
for the purchase of the State Bonds or any other obligations of the DNRC in an amount related
to the amount of the Loan or the portion of the Loan derived directly or indirectly from
proceeds of the State Bonds or that would otherwise cause any State Bond to be an “arbitrage bond” within the meaning of Section 148 of the Code.
(c) The Borrower shall not use or permit the use of the 2017 Project directly or
indirectly in any trade or business carried on by any Person who is not a Governmental Unit.
For the purpose of this subparagraph, use as a member of the general public (within the
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meaning of the Regulations) shall not be taken into account and any activity carried on by a
Person other than a natural person shall be treated as a trade or business.
(d) Any portion of the 2017 Project being refinanced or the cost of which is being reimbursed was acquired by and is now and shall, during the term of the 2017 Loan, be owned
by the Borrower and not by any other Person. Any portion of the 2017 Project being financed
by the Loan shall be acquired by and shall, during the term of the Loan, be owned by the
Borrower and not by any other Person. Notwithstanding the previous two sentences, the
Borrower may transfer the 2017 Project or a portion thereof to another Governmental Unit which is also a Public Entity if such transfer is otherwise permitted under the Resolution and if
such organization agrees with the DNRC to comply with Section 2.3(h), Section 2.3(i) and
Section 2.4 of this Supplemental Resolution and if the DNRC receives an Opinion of Bond
Counsel that such transfer will not violate the State Act or the Safe Drinking Water Act or
adversely affect the exclusion of interest on the State Bonds from gross income or purposes of federal income taxation. In addition, except as otherwise provided in the Resolution or in any
Collateral Documents, the Borrower may sell or otherwise dispose of any portion of the 2017
Project which has become obsolete or outmoded or is being replaced or for other reasons is not
needed by the Borrower or beneficial to the general public or necessary to carry out the
purposes of the Safe Drinking Water Act.
(e) At the Closing of the 2017 Loan, the DNRC will, if necessary to obtain the Opinion
of Bond Counsel described in Section 7.05(a) of the Indenture, deliver to the Borrower
instructions concerning compliance by the Borrower with the arbitrage rebate requirements of
Section 148 of the Code (the “Arbitrage Rebate Instructions”). The Borrower shall comply
with the Arbitrage Rebate Instructions, if any, delivered to it by the DNRC at Closing, as such Instructions may be amended or replaced by the DNRC from time to time. The Arbitrage
Rebate Instructions may be amended or replaced by new Arbitrage Rebate Instructions
delivered by the DNRC and accompanied by an Opinion of Bond Counsel to the effect that the
use of said amended or new Arbitrage Rebate Instructions will not adversely affect the
excludability of interest on the State Bonds or any Additional State Bonds (except State Bonds the interest on which the State did not intend to be excluded from gross income for federal
income tax purposes) from gross income of the recipients thereof for federal income tax
purposes.
(f) The Borrower agrees that during the term of the 2017 Loan it will not contract with
or permit any Private Person to manage the 2017 Project or any portion thereof except according to a written management contract and upon delivery to the DNRC of an Opinion of
Bond Counsel to the effect that the execution and delivery of such management contract will
not violate the State Act or the Safe Drinking Water Act or adversely affect the exclusion of
interest on State Bonds from gross income or purposes of federal income taxation.
(g) The Borrower may not lease the 2017 Project or any portion thereof to any Person other than a Nonexempt Person which agrees in writing with the Borrower and the State not to
cause any default to occur under the Resolution; provided the Borrower may lease all or any
portion of the 2017 Project to a Nonexempt Person pursuant to a lease which in the Opinion of
Bond Counsel delivered to the DNRC will not cause the interest on the State Bonds to be
included in gross income for purposes of federal income taxation.
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(h) The Borrower shall not change the use or nature of the 2017 Project if (i) such
change will violate the Safe Drinking Water Act, or (ii) so long as the State Bonds are
outstanding unless, in the Opinion of Bond Counsel delivered to the DNRC, such change will not result in the inclusion in gross income of interest on the State Bonds for federal income tax
purposes.
Section 2.5 Maintenance of System; Liens. The Borrower shall maintain the System,
including the 2017 Project, in good condition and make all necessary renewals, replacements,
additions, betterments and improvements thereto. The Borrower shall not grant or permit to exist any lien on the 2017 Project or any other property making up part of the System, other than liens
securing Debt where a parity or senior lien secures the Series 2017 Bond; provided that this
Section 2.5 shall not be deemed to be violated if a mechanic’s or contractor’s lien is filed against
any such property so long as the Borrower uses its best efforts to obtain the discharge of such
lien and promptly reports to the DNRC the filing of such lien and the steps it plans to take and does take to discharge of such lien.
Section 2.6 Maintenance of Existence; Merger, Consolidation, Etc.; Disposition of
Assets. The Borrower shall maintain its corporate existence, except that it may consolidate with
or merge into another Governmental Unit or permit one or more Governmental Units to
consolidate with or merge into it or may transfer all or substantially all of its assets to another Governmental Unit and then dissolve if the surviving, resulting or transferee entity (if other than
the Borrower) (i) is a Public Entity and (ii) assumes in writing all of the obligations of the
Borrower under the Resolution, the Series 2017 Bond and the Collateral Documents, and (a)
such action does not result in any default in the performance or observance of any of the terms,
covenants or agreements of the Borrower under the Resolution, the Series 2017 Bond and the Collateral Documents, (b) such action does not violate the State Act or the Safe Drinking Water
Act and does not adversely affect the exclusion of interest on the State Bonds from gross income
for federal income tax purposes and (c) the Borrower delivers to the DNRC on the date of such
action an Opinion of Bond Counsel that such action complies with this Section 2.6.
Other than pursuant to the preceding paragraph, the Borrower shall not transfer the System or any portion thereof to any other Person, except for property which is obsolete,
outmoded, worn out, is being replaced or otherwise is not needed for the operation of the
System, unless the provisions of (a) and (b) of the preceding paragraph are satisfied and the
Borrower delivers to the DNRC an Opinion of Bond Counsel to that effect and, in addition, the
DNRC consents to such transfer.
ARTICLE III
USE OF PROCEEDS; THE 2017 PROJECT
Section 3.1 Use of Proceeds. The Borrower shall apply the proceeds of the 2017 Loan
from the DNRC solely as follows:
(a) The Borrower shall apply the proceeds of the 2017 Loan solely to the financing,
refinancing or reimbursement of a portion of the costs of the 2017 Project and to pay costs of
issuance of the Series 2017 Bond as set forth in Appendix A hereto and this Section 3.1. The
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2017 Loan will be disbursed in accordance with Article IV hereof and Article VII of the
Indenture. If the 2017 Project has not been completed prior to Closing, the Borrower shall, as
quickly as reasonably possible, complete the 2017 Project and expend proceeds of the 2017 Loan to pay the costs of completing the 2017 Project.
(b) No portion of the proceeds of the 2017 Loan shall be used to reimburse the
Borrower for costs paid prior to the date of adoption of this Supplemental Resolution of a
Project the construction or acquisition of which occurred or began earlier than June 1, 1993. In
addition, if any proceeds of the 2017 Loan are to be used to reimburse the Borrower for 2017 Project costs paid prior to the date of adoption of this Supplemental Resolution, the Borrower
shall have complied with Section 1.150-2 of the Regulations in respect of such costs.
(c) Any Debt to be refinanced with proceeds of the 2017 Loan was incurred after June
1, 1993, or with respect to a Project the construction or acquisition of which began after June 1,
1993. No proceeds of the 2017 Loan shall be used for the purpose of refinancing an obligation the interest on which is exempt from federal income tax or excludable from gross income for
purposes of federal income taxation unless the DNRC has received an Opinion of Bond
Counsel, satisfactory to it, to the effect that such refinancing will not adversely affect the
exclusion of interest on the State Bonds from gross income for purposes of federal income
taxation.
Section 3.2 The 2017 Project. Set forth in Appendix A to this Supplemental
Resolution is a description of the 2017 Project, which describes the property which has been or is
to be acquired, installed, constructed or improved and the other activities, if any, to be funded
from the 2017 Loan, and an estimated budget relating to the 2017 Project. The 2017 Project may
be changed and the description thereof in Appendix A may be amended from time to time by the Borrower but only after delivery to the DNRC of the following:
(a) A certificate of the Borrower setting forth the amendment to Appendix A and
stating the reason therefor, including statements whether the amendment would cause an
increase or decrease in the cost of the 2017 Project, an increase or decrease in the amount of
Loan proceeds which will be required to complete the 2017 Project and whether the change will materially accelerate or delay the schedule for the 2017 Project;
(b) A written consent to such change in the 2017 Project by an Authorized DNRC
Officer;
(c) An Opinion or Opinions of Bond Counsel stating that the 2017 Project, as
constituted after such amendment, is, and was at the time the State Bonds were issued, eligible for financing under the State Act and is, and was at the time the Series 2017 Bond was issued,
eligible for financing under the Act, such amendment will not violate the State Act or the Act
and such amendment will not adversely affect the exclusion of interest on the State Bonds from
gross income for purposes of federal income taxation. Such an Opinion of Bond Counsel shall
not be required for amendments which do not affect the type of facility to be constructed or activity to be financed.
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The Borrower acknowledges and agrees that an increase in the principal amount of the
Loan may be made only upon an application to the DEQ, the DNRC and the Trustee, in such
form as the DEQ shall specify, which is approved by the DEQ and the DNRC, in their sole and absolute discretion, and adoption by the governing body of the Borrower of a resolution
amendatory of or supplementary to the Resolution authorizing the additional loan and delivery of
written certifications by officers of the Borrower to the DEQ, the DNRC and the Trustee to the
effect that all representations and covenants contained in the resolution as it may be so amended
or supplemented are true as of the date of closing of the additional loan and compliance with applicable tests for the incurrence of such Debt. No assurance can be given that any additional
loan funds will be available under the Program at the time of any such application or thereafter.
The Borrower acknowledges and agrees that neither the DEQ, the DNRC, the Trustee nor any of
their agents, employees or representatives shall have any liability to the Borrower and have made
no representations to the Borrower as to the sufficiency of the 2017 Loan to pay costs of the 2017 Project or as to the availability of additional funds under the Program to increase the
principal amount of the 2017 Loan.
Section 3.3 2017 Project Representations and Covenants. The Borrower hereby
represents to and covenants with the DNRC that:
(a) all construction of the 2017 Project has complied and will comply with all federal and state standards, including, without limitation, EPA regulations and standards;
(b) all future construction of the 2017 Project will be done only pursuant to fixed price
construction contracts. The Borrower shall obtain a performance and payment bond from the
contractor for each construction contract in the amount of 100% of the construction price and
ensure that such bond is maintained until construction is completed to the Borrower’s, the DNRC’s and the DEQ’s satisfaction;
(c) all future construction of the 2017 Project will be done in accordance with plans
and specifications on file with the DNRC and the DEQ, provided that changes may be made in
such plans and specifications with the written consent of an Authorized DNRC Officer and the
DEQ;
(d) the iron and steel products used in the 2017 Project comply with the “American
Iron and Steel” requirements of Section 436 of the Consolidated Appropriations Act of 2014
(P.L. 113-76), as those requirements are further interpreted by applicable EPA guidance;
(e) all laborers and mechanics employed by contractors and subcontractors on the 2017
Project have been and will be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the United States Secretary of Labor in
accordance with subchapter IV of chapter 31 of title 40, United States Code;
(f) the 2017 Project is a project of the type permitted to be financed under the Act, the
State Act and the Program and Section 1452 of the Safe Drinking Water Act; and
(g) the Borrower will undertake the 2017 Project promptly after the Closing Date and will cause the 2017 Project to be completed as promptly as practicable with all reasonable
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dispatch, except only as completion may be delayed by a cause or event not reasonably within
the control of the Borrower; it is estimated by the Borrower that the 2017 Project will be
substantially completed by the estimated completion date.
Section 3.4 Completion or Cancellation or Reduction of Costs of the 2017 Project.
(a) Upon completion of the 2017 Project, the Borrower shall deliver to the DNRC a
certificate stating that the 2017 Project is complete and stating the amount, if any, of the
undisbursed Committed Amount. If Appendix A describes two or more separate projects as
making up the 2017 Project, a separate completion certificate shall be delivered for each.
(b) If all or any portion of the 2017 Project is cancelled or cut back or its costs are
reduced or for any other reason the Borrower will not require the full Committed Amount, the
Borrower shall promptly notify the DNRC in writing of such fact and the amount of the
undisbursed Committed Amount.
ARTICLE IV
THE 2017 LOAN
Section 4.1 The 2017 Loan; Disbursement of 2017 Loan.
(a) The DNRC has agreed to lend to the Borrower, from time to time as the
requirements of this Section 4.1 are met, an amount up to $7,573,000 for the purposes of financing, refinancing or reimbursing the Borrower for all or a portion of the costs of the 2017
Project and paying costs of issuance of the Series 2017 Bond; provided the DNRC shall not be
required to loan any proceeds of the State Bonds to the Borrower after December 31, 2018.
The Committed Amount may be reduced as provided in Section 3.2 and Section 3.4 of this
Supplemental Resolution.
(b) The DNRC intends to disburse the 2017 Loan through the Trustee. In consideration
of the issuance of the Series 2017 Bond by the Borrower, the DNRC shall make, or cause the
Trustee to make, a disbursement of all or a portion of the Loan upon receipt of the following
documents:
(1) an Opinion of Bond Counsel as to the validity and enforceability of the Series 2017 Bond and the security therefor, in form and
substance satisfactory to the DNRC;
(2) the Series 2017 Bond, fully executed and authenticated;
(3) a certified copy of the Original Resolution and this Supplemental
Resolution;
(4) any other security instruments or documents required by the
DNRC or DEQ as a condition to their approval of the 2017 Loan;
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(5) if all or part of a 2017 Loan is being made to refinance a Project or
reimburse the Borrower for the costs of a Project paid prior to the
Closing, evidence, satisfactory to the DNRC and the Bond Counsel referred to in (1) above, (A) that the acquisition or construction of
the Project was begun no earlier than June 1, 1993 or the debt was
incurred no earlier than June 1, 1993, (B) of the Borrower’s title to
the Project, and (C) of the costs of such Project and that such costs
have been paid by the Borrower;
(6) the items required by the Indenture for the portion of the 2017
Loan to be disbursed at Closing; and
(7) such other certificates, documents and other information as the
DNRC, the DEQ or the Bond Counsel giving the opinion referred
to in subparagraph (1) may require (including any necessary arbitrage rebate instructions).
(c) In order to obtain a disbursement of a portion of the Series 2017 Bond to pay costs
of the 2017 Project, the Borrower shall submit to the DNRC and the Trustee a signed request
for disbursement on the form prescribed by the DNRC, with all attachments required by such
form.
(d) For refinancings, a disbursement schedule complying with the requirements of the
Safe Drinking Water Act shall be established by the DNRC and the Borrower at Closing.
(e) If all or a portion of the 2017 Loan is made to reimburse a Borrower for Project
costs paid by it prior to Closing, the Borrower shall present at Closing the items required by
Section 4.1(b) relating to such costs. The Trustee shall disburse such amounts to the Borrower pursuant to a disbursement schedule complying with the requirements of the Safe Drinking
Water Act established by the DNRC and the Borrower at the Closing.
(f) Notwithstanding anything else provided herein, the Trustee shall not be obligated to
disburse the 2017 Loan any faster or to any greater extent than it has available EPA
Capitalization Grants, Bond proceeds and other amounts available therefor in the Revolving Fund. The DNRC shall not be required to do “overmatching” pursuant to Section 5.04(b) of
the Indenture, but may do so in its discretion. The Borrower acknowledges that if 2017 Project
costs are incurred faster than the Borrower projected at Closing, there may be delays in making
disbursements of the 2017 Loan for such costs because of the schedule under which EPA
makes EPA Capitalization Grant money available to the DNRC. The DNRC will use its reasonable best efforts to obtain an acceleration of such schedule if necessary.
(g) Upon making each 2017 Loan disbursement, the Trustee shall note such
disbursement on Schedule A to the Series 2017 Bond.
(h) The Borrower agrees that it will deposit in the Reserve Account upon receipt
thereof, on the Closing Date of the 2017 Loan and upon any disbursement date, its own funds or any proceeds of the 2017 Loan borrowed for the purpose of increasing the balance in the
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Reserve Account to the Reserve Requirement. The Borrower further acknowledges and agrees
that any portion of the 2017 Loan representing capitalized interest shall be advanced only on
Payment Dates and shall be transferred by the Trustee on the Payment Date directly to the Revenue Bond Account. The amount of any such transfer shall, as appropriate, be a credit
against the interest payments due on the 2017 Loan, and interest thereon shall accrue only from
the date of transfer.
(i) Compliance by the Borrower with its representations, covenants and agreements
contained in the Original Resolution, this Supplemental Resolution and the Collateral Documents shall be a further condition precedent to the disbursement of the Loan in whole or
in part. The DNRC and the Trustee, in their sole and absolute discretion, may make one or
more disbursements, in whole or in part, notwithstanding such noncompliance, and without
liability to make any subsequent disbursement of the Loan.
Section 4.2 Commencement of Loan Term. The Borrower’s obligations under this Supplemental Resolution and the Collateral Documents shall commence on the date hereof
unless otherwise provided in this Supplemental Resolution. However, the obligation to make
payments under Article V hereof shall commence only upon the first disbursement by the
Trustee of the proceeds of the 2017 Loan.
Section 4.3 Termination of Loan Term. The Borrower’s obligations under the Resolution and the Collateral Documents in respect of the Series 2017 Bond shall terminate upon
payment in full of all amounts due under the Series 2017 Bond and the Resolution in respect
thereof; provided, however, that the covenants and obligations provided in Article VI of this
Supplemental Resolution shall survive the termination of the Resolution.
Section 4.4 Loan Closing Submissions. On or prior to the Closing, the Borrower will have delivered to the DNRC and the Trustee the closing submissions required by Section 7.05 of
the Indenture.
ARTICLE V
REPAYMENT OF 2017 LOAN
Section 5.1 Repayment of 2017 Loan. The Borrower shall repay the amounts lent to it
pursuant to Section 4.1 hereof in accordance with this Section 5.1. The 2017 Loan shall bear
interest at the rate of two percent (2.00%) per annum and the Borrower shall pay the
Administrative Expense Surcharge and the Loan Loss Reserve Surcharge on the outstanding
principal amount of the 2017 Loan, each at the rate of twenty-five hundredths of one percent (0.25%) per annum. For purposes of this Supplemental Resolution and the Program, with
respect to the 2017 Loan, the term “interest on the 2017 Loan” when not used in conjunction
with a reference to any surcharges, shall include the Administrative Expense Surcharge and the
Loan Loss Reserve Surcharge. The Borrower shall pay all Loan Repayments, the Administrative
Expense Surcharge, and the Loan Loss Reserve Surcharge in lawful money of the United States of America to the DNRC. Interest, Administrative Expense Surcharge, and Loan Loss Reserve
Surcharge shall be calculated on the basis of a year of 360 days comprising 12 months of 30 days
each.
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The Loan Repayments required by this Section 5.1, and the Administrative Expense
Surcharge and the Loan Loss Reserve Surcharge, shall be due on each January 1 and July 1 (the
“Payment Dates”), as follows:
(a) Interest and Administrative Expense Surcharge and Loan Loss Reserve
Surcharge on the outstanding principal balance of the 2017 Loan shall be payable on each
January 1 and July 1, beginning on January 1, 2018 and concluding on July 1, 2037;
(b) the principal of the 2017 Loan shall be repayable on each Payment Date,
beginning on January 1, 2018 and concluding on July 1, 2037, on the dates and in the amounts set forth on Schedule B to the Series 2017 Bond.
The payments of principal of and interest and Administrative Expense Surcharge and
Loan Loss Reserve Surcharge on the 2017 Loan shall be due on the dates and in the amounts
shown in Schedule B to the Series 2017 Bond, as such Schedule B shall be modified from time
to time as provided below. The portion of each such Loan Repayment consisting of principal and the portion consisting of interest and the amount of each Administrative Expense Surcharge
and the Loan Loss Reserve Surcharge, shall be set forth in Schedule B to the Series 2017 Bond.
Upon each disbursement of amounts of the 2017 Loan to the Borrower pursuant to Section 4.1
hereof, the Trustee shall enter or cause to be entered the amount advanced on Schedule A to the
Series 2017 Bond, under “Advances” and the total amount advanced under Section 4.1, including such disbursement, under “Total Amount Advanced.”
If the advance was made to pay costs of the 2017 Project pursuant to Section 4.1(c),
interest and Administrative Expense Surcharge and Loan Loss Reserve Surcharge on such
advance shall accrue from the date the advance is made and shall be payable on each Payment
Date thereafter. Once the completion certificate for the 2017 Project has been delivered to the DNRC, the Trustee shall revise Schedule B to the Series 2017 Bond in accordance with this
Section 5.1 and the Trustee shall send a copy of such Schedule B to the Borrower within one
month after delivery of the completion certificate.
Past-due payments of principal and interest and Administrative Expense Surcharge and
Loan Loss Reserve Surcharge shall bear interest at the rate of ten percent (10.00%) per annum, until paid.
Any payment of principal, interest or Administrative Expense Surcharge and Loan Loss
Reserve Surcharge under this Section 5.1 shall also be credited against the same payment
obligation under the Series 2017 Bond.
Section 5.2 Additional Payments. The Borrower shall also pay, within 30 days after receipt of a bill therefor, from any legally available funds therefor, including proceeds of the
2017 Loan, if the Borrower so chooses, all reasonable expenses of the DNRC and the Trustee in
connection with the 2017 Loan, the Collateral Documents and the Series 2017 Bond, including,
but not limited to:
(a) the cost of reproducing this Supplemental Resolution, the Collateral Documents and the Series 2017 Bond;
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(b) the fees and disbursements of bond counsel and other Counsel utilized by the
DNRC and the Trustee in connection with the Loan, the Resolution, the Collateral
Documents and the Series 2017 Bond and the enforcement thereof; and
(c) all taxes and other governmental charges in connection with the execution and
delivery of the Collateral Documents or the Series 2017 Bond, whether or not the Series
2017 Bond are then outstanding, including all recording and filing fees relating to the
Collateral Documents and the pledge of the State’s right, title and interest in and to the
Series 2017 Bond, the Collateral Documents and the Resolution (and with the exceptions noted therein) and all expenses, including attorneys’ fees, relating to any amendments,
waivers, consents or collection or enforcement proceedings pursuant to the provisions
hereof or thereof.
Section 5.3 Prepayments. The Borrower may not prepay all or any part of the
outstanding principal amount of the Series 2017 Bond unless (i) it obtains the prior written consent of the DNRC thereto, and (ii) no Loan Repayment or Administrative Expense Surcharge
or Loan Loss Reserve Surcharge is then delinquent. Any prepayment permitted by the DNRC
must be accompanied by payment of accrued interest and Administrative Expense Surcharge and
Loan Loss Reserve Surcharge to the date of prepayment on the amount of principal prepaid. If
the Series 2017 Bond are prepaid in part pursuant to this Section 5.3, such prepayments shall be applied to principal payments in inverse order of maturity.
Section 5.4 Obligations of Borrower Unconditional. The obligations of the Borrower
to make the payments required by this Supplemental Resolution and the Series 2017 Bond and to
perform its other agreements contained in the Resolution, the Series 2017 Bond and Collateral
Documents shall be absolute and unconditional, except as otherwise provided herein or in such documents. The Borrower (a) shall not suspend or discontinue any payments provided for in the
Resolution and the Series 2017 Bond, (b) shall perform all its other agreements in the
Resolution, the Series 2017 Bond and the Collateral Documents and (c) shall not terminate the
Resolution, the Series 2017 Bond or the Collateral Documents for any cause, including any acts
or circumstances that may constitute failure of consideration, destruction of or damage to the 2017 Project or the System, commercial frustration of purpose, any dispute with the DNRC or
the EPA, any change in the laws of the United States or of the State or any political subdivision
of either or any failure of the DNRC to perform any of its agreements, whether express or
implied, or any duty, liability or obligation arising from or connected with the Resolution.
Section 5.5 Limited Liability. All payments of principal of and interest on the 2017 Loan and other payment obligations of the Borrower hereunder and under the Series 2017 Bond
shall be special, limited obligations of the Borrower payable solely out of the Net Revenues, and
shall not, except at the option of the Borrower and as permitted by law, be payable out of any
other revenues of the Borrower. The obligations of the Borrower under the Resolution and the
Series 2017 Bond shall never constitute an indebtedness of the Borrower within the meaning of any state constitutional provision or statutory or charter limitation and shall never constitute or
give rise to a pecuniary liability of the Borrower or a charge against its general credit or taxing
power. No funds or property of the Borrower other than the Net Revenues may be required to be
used to pay principal of or interest on the Series 2017 Bond.
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ARTICLE VI
INDEMNIFICATION OF DNRC AND DEQ
The Borrower shall, to the extent permitted by law, indemnify and save harmless the
DNRC and the DEQ and their officers, employees and agents (each an “Indemnified Party” or,
collectively, the “Indemnified Parties”) against and from any and all claims, damages, demands,
expenses, liabilities and losses of every kind asserted by or on behalf of any Person arising out of
the acts or omissions of the Borrower or its employees, officers, agents, contractors, subcontractors, or consultants in connection with or with regard or in any way relating to the
condition, use, possession, conduct, management, planning, design, acquisition, construction,
installation or financing of the 2017 Project. The Borrower shall also, to the extent permitted by
law, indemnify and save harmless the Indemnified Parties against and from all costs, reasonable
attorneys’ fees, expenses and liabilities incurred in any action or proceeding brought by reason of any such claim or demand. If any proceeding is brought against an Indemnified Party by reason
of such claim or demand, the Borrower shall, upon notice from an Indemnified Party, defend
such proceeding on behalf of the Indemnified Party.
ARTICLE VII
ASSIGNMENT
Section 7.1 Assignment by Borrower. The Borrower may not assign its rights and
obligations under the Resolution or the Series 2017 Bond.
Section 7.2 Assignment by DNRC. The DNRC will pledge its rights under and
interest in the Resolution, the Series 2017 Bond and the Collateral Documents (except to the extent otherwise provided in the Indenture) as security for the payment of the State Bonds and
may further assign such interests to the extent permitted by the Indenture, without the consent of
the Borrower.
Section 7.3 State Refunding Bonds. In the event the State Bonds and Additional State
Bonds are refunded by bonds which are not Additional State Bonds, all references in the Resolution to State Bonds and Additional State Bonds shall be deemed to refer to the refunding
bonds and any bonds of the State on a parity with such refunding bonds (together, the
“Refunding Bonds”) or, in the case of a crossover refunding, to the State Bonds and Additional
State Bonds and the Refunding Bonds. In the event the State Bonds are refunded by an issue of
Additional State Bonds, all references in the Resolution to the State Bonds shall be deemed to refer to such Additional State Bonds or, in the case of a crossover refunding, both the State
Bonds and such Additional State Bonds.
ARTICLE VIII
THE SERIES 2017 BOND
Section 8.1 Net Revenues Available. The Borrower is authorized to charge just and
equitable rates, charges and rentals for all services directly or indirectly furnished by the System,
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and to pledge and appropriate to the Series 2011A Bond, Series 2011B Bond and Series 2017
Bond, the Net Revenues to be derived from the operation of the System, including
improvements, betterments or extensions thereof hereafter constructed or acquired. The Net Revenues to be produced by such rates, charges and rentals derived from the operation of the
System during the term of the Series 2017 Bond are expected to be more than sufficient to pay
the principal and interest when due on such Series 2017 Bond, and to create and maintain
reasonable reserves therefor and to provide an adequate allowance for replacement and
depreciation, as prescribed herein.
Section 8.2 Issuance and Sale of the Series 2017 Bond. The Commission has
investigated the facts necessary and hereby finds, determines and declares it to be necessary and
desirable for the Borrower to issue the Series 2017 Bond to evidence the 2017 Loan. The Series
2017 Bond is issued to the DNRC without public sale pursuant to Montana Code Annotated,
Section 7-7-4433.
Section 8.3 Terms. The Series 2017 Bond shall be issued in the maximum principal
amount equal to the Committed Amount, shall be issued as a single, fully registered bond
numbered R-1, shall be dated as of the date of delivery to the DNRC, and shall bear interest at
the rate charged by the DNRC on the 2017 Loan. The principal of and interest on the Series
2017 Bond shall be payable on the same dates and in the same amounts on which principal and interest of the Loan Repayments are payable. Advances of principal of the Series 2017 Bond
shall be deemed made when advances of the 2017 Loan are made under Section 4.1, and such
advances shall be payable in accordance with Schedule B to the Series 2017 Bond as it may be
revised by the DNRC from time to time in accordance with Section 5.1.
The Borrower may prepay the Series 2017 Bond, in whole or in part, only upon the terms and conditions under which it can prepay the 2017 Loan under Section 5.3.
Section 8.4 Negotiability, Transfer and Registration. The Series 2017 Bond shall be
fully registered as to both principal and interest, and shall be initially registered in the name of
and payable to the DNRC. While so registered, principal of and interest on the Series 2017 Bond
shall be payable to the DNRC at the Office of the Department of Natural Resources and Conservation, 1539 Eleventh Avenue, Helena, Montana 59620-1601 or such other place as may
be designated by the DNRC in writing and delivered to the Borrower. The Series 2017 Bond
shall be negotiable, subject to the provisions for registration and transfer contained in this
Section. No transfer of the Series 2017 Bond shall be valid unless and until (1) the holder, or his
duly authorized attorney or legal representative, has executed the form of assignment appearing on the Series 2017 Bond, and (2) the Assistant City Manager of the Borrower (or, upon his or her
appointment, the City Finance Director of the Borrower, or successors, the “Registrar”), as Bond
Registrar, has duly noted the transfer on the Series 2017 Bond and recorded the transfer on the
registration books of the Registrar. The Registrar may, prior to noting and recording the transfer,
require appropriate proof of the transferor’s authority and the genuineness of the transferor’s signature. The Borrower shall be entitled to deem and treat the Person in whose name the Series
2017 Bond is registered as the absolute owner of the Series 2017 Bond for all purposes,
notwithstanding any notice to the contrary, and all payments to the registered holder shall be
valid and effectual to satisfy and discharge the Borrower’s liability upon such Bond to the extent
of the sum or sums so paid.
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Section 8.5 Execution and Delivery. The Series 2017 Bond shall be executed on
behalf of the Borrower by the manual signatures of the Mayor, the Assistant City Manager, and
the City Clerk. Any or all of such signatures may be affixed at or prior to the date of delivery of the Series 2017 Bond. The Series 2017 Bond shall be sealed with the corporate seal of the
Borrower. In the event that any of the officers who shall have signed the Series 2017 Bond shall
cease to be officers of the Borrower before the Series 2017 Bond is issued or delivered, their
signatures shall remain binding upon the Borrower. Conversely, the Series 2017 Bond may be
signed by an authorized official who did not hold such office on the date of adoption of this Supplemental Resolution. The Series 2017 Bond shall be delivered to the DNRC, or its attorney
or legal representative.
Section 8.6 Form. The Series 2017 Bond shall be prepared in substantially the form
attached as Appendix B.
ARTICLE IX
SECURITY FOR THE SERIES 2017 BOND
The Series 2017 Bond is issued as an Additional Bond under Section 10.3 of the Original
Resolution, as amended by this Supplemental Resolution, and shall, with the Series 2011A Bond,
Series 2011B Bond, and any other additional Bonds issued under the provisions of Section 10.3 of the Original Resolution, be equally and ratably secured by the provisions of the Resolution,
the Net Revenues and the Reserve Account, as further provided in Section 11.5 of the Original
Resolution, as amended. The Series 2017 Bond is payable out of the Net Revenues appropriated
to the Revenue Bond Account of the Water System Fund. At the Closing, the Assistant City
Manager or, upon his or her appointment, the City Finance Director shall transfer from amounts is has on hand in the Water Fund a dollar amount equal to the Reserve Requirement, assuming
the full principal amount of the Series 2017 Bond is advanced. If less than the full principal
amount of the Series 2017 Bond is ultimately advanced, the Reserve Requirement will be
determined based on the amount actually advanced and the City thereafter will transfer to the
Revenue Bond Account or the Replacement and Depreciation Account amounts it deposited from its own funds to satisfy the Reserve Requirement for the Series 2017 Bond that are in
excess of the Reserve Requirement allocable to the Series 2017 Bond. The Borrower shall keep,
perform and observe each and every one of its covenants and undertakings set forth in the
Resolution for the benefit of the registered owners from time to time of the Series 2011A Bond,
Series 2011B Bond and Series 2017 Bond.
ARTICLE X
CONTINUING DISCLOSURE
The Borrower understands and acknowledges that the DNRC is acquiring the Series 2017
Bond under the Program pursuant to which the State issues from time to time State Bonds to provide funds therefor. The Borrower covenants and agrees that, upon written request of the
DNRC from time to time, the Borrower will promptly provide to the DNRC all information that
the DNRC reasonably determines to be necessary or appropriate to offer and sell State Bonds or
to provide continuing disclosure in respect of State Bonds, whether under Rule 15c2-12 (17
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C.F.R. § 240.15c2-12) promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, or otherwise. Such information shall include,
among other things and if so requested, financial statements of the Borrower prepared in accordance with generally accepted accounting principles promulgated by the Financial
Accounting Standards Board as modified in accordance with the governmental accounting
standards promulgated by the Governmental Accounting Standards Board or as otherwise
provided under Montana law, as in effect from time to time (such financial statements to relate to
a Fiscal Year or any period therein for which they are customarily prepared by the Borrower, and, if for a Fiscal Year and so requested by the DNRC, subject to an audit report and opinion of
an accountant or government auditor, as permitted or required by the laws of the State). The
Borrower will also provide, with any information so furnished to the DNRC, a certificate of the
Mayor and the Assistant City Manager or the City Finance Director to the effect that, to the best
of their knowledge, such information does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein to make the statements made, in light
of the circumstances under which they are made, not misleading.
ARTICLE XI
AMENDMENTS
Section 11.1 Authorization. Pursuant to Section 16.4 of the Original Resolution, the
Borrower reserved the right to amend the Resolution with the written consent of the DNRC.
Section 11.2 Consent of the DNRC. The DNRC has consented in writing to the
amendments of the provisions of the Original Resolution set forth herein.
Section 11.3 Amendments.
(a) Definitions. The definition of “Reserve Requirement” in Section 1.1 of the Original
Resolution is hereby amended in its entirety to read as follows in its entirety:
“‘Reserve Requirement’ means, as of the date of calculation, an amount equal to
one-half the sum of the highest cumulative amount of principal of and interest payable on
all outstanding Bonds in any one future fiscal year (giving effect to mandatory sinking fund redemption, if any).”
(b) Section 2.2(e). Section 2.2(e) of the Original Resolution is hereby amended to read
as follows in its entirety:
“Section 2.2. Covenants.
(e) “Financial Information. The Borrower agrees that for each fiscal year it shall furnish to the DNRC and the DEQ, promptly when available:
(1) the preliminary budget for the System, with items for the 2017 Project shown
separately; and
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(2) when adopted, the final budget for the System, with items for the 2017
Project shown separately.
The Borrower will cause proper and adequate books of record and account to be kept showing complete and correct entries of all receipts, disbursements and other
transactions relating to the System, the monthly gross revenues derived from its
operation, and the segregation and application of the gross revenues in accordance with
this Resolution, in such reasonable detail as may be determined by the Borrower in
accordance with generally accepted governmental accounting practice and principles. It will cause such books to be maintained on the basis of the same fiscal year as that utilized
by the Borrower. The Borrower shall, within 270 days after the close of each fiscal year,
cause to be prepared and supply to the DNRC a financial report with respect to the
System for such fiscal year. The report shall be prepared at the direction of the financial
officer of the Borrower in accordance with applicable generally accepted governmental accounting principles and, in addition to whatever matters may be thought proper by the
financial officer to be included therein, shall include the following:
(A) a statement in detail of the income and expenditures of the System for the
fiscal year, identifying capital expenditures and separating them from operating
expenditures;
(B) a balance sheet as of the end of the fiscal year;
(C) the number of premises connected to the System at the end of the fiscal year;
(D) the amount on hand in each account of the Water System Fund at the end of
the fiscal year;
(E) a list of the insurance policies and fidelity bonds in force at the end of the fiscal year, setting out as to each the amount thereof, the risks covered thereby, the name
of the insurer or surety and the expiration date of the policy or bond; and
(F) a determination that the report shows full compliance by the Borrower with
the provisions of this Resolution during the fiscal year covered thereby, including proper
segregation of the capital expenditures from Operating Expenses, maintenance of the required balance in the Revenue Bond Account and, pursuant to Section 6.7, receipt of
Net Revenues during each fiscal year at least equal to 110% of the maximum annual
principal and interest payable on any outstanding Bonds in the current or any future fiscal
year and receipt of Surplus Net Revenues during each fiscal year sufficient to pay
principal and interest on Subordinate Obligations as and when due, or, if the report should reveal that the revenues have been insufficient for purposes of compliance with
this Resolution, or that the methods used in accounting for such revenues are contrary to
any provision of this Resolution the report shall include a full explanation thereof
together with recommendations for such change in rates or accounting practices or in the
operation of the System as may be required.
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The Borrower shall also have prepared and supplied to the DNRC and the DEQ,
within 270 days of the close of every other fiscal year, an audit report prepared by an
independent certified public accountant or an agency of the state in accordance with generally accepted governmental accounting principles and practice with respect to the
financial statements and records of the System. The audit report shall include an analysis
of the Borrower’s compliance with the provisions of this Resolution.”
(c) Section 6.7. Section 6.7 of the Original Resolution is hereby amended to read as
follows in its entirety:
“Section 6.7. Rate Covenant. While any Bonds are outstanding and unpaid, the
rates, charges and rentals for all services and facilities furnished and made available by
the System to the Borrower and its inhabitants, and to all customers within or without the
boundaries of the Borrower, shall be reasonable and just, taking into consideration the
cost and value of the System and the cost of maintaining and operating it, and the amounts necessary for the payment of all Bonds and the interest accruing thereon, and the
proper and necessary allowances for the depreciation of the System, and no free service
shall be provided to any Person. It is covenanted and agreed that the rates, charges and
rentals to be charged to all recipients of water services shall be maintained and shall be
revised, whenever and as often as may be necessary, according to schedules such that the revenues for each fiscal year will be at least sufficient to pay the Operating Expenses, to
maintain the balance in the Reserve Account at the Reserve Requirement, to provide
reserves for the replacement and depreciation of the System, to maintain the Operating
Reserve, to produce Net Revenues during each fiscal year commencing with the fiscal
year ending June 30, 2011, not less than 110% of the maximum annual principal and interest payable on any outstanding Bonds in the current or any future fiscal year, and to
produce Surplus Net Revenues during each fiscal year sufficient to pay principal and
interest on Subordinate Obligations as and when due.
If at the close of any fiscal year the Net Revenues or Surplus Net Revenues
actually received during such year have been less than required hereby, the Borrower will forthwith prepare a schedule of altered rates, charges and rentals which are just and
equitable and sufficient to produce Net Revenues and Surplus Net Revenues in such
amounts, and place such schedule in operation at the earliest possible date.
The establishment of the above ratio of Net Revenues to principal and interest on
the Bonds is deemed necessary for the DNRC to make the 2011 Loans to the Borrower. Net Revenues in excess of the requirements of this Section 6.7 may be used as authorized
in Article XI of this Resolution.”
(d) Section 10.3. Section 10.3 of the Original Resolution is hereby amended to read, in
its entirety, as follows:
“Section 10.3. Other Parity Bonds. The Borrower reserves the right to issue additional Bonds payable from the Revenue Bond Account, on a parity as to both
principal and interest with the Series 2011 Bonds, if the Net Revenues of the System for
the last complete fiscal year preceding the date of issuance of such additional Bonds have
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equaled at least 110% of the maximum amount of principal and interest payable from
said Revenue Bond Account in any subsequent fiscal year during the term of the
outstanding Bonds, on all Bonds then outstanding and on the additional Bonds proposed to be issued, and so long as the DNRC is the holder of any Bonds, the written consent of
the DNRC shall be obtained prior to the issuance of such additional Bonds. For the
purpose of the foregoing computation, the Net Revenues for the fiscal year preceding the
issuance of additional Bonds shall be those shown by the financial reports caused to be
prepared by the Borrower pursuant to Section 2.2(e), except that if the rates and charges for services provided by the System have been changed since the beginning of such
preceding fiscal year, then the rates and charges in effect at the time of issuance of the
additional Bonds or finally authorized to go into effect within 60 days thereafter shall be
applied to the quantities of service actually rendered and made available during such
preceding fiscal year to ascertain the gross revenues, from which there shall be deducted to determine the Net Revenues, the actual operation and maintenance cost plus any
additional annual costs of operation and maintenance which the Consultant estimates will
be incurred because of the improvement or extension of the System to be constructed
from the proceeds of the additional Bonds proposed to be issued. In no event shall any
additional Bonds be issued and made payable from the Revenue Bond Account if the Borrower is then in default in any payment of principal of or interest on any outstanding
Bonds payable therefrom or if there then exists any deficiency in the balances required by
this Resolution to be maintained in any of the accounts of the Water System Fund, which
will not be cured or restored upon the issuance of the additional Bonds. In connection
with the issuance of a series of additional Bonds, the Borrower shall cause amounts in the Reserve Account to be increased, from the proceeds of the additional Bonds or from
surplus Net Revenues, to an amount equal to the Reserve Requirement during the term of
the outstanding Bonds or so much thereof as will not cause the Borrower to violate the
provisions of Section 12.2 hereof.”
Section 11.4 Effect of Amendments. The Original Resolution, as amended and supplemented to the date hereof, shall be further amended and supplemented by the above
provisions of Section 11.3 as of the date of this Supplemental Resolution, and shall continue in
full force and effect as so amended and supplemented.
ARTICLE XII
MISCELLANEOUS
Section 12.1 Notices. All notices or other communications hereunder shall be
sufficiently sent or given and shall be deemed sent or given when delivered or mailed by
certified mail, postage prepaid, to the parties at the following addresses:
DNRC: Department of Natural Resources and Conservation 1539 Eleventh Avenue
P. O. Box 201701
Helena, Montana 59620-1601
Attn: Conservation and Resource
Development Division
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Trustee: U.S. Bank National Association
c/o Corporate Trust Services
1420 Fifth Avenue, 7th Floor Seattle, Washington 98101
Borrower: City of Bozeman
P.O. Box 1230
Bozeman, Montana 59771-1230
Attn: Director of Finance
Any of the above parties may, by notice in writing given to the others, designate any
further or different addresses to which subsequent notices or other communications shall be sent.
Section 12.2 Binding Effect. This Supplemental Resolution shall inure to the benefit of
and shall be binding upon the DNRC, the Borrower and their respective successors and assigns.
Section 12.3 Severability. If any provision of this Supplemental Resolution shall be determined to be unenforceable at any time, it shall not affect any other provision of the
Resolution or the enforceability of that provision at any other time.
Section 12.4 Amendments. This Supplemental Resolution may not be effectively
amended without the written consent of the DNRC.
Section 12.5 Applicable Law. This Supplemental Resolution shall be governed by and construed in accordance with the internal laws of the State.
Section 12.6 Captions; References to Sections. The captions in this Supplemental
Resolution are for convenience only and do not define or limit the scope or intent of any
provisions or Sections of this Supplemental Resolution. References to Articles and Sections are
to Articles and Sections of this Supplemental Resolution, unless the context otherwise requires.
Section 12.7 No Liability of Individual Officers, Directors or Trustees. No recourse
under or upon any obligation, covenant or agreement contained in this Supplemental Resolution
shall be had against any director, officer or employee, as such, past, present or future, of the
DNRC, the DEQ or the Trustee, either directly or through the DNRC, the DEQ or the Trustee, or
against any officer, or member of the governing body or employee of the Borrower, past, present or future, as an individual so long as such individual was acting in good faith. Any and all
personal liability of every nature, whether at common law or in equity, or by statute or by
constitution or otherwise, of any such officer or member of the governing body or employee of
the DNRC, the Trustee or the Borrower is hereby expressly waived and released by the Borrower
and by the DNRC as a condition of and in consideration for the adoption of this Supplemental Resolution and the making of the Loan.
Section 12.8 Payments Due on Holidays. If the date for making any payment or the last
date for performance of any act or the exercise of any right, as provided in this Supplemental
Resolution or the Series 2017 Bond, shall not be Business Day, such payments may be made or
act performed or right exercised on the next succeeding Business Day with the same force and
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effect as if done on the nominal date provided in this Supplemental Resolution or the Series 2017
Bond.
Section 12.9 Right of Others To Perform Borrower’s Covenants. In the event the Borrower shall fail to make any payment or perform any act required to be performed hereunder,
then and in each such case the DNRC or the provider of any Collateral Document may (but shall
not be obligated to) remedy such default for the account of the Borrower and make advances for
that purpose. No such performance or advance shall operate to release the Borrower from any
such default and any sums so advanced by the DNRC or the provider of any Collateral Document shall be paid immediately to the party making such advance and shall bear interest at
the rate of ten percent (10.00%) per annum from the date of the advance until repaid. The
DNRC and the provider of any Collateral Document shall have the right to enter the 2017 Project
or the facility or facilities of which the 2017 Project is a part or any other facility which is a part
of the System in order to effectuate the purposes of this Section.
Section 12.10 Authentication of Transcript. The officers of the Borrower are hereby
authorized and directed to furnish to the DNRC and to Bond Counsel certified copies of all
proceedings relating to the issuance of the Series 2017 Bond and such other certificates and
affidavits as may be required to show the right, power and authority of the Borrower to issue the
Series 2017 Bond, and all statements contained in and shown by such instruments, including any heretofore furnished, shall constitute representations of the Borrower as to the truth of the
statements of fact purported to be shown thereby.
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Section 12.11 Effective Date. This Supplemental Resolution shall take effect
immediately.
[Balance of page intentionally left blank]
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Adopted by the City Commission of the City of Bozeman, Montana, on this 10th day of
April, 2017.
____________________________________
Carson Taylor, Mayor
Attest: ___________________________
Robin Crough, City Clerk
(SEAL)
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A-1
APPENDIX A
Description of the 2017 Project
The 2017 Project includes constructing a 5.3 million gallon water storage facility within the existing Sourdough water treatment plant property and related improvements.
Estimated Budget for Application of Proceeds of Series 2017 Bond
Source:
WRF-17386
$7,573,000
2.50%
Source:
Water Impact
Fees Total
Loan Reserves $ - $ 252,314 $ 252,314
Bond Counsel and Related Costs $ 15,000 $ - $ 15,000
Construction Engineering Services $ 457,000 $ - $ 457,000
Construction $ 6,717,663 $ 947,686 $ 7,665,349
Contingency $ 383,337 $ - $ 383,337
TOTAL PROJECT COSTS $ 7,573,000 $ 1,200,000 $ 8,773,000
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APPENDIX B
[Form of the Series 2017 Bond]
UNITED STATES OF AMERICA STATE OF MONTANA
GALLATIN COUNTY
CITY OF BOZEMAN
WATER SYSTEM REVENUE BOND
(DNRC DRINKING WATER STATE REVOLVING LOAN PROGRAM), TAXABLE SERIES 2017
No. R-1 $7,573,000
FOR VALUE RECEIVED, the City of Bozeman, Montana (the “City”), a duly organized
municipal corporation and political subdivision of the State of Montana, acknowledges itself to
be specially indebted and, for value received, hereby promises to pay to the Department of Natural Resources and Conservation of the State of Montana (the “DNRC”), or its registered
assigns, solely from the Revenue Bond Account of its Water System Fund, the principal sum
equal to the sum of the amounts entered on Schedule A attached hereto under “Total Amount
Advanced,” with interest on each such amount from the date such amount is advanced hereunder
at the rate of 2.00% per annum on the unpaid balance until paid. In addition, the City shall pay, solely from the Revenue Bond Account, an Administrative Expense Surcharge and a Loan Loss
Reserve Surcharge on the outstanding principal amount of this Bond, each at the rate of twenty-
five hundredths of one percent (0.25%) per annum. Principal, interest, Administrative Expense
Surcharge, and Loan Loss Reserve Surcharge shall be payable in semiannual installments
payable on each January 1 and July 1 (each a “Loan Repayment Date”) commencing on January 1, 2018 and concluding on July 1, 2037. Principal shall be payable on the dates set forth in
Schedule B hereto. Each installment shall be in the amount set forth opposite its due date in
Schedule B attached hereto under “Total Loan Payment.” The portion of each such payment
consisting of principal, the portion consisting of interest, the portion consisting of Administrative
Expense Surcharge, and the portion consisting of Loan Loss Reserve Surcharge shall be as set forth in Schedule B hereto. Upon each disbursement of 2017 Loan amounts to the City pursuant
to the Resolution described below, the DNRC shall enter (or cause to be entered) the amount
advanced on Schedule A under “Advances” and the total amount advanced under the Resolution
(as hereinafter defined), including such disbursement, under “Total Amount Advanced.” The
DNRC shall prepare Schedule B and any revised Schedule B, or cause Schedule B and any revised Schedule B to be prepared, as provided in Section 5.1 of the Resolution. Schedule B
shall be calculated and recalculated assuming an interest rate of 2.50 % per annum. Past-due
payments of principal and interest and Administrative Expense Surcharge and Loan Loss
Reserve Surcharge shall bear interest at the rate of ten percent (10.00%) per annum, until paid.
Interest, Administrative Expense Surcharge, and Loan Loss Reserve Surcharge shall be calculated on the basis of a 360-day year comprising 12 months of 30 days each. All payments
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under this Bond shall be made to the registered holder of this Bond, at its address as it appears on
the Bond register, in lawful money of the United States of America.
This Bond is one of an issue of Water System Revenue Bonds of the City authorized to be issued in one or more series from time to time, and constitutes a series in the maximum
authorized principal amount of $7,573,000 (the “Series 2017 Bond”). This Series 2017 Bond is
issued to finance a portion of the costs of constructing certain improvements to the water system
of City (the “System”) and to pay costs of issuance. The Series 2017 Bond is issued pursuant to
and in full conformity with the Constitution and laws of the State of Montana thereunto enabling, including Montana Code Annotated, Title 7, Chapter 7, Part 44, and Title 7, Chapter 6, Part 15,
each as amended, and ordinances and resolutions duly adopted by the governing body of the
City, including Resolution 4333, adopted by the City Commission on August 29, 2011 (the
“Original Resolution”), as amended and supplemented by Resolution No. 4461 and 4788,
adopted by the City Commission of the City on August 5, 2013 and April 10, 2017, respectively (the Original Resolution, as so amended and supplemented, the “Resolution”). Terms used with
initial capital letters but not defined herein shall have the meanings given such terms in the
Resolution.
The Series 2017 Bond is issuable only as a single, fully registered bond. The Series 2017
Bond is issued on a parity and is equally and ratably secured by the Net Revenues of the System with the City’s Borrower’s outstanding First Amended and Restated Water System Revenue
Bond (DNRC Drinking Water State Revolving Loan Program), Series 2011A (the “Series 2011A
Bond”) and First Amended and Restated Water System Revenue Bond (DNRC Drinking Water
State Revolving Loan Program), Series 2011B (the “Series 2011B Bond”).
Reference is made to the Resolution for a more complete statement of the terms and conditions upon which the Series 2017 Bond has been issued, the Net Revenues of the System
pledged and appropriated for the payment and security thereof, the conditions upon which
additional Bonds may be issued under the Resolution and made payable from Net Revenues on a
parity with the Series 2011A Bond, the Series 2011B Bond and the Series 2017 Bond
(collectively, the “Bonds”) or otherwise, the conditions upon which the Resolution may be amended, the rights, duties and obligations of the Borrower, and the rights of the owners of the
Series 2017 Bond.
The City may prepay the principal of the Series 2017 Bond only if (i) it obtains the prior
written consent of the DNRC thereto, and (ii) no Loan Repayment or Administrative Expense
Surcharge or Loan Loss Reserve Surcharge is then delinquent. Any prepayment permitted by the DNRC must be accompanied by payment of accrued interest and Administrative Expense
Surcharge and the Loan Loss Reserve Surcharge to the date of prepayment on the amount of
principal prepaid. If the Series 2017 Bond is prepaid in part, such prepayments shall be applied
to principal payments in inverse order of maturity.
The Series 2017 Bond, including interest and any premium for the redemption thereof, is payable solely from the Net Revenues pledged for the payment thereof and does not constitute a
debt of the City within the meaning of any constitutional or statutory limitation or provision.
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The City may deem and treat the person in whose name this Series 2017 Bond is
registered as the absolute owner hereof, whether this Series 2017 Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and the City shall not be affected by any notice to the contrary. The Series 2017 Bond may be transferred as hereinafter provided.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that the City
has duly authorized and will forthwith undertake the improvements to the System hereinabove
described, has fixed and established and will collect reasonable rates and charges for the services
and facilities afforded by the System, and has created a special Water System Fund into which the revenues of the System as described in Section 11.1 of the Original Resolution, as amended,
including all additions thereto and replacements and improvements thereof, will be paid, and will
be paid each month, out of Net Revenues then on hand, an amount equal to not less than the sum
of one-sixth of the interest due within the next six months and one-twelfth of the principal due
within the next twelve months with respect to all Bonds payable semiannually, and a Reserve Account in that fund into which shall be paid available Net Revenues sufficient to establish and
maintain a reserve therein equal to, as of the date of calculation, an amount equal to the Reserve
Requirement (giving effect to any mandatory sinking fund redemption); that funds in the
applicable subaccount within the Revenue Bond Account and the Reserve Account will be used
only to pay the principal of, premium, if any, and interest on the Bonds issued pursuant to the authority herein recited and as described more particularly in the Resolution; that the rates and
charges for the System will from time to time be made and kept sufficient to provide Net
Revenues for each fiscal year at least equal to 110% of the principal and interest payable on
Bonds in any subsequent fiscal year, to maintain the balance in the Reserve Account at the
Reserve Requirement, to pay promptly the reasonable and current expenses of operating and maintaining the System and fund an operating reserve, to pay the principal of and interest on any
subordinate obligations and to provide reserves for the replacement and depreciation of the
System; that additional Bonds may be issued and made payable at to Net Revenues on a parity
with the Series 2011A Bond, the Series 2011B Bond and the Series 2017 Bond upon certain
conditions set forth in the Resolution, but no obligation will be otherwise incurred and made payable from the Net Revenues, with respect to Bonds, unless the lien thereof shall be expressly
made subordinate to the lien of the Series 2011A Bond, the Series 2011B Bond, the Series 2017
Bond and other additional Bonds on such Net Revenues; that all provisions for the security of
this Series 2017 Bond set forth in the Resolution will be punctually and faithfully performed as
therein stipulated; that all acts, conditions and things required by the Constitution and laws of the State of Montana and the ordinances and resolutions of the City to be done, to exist, to happen
and to be performed in order to make this Series 2017 Bond a valid and binding special
obligation of the City according to its terms have been done, do exist, have happened and have
been performed as so required; and that this Series 2017 Bond and the premium, if any, and
interest hereon are payable solely from the Net Revenues pledged and appropriated to the Revenue Bond Account and do not constitute a debt of the City within the meaning of any
constitutional, statutory or charter limitation or provision and the issuance of the Series 2017
Bond does not cause either the general or the special indebtedness of the City to exceed any
constitutional, statutory or charter limitation.
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IN WITNESS WHEREOF, the City of Bozeman, Montana, by its governing body, has
caused this Bond to be executed by the signatures of the acting Mayor, Assistant City Manager,
and the City Clerk, and has caused the official seal of the City to be affixed hereto, and has caused this Bond to be dated as of the 17th day of May, 2017.
____________________________________
Carson Taylor, Mayor
(SEAL)
____________________________________
Anna Rosenberry, Assistant City Manager
____________________________________
Robin Crough, City Clerk
263
B-5
REGISTRATION AND TRANSFER
This Bond shall be fully registered as to both principal and interest. No transfer of this
Bond shall be valid unless and until (1) the registered holder of the Bond, or its duly authorized attorney or legal representative, executes the form of assignment appearing on this Bond, and (2)
the Assistant City Manager or the City Finance Director, as bond registrar (the “Registrar”), has
duly noted the transfer on the Bond and recorded the transfer on the Registrar’s registration
books. The City shall be entitled to deem and treat the person in whose name this Bond is
registered as absolute owner thereof for all purposes, notwithstanding any notice to the contrary. Payments on account of the Bond shall be made only to the order of the registered holder thereof,
and all such payments shall be valid and effectual to satisfy and discharge the City’s liability
upon the Bond to the extent of the sum or sums so paid.
REGISTER
The ownership of the unpaid Principal Balance of this Bond and the interest accruing thereon is registered on the books of the City of Bozeman, Montana in the name of the registered
holder appearing on the first page hereof or as last noted below:
Date of Registration
Name and Address of
Registered Holder
Signature of
Assistant City Manager
May 17, 2017
Department of Natural Resources and Conservation
1625 Eleventh Ave.
Helena, MT 59620
THE FOLLOWING ENTRIES ARE TO BE MADE ONLY BY THE BOND
REGISTRAR UPON REGISTRATION OF EACH TRANSFER
The Assistant City Manager or the City Finance Director of the City of Bozeman, Montana, acting as Bond Registrar, has transferred, on the books of the City, on the date last noted below, ownership of the principal amount of and the accrued interest on this Bond to the
new registered holder noted next to such date, except for amounts of principal and interest
theretofore paid.
Date of Transfer Name of New Registered Holder Signature of Bond Registrar
264
B-6
FORM OF ASSIGNMENT
For value received, this Bond is hereby transferred and assigned by the undersigned
holder, without recourse, to _______________________________________________________ on this _____ day of ____________________, _____.
By: _________________________________
(Authorized Signature)
For: ________________________________
(Holder)
265
B-7
SCHEDULE A
SCHEDULE OF AMOUNTS ADVANCED
Date Advances
Total Amount
Advanced Notation Made By
266
B-8
SCHEDULE B
Date Principal Interest
Administrative
Expense Surcharge
Loan Loss
Reserve Surcharge Total Loan Payment
267
C-1
APPENDIX C
COLLATERAL DOCUMENTS
NONE
268
WaterImpactFeeCapitalImprovementPlanFinancialSummary CurrentYearFY17 FY18 FY19 FY20 FY21 FY22UnscheduledProjectedBeginningReserveBalanceDedicatedtoCIP 1,577,000$1,856,250$(140,350)$(243,290)$(91,796)$79,289$Ͳ$Plus:ImpactFeeRevenuesDedicatedtoCIP 1,475,000$1,793,400$1,883,070$1,977,224$2,076,085$2,179,889$Ͳ$Plus:LoanforWellFieldWIF328,000,000$Plus:LoanforLymanTankWIF354,800,000$Plus:LoanforSourdoughTransmissionMain,PH2WIF40 4,320,000$ Less:ScheduledCIPProjectCosts (1,195,750)$(3,790,000)$(1,986,010)$(14,145,729)$(6,705,000)$(2,245,000)$(164,590,604)$ProjectedYearͲEndCashDedicatedtoCIP 1,856,250$(140,350)$(243,290)$(91,796)$79,289$14,178$AssumptionsMadeforRevenueEstimates: CurrentYearFY17 FY18 FY19 FY20 FY21 FY22EstimatedAnnualWaterImpactFeeRevenues 1,475,000$1,708,000$1,793,400$1,883,070$1,977,224$2,076,085$EstimatedAnnualIncrease 0.0% 5% 5% 5% 5% 5%TotalEstimatedRevenues 1,475,000$1,793,400$1,883,070$1,977,224$2,076,085$2,179,889$CurrentRevenuesDedicatedtoCIP% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%Plus:IncreaseDedicatedtoWaterCapacityExpansionCIP 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%Total%DedicatedtoCIP 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%TotalEstimatedRevenuesDedicatedtoCIP 1,475,000$1,793,400$1,883,070$1,977,224$2,076,085$2,179,889$ProjectedProjectedCURRENT165,000,000145,000,000125,000,000105,000,00085,000,00065,000,00045,000,00025,000,0005,000,00015,000,000WaterImpactFeeProjects269
CIPPROJECTFUPROJ.DEPARTMENTPROJECTNAMEUnscheduledFY21FY18FY19FY20FY22ImpactFeesWaterWIF05WATERIMPACTFEESWESTTRANSMISSIONMAINͲPHASE1CONSTRUCTION$28,006,293WIF14WATERIMPACTFEESLOANDEBTSERVICEͲWTP5.3MGCONCRETEWATERSTORAGERESERVOIR$600,000$6,800,000$600,000$600,000$600,000$600,000WIF21WATERIMPACTS11TH12"WATERMAINEXTENSION$136,010WIF25WATERIMPACTFEESDAVIS12"WATERMAIN&VALLEYCENTER16"WATERMAINEXTENSION$725,729WIF26WATERIMPACTFEESLYMANTANKANDTRANSMISSIONMAINDESIGN$750,000WIF27WATERIMPACT5126WESTSOURDOUGHRESERVOIR1$9,757,500WIF28WATERIMPACTFEES5126WESTSOURDOUGHRESERVOIR1ͲSITING$350,000WIF29WATERIMPACTFEES5560SOUTHEASTRESERVOIRANDPUMPSTATION$21,232,807WIF30WATERIMPACTEASTTRANSMISSIONMAIN$7,167,372WIF31WATERIMPACTGROUNDWATERTESTWELL$400,000WIF32WATERIMPACTFEESGROUNDWATERWELLFIELDANDTRANSMISSIONCONSTRUCTION$8,000,000WIF33WATERIMPACTFEESGROUNDWATERWELLFIELDANDTRANSMISSIONMAINDESIGN$500,000WIF35WATERIMPACTFEESLYMANTANKANDTRANSMISSIONMAINCONSTRUCTION$4,800,000WIF36WATERIMPACTFEESWESTTRANSMISSIONMAINPLANNINGSTUDY$400,000WIF37WATERIMPACTFEESSOURDOUGHCANYONNATURALSTORAGEͲPLANNINGANDDESIGN$500,000WIF38WATERIMPACTFEESSOURDOUGHCANYONNATURALSTORAGECONSTRUCTION$8,000,000WIF39WATERIMPACTFEESSOURDOUGHTRANSMISSIONMAIN–PHASE1$2,790,000WIF40WATERIMPACTFEESSOURDOUGHTRANSMISSIONMAIN–PHASE2$4,320,000WIF41WATERIMPACTFEESWESTTRANSMISSIONMAINͲPHASE1DESIGN$2,907,235270
CIPPROJECTFUPROJ.DEPARTMENTPROJECTNAMEUnscheduledFY21FY18FY19FY20FY22WIF42WATERIMPACTFEESWESTTRANSMISSIONMAINͲPHASES2Ͳ5DESIGN&CONSTRUCTION$61,669,396WIF43WATERIMPACTFEESDEBTSERVICEFORBORROWINGͲWELLFIELD$1,000,000$10,800,000$1,000,000WIF44WATERIMPACTFEESDEBTSERVICEFORBORROWINGͲLYMANTANKPROJECT$446,000$340,000WIF45WATERIMPACTFEESDEBTSERVICEFORBORROWINGͲTRANSMISSIONMAIN$305,000$3,750,000$305,000SummaryforImpactFeesWater(23items)Totalsbyyear:$6,705,000 $2,245,000$3,790,000$161,286,604FY21FY22FY18UnscheduledFY20$14,145,729$1,986,010FY19271