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2024-22553 FILE RESOLUTION NO. 2024-2255 A resolution authorizing the City Manager, on behalf of the City of Janesville, to enter into a Financial Assistance agreement with the State of Wisconsin for Lead Service Line Replacement WHEREAS, the Wisconsin drinking water state revolving loan program has made funding available for the replacement of Private side lead service lines; and WHEREAS, the City of Janesville has qualified for funding from this program; and WHEREAS, Janesville will receive $1,100,000 to assist with the cost for the removal of private residential lead water services; and WHEREAS, 75% or $825,000 of this loan will be forgiven and the remaining 25% or $275,000 will be repaid by the City of Janesville at a rate of .25% over a 10-year period; and WHEREAS, the Municipality is obligated to the repayment of this loan over the ten year period; and WHEREAS, this project will complete the removal of lead water services in the City of Janesville. NOW, THEREFORE, BE IT RESOLVED THAT THE COMMON COUNCIL of the City of Janesville hereby authorize the City Manager and his designee(s) to enter into the revolving loan fund program agreement with the State of Wisconsin; to accept the State Loan; to enter into this repayment obligation; and to implement and comply with the program requirements. BE IT FURTHER RESOLVED by the Common Council that this authorization commits the Common Council to include $275,000 in future borrowing of the City of Janesville tax exempt obligation promissory note or bond issue(s) for this public purpose as permitted by the Internal Revenue Code of 1986, and/or to fund the project with cash each year from the Wastewater fund, until repaid in full with interest. his declaration of official intent to reimburse the original expenditure with part of the proceeds from the reimbursement bond is consistent with the budgetary and financial circumstances of the City. The purpose of this Resolution is to satisfy the “official intent” requirement of Treasury Regulation 26 CFR Section 1.150-2. BE IT FURTHER RESOLVED, that the City Manager and/or his designee(s), on behalf of the City of Janesville, is/are hereby authorized to administratively negotiate, draft, execute, review, enter in, modify, amend, record, file, and otherwise effectuate the above agreements and loan(s), and/or to make and enter into any and all other agreements, contracts, documents, papers, and forms, and/or to take whatever other actions that the City Manager and/or his designee(s) may, from time to time and at any time, determine necessary and/or desirable to effectuate the above transactions, agreements, and/or the intent purposes of this Resolution. ADOPTED: 9/9/2024 APPROVED: Kevin M. Lahner, City Manager ATTEST: Lorena Rae Stottler, City Clerk-Treasurer APPROVED AS TO FORM: Wald Klimczyk, City Attorney Proposed by: Utility Director Prepared by: Utility Director Motion by: Consent Second by: Consent Councilmember Aye Nay Pass Absent Burdick X Jackson X Marshick X Miller X Neeno X Squire X Williams X 4885-5279-3053.1 RESOLUTION NO. 2024 - 2255 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF UP TO $1,100,000 TAXABLE GENERAL OBLIGATION WATER SYSTEM PROMISSORY NOTES, SERIES 2024, AND PROVIDING FOR OTHER DETAILS AND COVENANTS WITH RESPECT THERETO WHEREAS, CITY OF JANESVILLE, Rock County, Wisconsin (the “Municipality”) owns and operates a water system (the “System”) which is operated for a public purpose as a public utility by the Municipality; and WHEREAS, certain improvements to the System, including the replacement of private side lead service lines, are necessary to meet the needs of the Municipality and the residents thereof, consisting of the construction of a project (the “Project”) assigned Safe Drinking Water Loan Program Project No. 5119-08 by the State of Wisconsin Department of Natural Resources (the “Department of Natural Resources”); and WHEREAS, under the provisions of Section 67.12(12), Wisconsin Statutes, any municipality (as defined in Section 67.01(5), Wisconsin Statutes) may, by action of its governing body, issue promissory notes as evidence of indebtedness for any public purpose (as defined in Section 67.04(1)(b), Wisconsin Statutes) which promissory notes are general obligations of the municipality; and WHEREAS, the Municipality deems it to be necessary, desirable and in its best interest to authorize and sell general obligation promissory notes of the Municipality, pursuant to the provisions of Section 67.12(12), Wisconsin Statutes, to pay the cost of the Project; and WHEREAS, such notes are to be issued for purposes of Sections 281.58, 281.59, 281.60 or 281.61, Wisconsin Statutes; and WHEREAS, due to certain provisions of the Internal Revenue Code of 1986, as amended, it is necessary to issue such notes on a taxable basis, and the State of Wisconsin Safe Drinking Water Loan Program has approved the issuance of such notes on a taxable basis; and WHEREAS, the Municipality currently has net general obligation debt outstanding in an aggregate principal amount not exceeding $109,665,000. NOW, THEREFORE, be it resolved by the Governing Body of the Municipality that: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by implication requires otherwise: “Act” means Chapter 67, Wisconsin Statutes; “Bond Registrar” means the Municipal Treasurer, who shall act as Paying Agent for the Notes; 2 4885-5279-3053.1 “Debt Service Fund” means the Debt Service Fund of the Municipality, which shall be the "debt service fund" as such term is defined in the Act; “Financial Assistance Agreement” means the Financial Assistance Agreement by and between the State of Wisconsin by the Department of Natural Resources and the Department of Administration and the Municipality pursuant to which the Notes are to be issued and sold to the State, substantially in the form attached hereto and incorporated herein by reference; “Fiscal Year” means the twelve-month period ending on each December 31; “Governing Body” means the Common Council, or such other body as may hereafter be the chief legislative body of the Municipality; “Municipality” means City of Janesville, Wisconsin; “Municipal Treasurer” means the Treasurer of the Municipality, who shall act as Bond Registrar and Paying Agent; “Notes” means the $1,100,000 Taxable General Obligation Water System Promissory Notes, Series 2024, of the Municipality dated their date of issuance, authorized to be issued by this Resolution; “Note Year” means the twelve-month period ending on each May 1 “Project” means the Project described in the preamble to this Resolution. All elements of the Project are to be owned and operated by the Municipality as part of the System as described in the preamble hereto; “Record Date” means the close of business on the fifteenth day of the calendar month next preceding any principal or interest payment date; and Section 2. Authorization of the Notes and the Financial Assistance Agreement. For the purpose of paying the cost of the Project (including legal, fiscal, engineering and other expenses), there shall be borrowed on the full faith and credit of the Municipality up to the sum of $1,100,000; and fully registered general obligation promissory notes of the Municipality are authorized to be issued in evidence thereof and sold to the State of Wisconsin Safe Drinking Water Loan Program in accordance with the terms and conditions of the Financial Assistance Agreement, which is incorporated herein by this reference and the City Manager and City Clerk of the Municipality are hereby authorized, by and on behalf of the Municipality, to execute the Financial Assistance Agreement. Section 3. Terms of the Notes. The Notes shall be designated "Taxable General Obligation Water System Promissory Notes, Series 2024" (the "Notes"); shall be dated their date of issuance; shall be numbered one and upward; shall bear interest at the rate of 0.250% per annum; shall be issued in denominations of $0.01 or any integral multiple thereof; and shall mature on the dates and in the amounts as set forth in Exhibit B of the Financial Assistance Agreement and in the Note form attached hereto as Exhibit A as it is from time to time adjusted by the State of Wisconsin based upon the actual draws made by the Municipality. Interest on the 3 4885-5279-3053.1 Notes shall be payable commencing on May 1, 2025 and semiannually thereafter on May 1 and November 1 of each year. The Notes shall not be subject to redemption prior to maturity except as provided in the Financial Assistance Agreement. Section 4. Form, Execution, Registration and Payment of the Notes. The Notes shall be issued as registered obligations in substantially the form attached hereto as Exhibit A and incorporated herein by this reference. The Notes shall be executed in the name of the Municipality by the manual signatures of the City Manager and the City Clerk, and shall be sealed with its official or corporate seal, if any. The principal of, premium, if any, and interest on the Notes shall be paid by the Municipal Treasurer, who is hereby appointed as the Municipality’s registrar (the “Bond Registrar”). Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America by the Bond Registrar. Payment of principal of the final maturity on the Note will be payable upon presentation and surrender of the Note to the Bond Registrar. Payment of principal on the Note and each installment of interest shall be made to the registered owner of each Note who shall appear on the registration books of the Municipality, maintained by the Bond Registrar, on the Record Date and shall be paid by electronic transfer or by check or draft of the Municipality (as directed by the registered owner) and if by check or draft, mailed to such registered owner at his or its address as it appears on such registration books or at such other address may be furnished in writing by such registered owner to the Bond Registrar. Section 5. Application of Note Proceeds; Borrowed Money Fund. The sale proceeds of the Notes (exclusive of accrued interest and any premium received, which shall be deposited in the Debt Service Fund) shall, forthwith upon receipt, be placed in and kept by the Treasurer as a separate fund to be known as the "Taxable General Obligation Water System Promissory Notes, Series 2024, Borrowed Money Fund" (hereinafter referred to as the "Borrowed Money Fund"). Monies in the Borrowed Money Fund shall be used solely for the purposes for which borrowed or for transfer to the Debt Service Fund as provided by law. Moneys in the Borrowed Money Fund shall be disbursed within three (3) business days of their receipt from the State of Wisconsin and shall not be invested in any interest-bearing account. Section 6. Tax Levy. (a) For the express purpose of paying interest on the Notes as it falls due and also to pay and discharge the principal thereof at maturity, the full faith, credit and taxing powers of the Municipality are hereby pledged and there is hereby levied upon all of the taxable property in the Municipality, in addition to all other taxes, a direct, annual irrepealable tax in an amount and at the times sufficient for that purpose. This tax shall be for the years 2024 through 2043, inclusive, and shall be in such amounts as are necessary to provide for payment of the principal of and interest on the Notes in 2025 through 2034, inclusive, when due. Assuming the entire principal amount of the Notes is drawn as of the closing date, this tax will be in the following amounts: 4 4885-5279-3053.1 Levy Year Amount 2024 $ 2025 2026 2027 2028 2029 2030 2031 2032 2033 The actual tax carried onto the tax rolls each year shall equal the amount necessary to repay the actual principal amount drawn under the Notes, and any interest thereon, when due. (b)The Municipality shall be and continue without power to repeal such levy or obstruct the collection of said tax until all such payments have been made or provided for. After the issuance of the Notes, said tax shall be, from year to year, carried into the tax rolls of the Municipality and collected as other taxes are collected, provided that the amount of tax carried into said tax rolls may be reduced in any year by the amount of any surplus money in the Debt Service Fund created in Section 7 hereof. (c)If at any time there shall be on hand insufficient funds from the aforesaid tax levy to meet principal and/or interest payments on said Notes when due, the requisite amounts shall be paid from other funds of the Municipality then available, which sums shall be replaced upon the collection of the taxes herein levied. Section 7. Debt Service Fund. The proceeds of the taxes levied pursuant to Section 6 above, when collected by the Municipal Treasurer, and such further deposits as may be required by Section 67.11, Wisconsin Statutes, shall be placed and kept by the Municipal Treasurer as a separate fund irrevocably pledged for paying the principal of and interest on the Notes so long as any such Notes shall remain outstanding, to be known as the "Taxable General Obligation Water System Promissory Notes, Series 2024 Debt Service Fund" (hereinafter referred to as "Debt Service Fund"). The accrued interest and any premium received at the time of delivery of the Notes shall be paid into the Debt Service Fund. Interest on or principal of the Notes falling due at any time when there shall be on hand in the Debt Service Fund insufficient funds for the payment of such principal and interest shall be paid promptly when due from other funds of the Municipality. Section 8. Deposits and Investments. The Debt Service Fund shall be kept apart from moneys in the other Funds and Accounts of the Municipality and the same shall be used for no purpose other than the prompt payment of principal of and interest on the Notes as the same becomes due and payable. All moneys therein shall be deposited in special and segregated accounts in a public depository selected under Chapter 34 of the Wisconsin Statutes and may be temporarily invested until needed in legal investments subject to the provisions of 5 4885-5279-3053.1 Section 66.0603(1m) and 67.10(3) of the Wisconsin Statutes. All income derived from such investments shall be regarded as revenues of the Municipality. Section 9. Operation of Project; Municipality Covenants. It is covenanted and agreed by the Municipality with the owner or owners of the Notes, and each of them, that the Municipality will perform all of the obligations of the Municipality as set forth in the Financial Assistance Agreement. Section 10. Sale of Notes. The sale of the Notes to the State of Wisconsin Safe Drinking Water Loan Program for the purchase price of up to $1,100,000 and at par, is ratified and confirmed; and the officers of the Municipality are authorized and directed to do any and all acts, including executing the Financial Assistance Agreement and the Notes as hereinabove provided, necessary to conclude delivery of the Notes to said purchaser, as soon after adoption of this Resolution as is convenient. The purchase price for the Notes shall be paid upon requisition therefor as provided in the Financial Assistance Agreement, and the officers of the Municipality are authorized to prepare and submit to the State requisitions and disbursement requests in anticipation of the execution of the Financial Assistance Agreement and the issuance of the Notes. Section 11. Amendment to Resolution. After the issuance of any of the Notes, no change or alteration of any kind in the provisions of this Resolution may be made until all of the Notes have been paid in full as to both principal and interest, or discharged as herein provided, except: (a) the Municipality may, from time to time, amend this Resolution without the consent of any of the owners of the Notes, but only to cure any ambiguity, administrative conflict, formal defect, or omission or procedural inconsistency of this Resolution; and (b) this Resolution may be amended, in any respect, with a written consent of the owners of not less than two-thirds (2/3) of the principal amount of the Notes then outstanding, exclusive of Notes held by the Municipality; provided, however, that no amendment shall permit any change in the pledge of tax revenues of the Municipality or the maturity of any Note issued hereunder, or a reduction in the rate of interest on any Note, or in the amount of the principal obligation thereof, or in the amount of the redemption premium payable in the case of redemption thereof, or change the terms upon which the Notes may be redeemed or make any other modification in the terms of the payment of such principal or interest without the written consent of the owner of each such Note to which the change is applicable. Section 12. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Municipality and the owner or owners of the Notes, and after issuance of any of the Notes no change or alteration of any kind in the provisions of this Resolution may be made, except as provided in Section 11, until all of the Notes have been paid in full as to both principal and interest. The owner or owners of any of the Notes shall have the right in addition to all other rights, by mandamus or other suit or action in any court of competent jurisdiction, to enforce such owner's or owners' rights against the Municipality, the Governing Body thereof, and any and all officers and agents thereof including, but without limitation, the right to require the Municipality, its Governing Body and any other authorized body, to take any and all actions necessary to carry out all of the provisions and agreements contained in this Resolution. 6 4885-5279-3053.1 Section 13. Requirements of Municipality. The officers of the Municipality, staff of the Municipality, attorneys for the Municipality, financial consultants of the Municipality, or other agents or employees of the Municipality are hereby authorized to do all acts and things required of them by this Resolution for the full, punctual and complete performance of all of the provisions of this Resolution. Section 14. Illegal or Invalid Provisions. In case any one or more of the provisions of this Resolution or any of the Notes shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Notes. Section 15. Continuing Disclosure. The officers of the Municipality are hereby authorized and directed, if requested by the State of Wisconsin, to provide to the State of Wisconsin Safe Drinking Water Loan Program and to such other persons or entities as directed by the State of Wisconsin such ongoing disclosure regarding the Municipality's financial condition and other matters, at such times and in such manner as the Safe Drinking Water Loan Program may require, in order that securities issued by the Municipality and the State of Wisconsin satisfy rules and regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended and as it may be amended from time to time, imposed on brokers and dealers of municipal securities before the brokers and dealers may buy, sell, or recommend the purchase of such securities. Section 16. Conflicting Resolutions. All ordinances, resolutions, or orders, or parts thereof heretofore enacted, adopted or entered, in conflict with the provisions of this Resolution, are hereby repealed and this Resolution shall be in effect from and after its passage. ADOPTED: 9/9/2024 APPROVED: Kevin Lahner, City Manager ATTEST: Lorena Rae Stottler, City Clerk-Treasurer APPROVED AS TO FORM: Wald Klimczyk, City Attorney Proposed by: City Manager Prepared by: Justin Reppe, Bond Counsel Motion by: Consent Second by: Consent Councilmember Aye Nay Pass Absent Jackson X Burdick X Neeno X Marshick X Miller X Squire X Williams X 4885-5279-3053.1 EXHIBIT A FORM OF NOTES UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF ROCK CITY OF JANESVILLE TAXABLE GENERAL OBLIGATION WATER SYSTEM PROMISSORY NOTEs, SERIES 2024 REGISTERED REGISTERED NO. R - 1 $________ Final Maturity Date Date of Original Issue May 1, 2034 September ___, 2024 REGISTERED OWNER: STATE OF WISCONSIN SAFE DRINKING WATER LOAN PROGRAM FOR VALUE RECEIVED the City of Janesville, Rock County, Wisconsin, (the “Municipality”) hereby acknowledges itself to owe and promises to pay to the registered owner shown above, or registered assigns, solely from the fund hereinafter specified, the principal sum of an amount not to exceed $1,100,000 (but only so much as shall have been drawn hereunder, as provided below) on May 1 of each year commencing May 1, 2025 until the final maturity date written above, together with interest thereon (but only on amounts as shall have been drawn hereunder, as provided below) from the dates the amounts are drawn hereunder or the most recent payment date to which interest has been paid, at the rate of 0.250% per annum, calculated on the basis of a 360-day year made up of twelve 30-day months, such interest being payable on the first days of May and November of each year, with the first interest being payable on May 1, 2025. The principal amount evidenced by this Note may be drawn upon by the Municipality in accordance with the Financial Assistance Agreement entered by and between the Municipality and the State of Wisconsin by the Department of Natural Resources and the Department of Administration (the “Financial Assistance Agreement”) including capitalized interest transferred (if any). The principal amounts so drawn shall be repaid in installments on May 1 of each year commencing on May 1, 2025 in an amount equal to an amount which when amortized over the remaining term of this Note plus current payments of interest (but only on amounts drawn hereunder) at Zero and 250/1000ths percent (0.250%) per annum shall result in equal annual payments of the total of principal and the semiannual payments of interest. The State of Wisconsin Department of Administration shall record such draws and corresponding principal repayment schedule on a cumulative basis in the format shown on the attached Exhibit A. A-2 4885-5279-3053.1 Both principal and interest hereon are hereby made payable to the registered owner in lawful money of the United States of America. On the final maturity date, principal of this Note shall be payable only upon presentation and surrender of this Note at the office of the Municipal Treasurer. Principal hereof (except the final maturity) and interest hereon shall be payable by electronic transfer or by check or draft dated on or before the applicable payment date and mailed from the office of the Municipal Treasurer to the person in whose name this Note is registered at the close of business on the fifteenth day of the calendar month next preceding such interest payment date. The Notes shall not be redeemable prior to their maturity, except with the consent of the registered owner, as provided in the Financial Assistance Agreement This Note is transferable only upon the books of the Municipality kept for that purpose at the office of the Municipal Treasurer, by the registered owner in person or its duly authorized attorney, upon surrender of this Note, together with a written instrument of transfer (which may be endorsed hereon) satisfactory to the Municipal Treasurer, duly executed by the registered owner or its duly authorized attorney. Thereupon a replacement Note shall be issued to the transferee in exchange therefor. The Municipality may deem and treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal or interest hereof and for all other purposes. This Note is issuable solely as a negotiable, fully-registered note, without coupons, and in denominations of $0.01 or any integral multiple thereof. This Note is issued for the purpose of providing for the payment of the cost of constructing improvements to the Water System of the Municipality, including the replacement of private lead service lines, pursuant to Article XI, Section 3, of the Wisconsin Constitution, Section 67.12(12), Wisconsin Statutes, and a resolution adopted September 9, 2024, and entitled: "Resolution Authorizing the Issuance and Sale of Up to $1,100,000 Taxable General Obligation Water System Promissory Notes, Series 2024, and Providing for Other Details and Covenants With Respect Thereto". The principal of and interest on this Note are payable in lawful money of the United States of America as aforesaid, and for the prompt payment of the principal and interest on this Note, and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the Municipality are hereby irrevocably pledged. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen, and be performed precedent to and in the issuance of this Note have existed, have happened and have been performed in due time, form and manner as required by law; and that indebtedness of the Municipality, including this Note and the issue of which it is a part, does not exceed any limitation, general or special, imposed by law; and that a valid, direct, annual irrepealable tax has been levied by the Municipality sufficient to pay the interest on this Note when it falls due and also to pay and discharge the principal hereof at maturity. A-3 4885-5279-3053.1 IN WITNESS WHEREOF, the Municipality has caused this Note to be executed in its name and on its behalf by the manual or facsimile signatures of its City Manager and its City Clerk, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon. CITY OF JANESVILLE, WISCONSIN [SEAL] By Kevin Lahner, City Manager By Lorena Rae Stottler, City Clerk A-4 4885-5279-3053.1 (FORM OF ASSIGNMENT) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Please print or typewrite name and address, including zip code, of Assignee). Please insert Social Security or other identifying number of Assignee , the within Note, and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Note on the books kept for the registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. Signature(s) guaranteed by: A-5 4885-5279-3053.1 EXHIBIT A TO NOTE FORM $1,100,000 CITY OF JANESVILLE, WISCONSIN TAXABLE GENERAL OBLIGATION WATER SYSTEM REVENUE NOTES, SERIES 2024 Amount of Disbursement Date of Disbursement Series of Notes Principal Repaid Principal Balance _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ PRINCIPAL REPAYMENT SCHEDULE Date Principal Amount May 1, 2025 $ May 1, 2026 May 1, 2027 May 1, 2028 May 1, 2029 May 1, 2030 May 1, 2031 May 1, 2032 May 1, 2033 May 1, 2034 State of Wisconsin Financial Assistance Agreement Department of Natural Resources Safe Drinking Water Loan Program Bureau of Community Financial Assistance Form 8700-214 rev 06/24 101 South Webster Street PO Box 7921 Madison, Wisconsin 53707-7921 STATE OF WISCONSIN SAFE DRINKING WATER LOAN PROGRAM LEAD SERVICE LINE REPLACEMENT FINANCIAL ASSISTANCE AGREEMENT WITH PRINCIPAL FORGIVENESS _____________________________________________________________________________________ _____________________________________________________________________________________ STATE OF WISCONSIN DEPARTMENT OF NATURAL RESOURCES DEPARTMENT OF ADMINISTRATION and CITY OF JANESVILLE _____________ $1,100,000 With up to $825,000 PRINCIPAL FORGIVENESS FINANCIAL ASSISTANCE AGREEMENT _____________ Dated as of September 25, 2024 _____________ This constitutes a Financial Assistance Agreement under the State of Wisconsin's Safe Drinking Water Loan Program. This agreement is awarded pursuant to ss. 281.59 and 281.61, Wis. Stats. The purpose of this agreement is to award financial assistance from the Safe Drinking Water Loan Program. This agreement also discloses the terms and conditions of this award. This agreement is only effective when signed by authorized officers of the municipality, the State of Wisconsin Department of Natural Resources, and the State of Wisconsin Department of Administration. The Department of Natural Resources and the Department of Administration may rescind or terminate this agreement if the municipality fails to comply with the terms and conditions contained within. Any determination or certification made in this agreement by the Department of Natural Resources or the Department of Administration is made solely for the purpose of providing financial assistance under the Safe Drinking Water Loan Program. ____________________________________________________________________________________ Municipal Identification No. 53241 Safe Drinking Water Loan Program Project No. 5119-08 TABLE OF CONTENTS ARTICLE I DEFINITIONS; RULES OF INTERPRETATION Section 1.01. Definitions 2 Section 1.02. Rules of Interpretation 5 ARTICLE II REPRESENTATIONS Section 2.01. Representations of the SDWLP 5 Section 2.02. Representations of the Municipality 6 ARTICLE III LOAN PROVISIONS Section 3.01. Loan Clauses 9 Section 3.02. Municipal Obligations Amortization 10 Section 3.03. Type of Municipal Obligation and Security 10 Section 3.04. Sale and Redemption of Municipal Obligations 10 Section 3.05. Disbursement of Financial Assistance 10 Section 3.06. Remedies 11 Section 3.07. Security for the Municipal Obligations 12 Section 3.08. Effective Date and Term 13 Section 3.09. Other Amounts Payable 13 ARTICLE IV CONSTRUCTION OF THE PROJECT Section 4.01. Insurance 13 Section 4.02. Construction of the Project 13 Section 4.03. Performance Bonds 13 Section 4.04. Completion of the Project 14 Section 4.05. Payment of Additional Project Costs 14 Section 4.06. No Warranty Regarding Condition, Suitability, or Cost of Project 15 ARTICLE V COVENANTS Section 5.01. Application of Financial Assistance 15 Section 5.02. Reserved 15 Section 5.03. Compliance with Law 15 Section 5.04. Reserved 15 Section 5.05. Establishment of Project Accounts; Audits 15 Section 5.06. Records 15 Section 5.07. Project Areas 16 Section 5.08. Engineering Inspection 16 Section 5.09. Reserved 16 Section 5.10. User Fee Covenant 16 Section 5.11. Notice of Impaired System 16 Section 5.12. Hold Harmless 16 Section 5.13. Nondiscrimination Covenant 16 Section 5.14. Employees 17 Section 5.15. Adequate Funds 17 Section 5.16. Management 17 Section 5.17. Reimbursement 17 Section 5.18. Unpaid User Fees 17 Section 5.19. Rebates 17 Section 5.20. Maintenance of Legal Existence 17 Section 5.21. Wage Rate Requirements 18 Section 5.22. American Iron and Steel and Build America, Buy America 18 Section 5.23. Federal Single Audit 18 Section 5.24. Bipartisan Infrastructure Law Signage 18 Section 5.25. Federal Equivalency Project 18 ARTICLE VI MISCELLANEOUS Section 6.01. Notices 19 Section 6.02. Binding Effect 19 Section 6.03. Severability 19 Section 6.04. Amendments, Supplements, and Modifications 19 Section 6.05. Execution in Counterparts 19 Section 6.06. Applicable Law 19 Section 6.07. Benefit of Financial Assistance Agreement 20 Section 6.08. Further Assurances 20 Section 6.09. Assignment of Municipal Obligations 20 Section 6.10. Covenant by Municipality as to Compliance with Program Resolution 20 Section 6.11. Termination 20 Section 6.12. Rescission 20 EXHIBIT A PROJECT BUDGET SHEET EXHIBIT B LOAN AMORTIZATION SCHEDULE EXHIBIT C FEDERAL REQUIREMENTS COMPLIANCE CERTIFICATION EXHIBIT D OPERATING CONTRACTS EXHIBIT E UTILIZATION OF DISADVANTAGED BUSINESS ENTERPRISES (DBE) EXHIBIT F PROJECT MANAGER SUMMARY PAGE EXHIBIT G LIST OF FEDERAL LAWS AND AUTHORITIES EXHIBIT H BEST PRACTICES FOR LEAD SERVICE LINE REPLACEMENTS 1 WITNESSETH: WHEREAS, this is a FINANCIAL ASSISTANCE AGREEMENT (the “FAA”), dated September 25, 2024, between the STATE OF WISCONSIN Safe Drinking Water Loan Program (the “SDWLP”), by the Department of Natural Resources (the “DNR”) and the Department of Administration (the “DOA”), acting under authority of ss. 281.59 and 281.61, Wis. Stats., as amended (the "Statute"), and the City of Janesville, a municipality within the meaning of the Statute, duly organized and existing under the laws of the State of Wisconsin (the "Municipality"); and WHEREAS, the United States, pursuant to the Federal Safe Drinking Water Act Amendments of 1996 (the “Act"), requires each state to establish a drinking water revolving loan fund to be administered by an instrumentality of the state before the state may receive capitalization grants for eligible projects from the United States Environmental Protection Agency (the "EPA"), or any successor which may succeed to the administration of the program established by the Act; and WHEREAS, the State of Wisconsin, pursuant to the Statute, Wis. Stats., established the SDWLP to be used in part for purposes of the Act; and WHEREAS, the State of Wisconsin, pursuant to s. 25.43, Wis. Stats., established a State of Wisconsin Environmental Improvement Fund which includes the SDWLP; and WHEREAS, DNR and DOA have the joint responsibility to provide SDWLP financial assistance to municipalities for the construction of eligible drinking water projects, all as set forth in the Statute; and WHEREAS, the Municipality submitted to DNR an application for financial assistance (the "Application") for a project (the "Project"), and DNR has approved the Application, and determined the Application meets DNR criteria for Project eligibility established in applicable state statutes and regulations; and WHEREAS, DNR determined that the Municipality and the Project are not ineligible for financial assistance under s. 281.61(2g), Wis. Stats.; and WHEREAS, DOA determined the SDWLP will provide financial assistance to the Municipality by making a loan (the “Loan”) pursuant to s. 281.59(9), Wis. Stats., for the purposes of that subsection and providing principal forgiveness; and WHEREAS, the Municipality pledged the security, if any, required by DOA, and the Municipality demonstrated to the satisfaction of DOA the financial capacity to ensure sufficient revenues to operate and maintain the Project for its useful life and to pay debt service on the obligations it issues for the Project; and WHEREAS, the Municipality certifies to the SDWLP that it has created a dedicated source of revenue, which may constitute taxes levied by the Municipality with respect to a general obligation of the Municipality, for repayment of the Municipal Obligations; and WHEREAS, the Municipality, when required, obtained DNR approval of facility plans or engineering reports and plans and specifications for the Project, subject to the provisions of applicable State environmental standards set forth in law, rules, and regulations; NOW, THEREFORE, in consideration of the promises and of the mutual representations, covenants, and agreements herein set forth, the SDWLP and the Municipality, each binding itself, its successors, and its assigns, do mutually promise, covenant, and agree as follows: 2 ARTICLE I DEFINITIONS; RULES OF INTERPRETATION Section 1.01. Definitions The following capitalized terms as used in this FAA shall have the following meanings: "Act" means the federal Safe Drinking Water Act, 42 U.S.C. 300f to 300j-26. “American Iron and Steel” means the requirements for using American iron and steel as mandated under EPA’s Drinking Water State Revolving Fund program. "Application" means the written application of the Municipality dated June 27, 2023, for financial assistance under the Statute. "Bonds" means bonds or notes issued by the State pursuant to the Program Resolution, all or a portion of the proceeds of which shall be applied to make the Loan. “Build America, Buy America” means Title IX of the Infrastructure Investment and Jobs Act, Publ. L. No. 117 -58, §§ 70901-52. "Business Day" means any day on which State offices are open to conduct business. "Code" means the Internal Revenue Code of 1986, as amended, and any successor provisions. "CWFP" means the State of Wisconsin Clean Water Fund Program, established pursuant to ss. 281.58 and 281.59, Wis. Stats., and managed and administered by DNR and DOA. "DNR" means the State of Wisconsin Department of Natural Resources and any successor entity. "DOA" means the State of Wisconsin Department of Administration and any successor entity. "EPA" means the United States Environmental Protection Agency or any successor entity that may succeed to the administration of the program established by the Act. “FAA” means this Financial Assistance Agreement. "Fees and Charges" means the costs and expenses of DNR and DOA in administering the SDWLP. "Final Completion" means all Service Lines to be financed under this FAA have been installed and the Municipality has submitted all necessary Project closeout documentation, including the final request for disbursement of Financial Assistance to the Municipality. “Financial Assistance” means any proceeds provided under this Financial Assistance Agreement in the form of a Loan of which part of the Loan principal will be forgiven. "Financial Assistance Agreement" means this Financial Assistance Agreement between the SDWLP by DNR, DOA, and the Municipality, as the same may be amended from time to time in accordance with Section 6.04 hereof. “Lead Service Line” or “LSL” means (i) all or a portion of a water Service Line constructed of lead, and/or (ii) all or a portion of a water Service Line constructed of galvanized material that is or was downstream of lead. 3 “Lead Service Line Replacement Program” means the subprogram of the SDWLP which provides funding from the Bipartisan Infrastructure Law for replacement of Lead Service Lines and is managed and administered by DNR and DOA. "Loan" means the loan or loans made by the SDWLP to the Municipality of which a portion of the principal will be forgiven pursuant to this FAA. "Loan Disbursement Table" means the table, maintained by DOA, with columns for inserting the following information for the portion of the Loan which is to be repaid with interest: (a) amount of each disbursement, (b) date of each disbursement, (c) the series of Bonds from which each disbursement is made, (d) principal amounts repaid, and (e) outstanding principal balance. "Municipal Obligation Counsel Opinion" means the opinion of counsel satisfactory to DOA, issued in conjunction with the Municipal Obligations, stating that: (a) this FAA and the performance by the Municipality of its obligations thereunder have been duly authorized by all necessary actions by the governing body of the Municipality, and this FAA has been duly executed and delivered by the Municipality; (b) the Municipal Obligations have been duly authorized, executed, and delivered by the Municipality and sold to the SDWLP; (c) each of this FAA and the Municipal Obligations constitutes a legal, valid, and binding obligation of the Municipality, enforceable against the Municipality in accordance with its respective terms (provided that enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that its enforcement may also be subject to the exercise of judicial discretion in appropriate cases); (d) the Municipal Obligations constitute general obligations of the Municipality, and the full faith and credit of the Municipality is pledged for the payment of principal thereof and interest thereon as and when it becomes due; and (e) interest on the Municipal Obligations is included in gross income of the owners thereof for federal income taxation purposes. "Municipal Obligation Resolution" means that action taken by the governing body of the Municipality authorizing the issuance of the Municipal Obligations. "Municipal Obligations" means the bonds or notes issued and delivered by the Municipality to the SDWLP, a specimen copy of which is included in the Municipal Obligations transcript, in exchange for the portion of the Loan which is not subject to Principal Forgiveness. "Municipality" means the City of Janesville, a "local governmental unit” within the meaning of the Statute, duly organized and existing under the laws of the State, and any successor entity. “Principal Forgiveness” means Financial Assistance received in the form of forgiveness of a portion of the Loan principal pursuant to the Act, Regulations, and this FAA of which no repayment thereof shall be required except as may be required per the Act, Statute, Regulations, or this FAA. The total amount of principal forgiveness available for this Project as of the date of this FAA is $825,000. 4 "Program Resolution" means the Amended and Restated Program Resolution for State of Wisconsin Environmental Improvement Fund Revenue Obligations adopted by the State of Wisconsin Building Commission, as such may from time to time be further amended or supplemented by Supplemental Resolutions in accordance with the terms and provisions of the Program Resolution. “Progress Payments” means payments for work in place and materials or equipment that have been delivered or are stockpiled in the vicinity of the construction site. This includes payments for undelivered specifically manufactured equipment if: (1) designated in the specifications, (2) could not be readily utilized or diverted to another job, and (3) a fabrication period of more than 6 months is anticipated. “Project” means the project assigned SDWLP Project No. 5119-08 by DNR, described in the Project Manager Summary Page (Exhibit F), and further described in the DNR approval letter(s), if any, for the plans and specifications, or portions thereof, issued under s. 281.41, Wis. Stats. "Project Costs" means the costs of the Project that are eligible for financial assistance from the SDWLP under the Statute, which are allowable costs under the Regulations, or are costs for which DNR granted a variance to a portion of the Regulations to make them allowable, which have been incurred by the Municipality or the applicable private property owner, an estimate of which is set forth in Exhibit A hereto and made a part hereof. "Regulations" means the Act; chs. NR 108, NR 150, NR 166, NR 809, NR 810, and NR 811, Wis. Adm. Code, the regulations of DNR; and ch. Adm. 35, Wis. Adm. Code, the regulations of DOA, adopted pursuant to and in furtherance of the Statute, and ch. 145, Wis. Stats, as administered by the Department of Safety and Professional Services, as such may be adopted or amended from time to time. "SDWLP" means the State of Wisconsin Safe Drinking Water Loan Program, established pursuant to the Statute and managed and administered by DNR and DOA. “Service Line” means the water service piping from the corporation stop of a municipally-owned water main or service line to the meter, isolation valve, or other water utility service terminal on the served property. "Servicing Fee" means any servicing fee that may be imposed by DNR and DOA pursuant to s. 281.61(5)(b), Wis. Stats., which shall cover the estimated costs of reviewing and acting upon the Application and servicing this FAA, and which the Municipality is obligated to pay as set forth in Section 3.09 hereof. "State" means the State of Wisconsin. “Statute” means ss. 281.59 and 281.61, Wis. Stats., as amended. "Substantial Completion Date" means the end of the calendar year following the second construction season which is December 31, 2026. “Supplemental Resolution” shall have the meaning set forth in the Program Resolution. "Trustee" means the trustee appointed by the State pursuant to the Program Resolution and any successor trustee. "User Fees" means fees charged or to be charged to users of the Project or the Water System of which the Project is a part pursuant to the Municipality’s Water Rates or otherwise. "Water Diversion Permit" means a DNR permit issued to the Municipality under s. 30.18(2), Wis. Stats., to divert water from a stream or lake in Wisconsin. 5 “Water Rates” means a charge or system of charges levied on users of a water system for the user’s proportional share of the revenue requirement of a water system which consists of operation and maintenance expenses, depreciation, taxes, and return on investment. “Water System” means all structures, conduits, and appurtenances by means of which water is delivered to consumers, except piping and fixtures inside buildings served and service pipes from buildings to street mains. Section 1.02. Rules of Interpretation Unless the context clearly indicates to the contrary, the following rules shall apply to the context of this FAA: (a) Words importing the singular number shall include the plural number and vice versa, and one gender shall include all genders. (b) All references herein to particular articles or sections are references to articles or sections of this FAA. (c) The captions and headings herein are solely for convenience of reference and shall not constitute a part of this FAA, nor shall they affect its meaning, construction, or effect. (d) The terms "hereby", "hereof", "hereto", "herein", "hereunder", and any similar terms as used in this FAA refer to this FAA in its entirety and not the particular article or section of this FAA in which they appear. The term "hereafter" means after and the term "heretofore" means before the date of delivery of this FAA. (e) All accounting terms not otherwise defined in this FAA have the meanings assigned to them in accordance with generally accepted accounting principles, and all computations provided for herein shall be made in accordance with generally accepted accounting principles. ARTICLE II REPRESENTATIONS Section 2.01. Representations of the SDWLP The SDWLP represents and warrants as follows: (a) Reserved. (b) Pursuant to the Statute, the SDWLP has full power and authority to execute and deliver this FAA, consummate the transactions contemplated hereby, and perform its obligations hereunder. (c) The SDWLP is not in violation of any of the provisions of the Constitution or laws of the State which would affect its powers referred to in the preceding paragraph (b). (d) Reserved. (e) The execution and delivery by the SDWLP of this FAA and the consummation of the transactions contemplated by this FAA shall not violate any indenture, mortgage, deed of trust, note, agreement, or other contract or instrument to which the State is a party, or by which it is bound, or, to the best of the SDWLP’s knowledge, any judgment, decree, order, statute, rule, or regulation applicable to the SDWLP; all consents, approvals, authorizations, and orders of governmental or regulatory authorities that are required for the consummation of the transactions contemplated thereby have been obtained. (f) To the knowledge of the SDWLP, there is no action, suit, proceeding, or investigation, at law or in equity, before or by any court, public board, or body, threatened against, pending, or 6 affecting the SDWLP, or, to the knowledge of the SDWLP, any basis therefore, wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated hereby or which, in any way, could adversely affect the validity of this FAA or any agreement or instrument to which the State is a party and which is used or contemplated for use in consummation of the transactions contemplated by each of the foregoing. (g) The Project is on the DNR funding list for the 2024 state fiscal year. Section 2.02. Representations of the Municipality The Municipality represents, and warrants as of the date of this FAA, and with respect to paragraphs (n), (s), (u), and (ee) covenants throughout the term of this FAA, as follows: (a) The Municipality possesses the legal municipal form of a city under ch. 62, Wis. Stats. The Municipality is located within the State and is a "municipality" within the meaning of the Statute, duly organized and existing under the laws of the State, and has full legal right, power, and authority to: (1) conduct its business and own its properties, (2) enter into this FAA, (3) adopt the Municipal Obligation Resolution, (4) issue and deliver the Municipal Obligations to the SDWLP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The Municipality is in compliance with its Water Diversion Permit (if any). (c) With respect to the issuance of the Municipal Obligations, the Municipality has complied with the Municipal Obligation Resolution and with all applicable laws of the State. (d) The governing body of the Municipality has duly approved the execution and delivery of this FAA and the issuance and delivery of the Municipal Obligations in the aggregate principal amount of $275,000 and authorized the taking of any and all action as may be required on the part of the Municipality and its authorized officers to carry out, give effect to, and consummate the transactions contemplated by each of the foregoing. (e) This FAA and the Municipal Obligations have each been duly authorized, executed, and delivered, and constitute legal, valid, and binding obligations of the Municipality, enforceable in accordance with their respective terms. (f) To the knowledge of the Municipality, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, public board, or body, threatened against, pending, or affecting the Municipality, or to the knowledge of the Municipality any basis therefor: (1) affecting the creation, organization, or existence of the Municipality or the title of its officers to their respective offices; (2) seeking to prohibit, restrain, or enjoin the execution of this FAA or the issuance or delivery of the Municipal Obligations; (3) in any way contesting or affecting the validity or enforceability of the Municipal Obligation Resolution, the Municipal Obligations, this FAA, or any agreement or instrument relating to any of the foregoing or used or contemplated for use in the consummation of the transactions contemplated by this FAA; or 7 (4) wherein an unfavorable decision, ruling, or finding could adversely affect the transactions contemplated hereby or by the Municipal Obligation Resolution or the Municipal Obligations. (g) The Municipality is not in any material respect in breach of or in default under any applicable law or administrative regulation of the State or the United States, any applicable judgment or decree, or any agreement or other instrument to which the Municipality is a party, or by which it or any of its properties is bound, and no event has occurred that, with the passage of time, the giving of notice, or both, could constitute such a breach or default. The execution and delivery of this FAA, the issuance and delivery of the Municipal Obligations, the adoption of the Municipal Obligation Resolution, and compliance with the respective provisions thereof shall not conflict with, or constitute a breach of or default under, any applicable law or administrative regulation of the State or of the United States, any applicable judgment or decree, or any agreement or other instrument to which the Municipality is a party, or by which it or any of its property is bound. (h) The Municipal Obligations constitute validly-issued and legally-binding general obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the Financial Assistance and authorizing the execution and delivery of this FAA and the transactions contemplated hereunder and the Municipal Obligation Resolution have been duly adopted by the Municipality and remain in full force and effect as of the date hereof. (j) The Municipality has full legal right and authority and all necessary permits, licenses, easements, and approvals (other than such permits, licenses, easements, or approvals that are not by their nature obtainable prior to Substantial Completion of the Project) required as of the date hereof to own any public portion of the Project, carry on its activities relating thereto, undertake and complete or cause the property owner to undertake and complete the Project, and carry out and consummate all transactions contemplated by this FAA. (k) The Municipality represents that it has not made any commitment or taken any action that shall result in a valid claim for any finders' or similar fees or commitments in respect to the issuance and sale of the Municipal Obligations and the making of the Loan under this FAA. (l) The Project is eligible under s. 281.61(2), Wis. Stats., for financing from the SDWLP, and the Project Costs are equal to or in excess of the principal amount of the Municipal Obligations. The Project has satisfied the requirements of the State Environmental Review Procedures contained in the Regulations. Portions of the Project that are ineligible for financing from the SDWLP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality intends the Project to be eligible under the Statute throughout the term of this FAA. (m) All amounts shown in Exhibit A of this FAA are costs of a Project eligible for financial assistance from the SDWLP under the Statute. All proceeds of any borrowing of the Municipality that have been spent and which are being refinanced with the proceeds of the Financial Assistance made hereunder have been spent on eligible Project Costs. All Project Costs are reasonable, necessary, and allocable by the Municipality to the Project under generally accepted accounting principles. None of the proceeds of the Financial Assistance shall be used directly or indirectly by the Municipality as working capital or to finance inventory, as opposed to capital improvements. (n) The Project is and shall remain in compliance with all applicable federal, state, and local laws and ordinances (including rules and regulations) relating to zoning, building, safety, and environmental quality. The Municipality has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The Municipality intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. 8 (o) Reserved. (p) The Municipality shall not take or omit to take any action which action or omission shall in any way cause the proceeds of the Bonds to be applied in a manner contrary to that provided in the Program Resolution. (q) Reserved. (r) Reserved. (s) The Municipality represents that it has satisfied and shall continue to satisfy all the applicable requirements in ss. 281.61(4), (5), and (8m), Wis. Stats., ch. NR 166, Wis. Adm. Code, and ch. 145 Wis. Stats. (t) The Municipality has levied a tax that will generate annually sufficient revenue to pay the principal of and interest on the Municipal Obligations. (u) The Municipality is in substantial compliance and shall remain in substantial compliance with all applicable conditions, requirements, and terms of financial assistance previously awarded through any federal construction grants program, the Wisconsin Fund construction grants program, the SDWLP, or the CWFP. (v) Reserved. (w) Reserved. (x) If a municipality fails to make a principal repayment or interest payment after its due date, the department of administration shall place on file a certified statement of all amounts due under this section and s. 281.58 or 281.61 or s. 281.60, 2021 stats. After consulting the department, the department of administration may collect all amounts due by deducting those amounts from any state payments due the municipality or may add a special charge to the amount of taxes apportioned to and levied upon the county under s. 70.60. If the department of administration collects amounts due, it shall remit those amounts to the fund to which they are due and notify the department of that action. (y) The Municipality acknowledges that the State reserves the right upon default by the Municipality hereunder to have a receiver appointed to collect User Fees from the operation of the Water System or, in the case of a joint utility system, to bill the users of the Water System directly. (z) The representations of the Municipality in the Application are true and correct as of the date of this FAA and are incorporated herein by reference as if fully set forth in this place. (aa) There has been no material adverse change in the financial condition or operation of the Municipality or the Project since the submission date of the Application. (bb) Reserved. (cc) The Municipality acknowledges that it is eligible to receive Financial Assistance in the form of a Loan of $1,100,000 with Principal Forgiveness of $825,000 for payment of Project Costs. (dd) The Municipality acknowledges that they have final responsibility for assuring compliance with all federal requirements of the Lead Service Line Replacement Program whether the work is 9 completed under a municipally-bid contract or completed utilizing a prequalified list of plumbers and contractors from which property owners contract directly. (ee) The Municipality has met all terms and conditions contained herein and certifies that the Project funded through this agreement will result in the entire Service Line being lead-free and that no partial replacement will result in a Service Line that is still partially lead. ARTICLE III LOAN PROVISIONS Section 3.01. Loan Clauses (a) Subject to the conditions and in accordance with the terms of this FAA, the SDWLP hereby agrees to make the Loan, and the Municipality agrees to accept the Loan. As evidence of the portion of the Loan made to the Municipality remaining subsequent to the Principal Forgiveness, the Municipality hereby agrees to sell to the SDWLP Municipal Obligations in the aggregate principal amount of $275,000. The SDWLP shall pay for the Municipal Obligations in lawful money of the United States, which shall be disbursed as provided in this FAA. (b) Prior to disbursement, Loan proceeds shall be held by the SDWLP or by the Trustee for the account of the SDWLP. Earnings on undisbursed Loan proceeds shall be for the account of the SDWLP. Loan proceeds shall be disbursed only upon submission by the Municipality of disbursement requests and approval thereof as set forth in Section 3.05 hereof. (c) The Loan shall bear interest at the rate of zero and 250/1000ths percent (0.250) per annum, and interest shall accrue and be payable only on Loan principal amounts actually disbursed on the Municipal from the date of disbursement until the date such amounts are repaid or forgiven. (d) Disbursements of Financial Assistance shall generally be made: first in the form of Loan disbursements that include the applicable percentage of Principal Forgiveness up to $825,000; and second, if the Principal Forgiveness cap has been reached, in the form of Loan disbursements on the Municipal Obligations. Principal Forgiveness will be applied at the time of Loan disbursement. (e) The Department of Administration shall maintain a Loan Disbursement Table on its website http://eif.doa.wi.gov/start.asp [eif.doa.wi.gov]. DOA shall make entries as each disbursement is made and as each principal amount is repaid; the CWFP and the Municipality agree that such entries shall be mutually binding. (f) Upon Final Completion of the Project, DOA may request that the Municipality issue substitute Municipal Obligations in the aggregate principal amount equal to the outstanding principal balance of the Municipal Obligations. (g) The Municipality shall deliver, or cause to be delivered, a Municipal Obligation Counsel Opinion to the SDWLP concurrently with the delivery of the Municipal Obligations. Section 3.02. Municipal Obligations Amortization Principal and interest payments on the Municipal Obligations shall be due on the dates set forth in Exhibit B of this FAA. The payment amounts shown on Exhibit B are for informational purposes only and assume the full amount of the Municipal Obligations is disbursed and that the full amount of Principal Forgiveness available is applied to the Loan on September 25, 2024. It is understood that the actual amounts of the Municipality’s Municipal Obligations payments shall be based on the actual dates and amounts of disbursements on the Municipal Obligations. Notwithstanding the foregoing or anything in the Municipal Obligations, the Municipal Obligations shall be for no longer than ten (10) years from the date of this FAA and shall mature and be 10 fully amortized not later than ten (10) years after the original issue date of the Municipal Obligations. Repayment of principal on the Municipal Obligations shall begin not later than twelve (12) months after the expected or actual Substantial Completion date of the Project. Section 3.03. Type of Municipal Obligation and Security The Municipality's obligation to meet annual debt service requirements on the Municipal Obligations shall be a general obligation evidenced by issuance of general obligation notes pursuant to ch. 67, Wis. Stats. The security for the Municipality's obligation to meet the annual debt service requirements shall be the full faith and credit of the Municipality and an irrepealable levy of ad valorem taxes and may include revenues of the Water System which are appropriated and irrevocably deposited in the debt service fund for the Municipal Obligations. Pursuant to s. 67.05(10), Wis. Stats., the tax levy may be reduced by the amounts of revenues so deposited. The Municipal Obligations are also secured as provided in Section 3.07 hereof. Section 3.04. Sale and Redemption of Municipal Obligations (a) Municipal Obligations may not be prepaid without the prior written consent of the SDWLP. The SDWLP has sole discretion to withhold such consent, except that excess proceeds of the collection of the special charges may be applied, on May 1 or November 1 annually, to prepay the Municipal Obligations as provided by the Municipal Obligation Resolution. (b) The Municipality shall pay all costs and expenses of the SDWLP in effecting the redemption of the Bonds to be redeemed with the proceeds of the prepayment of the Municipal Obligations. Such costs and expenses may include any prepayment premium applicable to the SDWLP and any investment losses incurred or sustained by the SDWLP resulting directly or indirectly from any such prepayment. (c) Subject to subsection (a), the Municipality may prepay the Municipal Obligations with any settlements received from any third party relating to the design or construction of the Project. (d) Prepayments of the Municipal Obligations shall be applied pro rata to all maturities of the Municipal Obligations. Section 3.05. Disbursement of Financial Assistance (a) Under this FAA, Financial Assistance shall be drawn in the order specified in Section 3.01(d) of this document. (b) Each disbursement request shall be delivered to DNR. Each request must contain invoices or other evidence acceptable to DNR and DOA that Project Costs for which disbursement of Financial Assistance is requested have been incurred by the Municipality or the applicable private property owner. (c) The SDWLP, through its agents or Trustee, plans to make disbursements of Financial Assistance on a semimonthly basis upon approval of each disbursement request by DNR and DOA. Such approval by DNR and DOA may require adjustment and corrections to the disbursement request submitted by the Municipality. The Municipality shall be notified whenever such an adjustment or correction is made by DNR or DOA. (d) Disbursements made to the Municipality are subject to pre- and post-payment adjustments by DNR or DOA. (1) If the Financial Assistance is not yet fully disbursed, and SDWLP funds were previously disbursed for costs not eligible for SDWLP funding or not eligible under this FAA, the SDWLP shall make necessary adjustments to future disbursements. 11 (2) If the Financial Assistance is fully disbursed, including disbursements for any costs not eligible for SDWLP funding or not eligible under this FAA, the Municipality agrees to repay to the SDWLP an amount equal to the non-eligible costs within 60 days of notification by DNR or DOA. The SDWLP shall then apply the amount it receives as a Loan prepayment or as a recovery of a Loan disbursement with Principal Forgiveness (if there is no outstanding Loan principal balance available to which the recovery may be applied). (e) The SDWLP or its agent shall disburse Financial Assistance only to the Municipality's account by electronic transfer of funds. The Municipality hereby covenants that it shall take actions and provide information necessary to facilitate these transfers. (f) Disbursement to the Municipality beyond ninety-five percent (95%) of the total Financial Assistance, unless otherwise agreed to by DNR and DOA pursuant to a written request from the Municipality, may be withheld until: (1) DNR is satisfied that the Project has been completed, and DNR has approved all change orders relating to the Project; (2) the Municipality certifies to DNR its acceptance of the Project from its contractors, if applicable; (3) the Municipality certifies in writing to DNR its compliance with applicable Federal requirements (certification must be as prescribed on Exhibit C); (4) the Municipality furnishes reports and provides data and such other information as SDWLP may require prior to Project closeout; and (5) DNR certifies in writing to DOA the Municipality’s compliance with all applicable requirements of this FAA. Section 3.06. Remedies (a) If the Municipality or any agent thereof: (1) is not complying with federal or state laws, regulations, or requirements relating to the Project, and following due notice by DNR the Project is not brought into compliance within a reasonable period of time; or (2) is not complying with or is in violation of any provision set forth in this FAA; or (3) is not in compliance with the Statute or the Regulations; then DNR may, until the Project is brought into compliance or the FAA non-compliance is cured to the satisfaction of DNR or DOA, impose one (1) or more of the following sanctions: (i) Progress payments or disbursements otherwise due the Municipality of up to 20% may be withheld. (ii) Project work may be suspended. (iii) DNR may request a court of appropriate jurisdiction to enter an injunction or afford other equitable or judicial relief as the court finds appropriate. 12 (iv) Other administrative remedies may be pursued. (b) If the Municipality fails to make any payment when due on the Municipal Obligations or fails to observe or perform any other covenant, condition, or agreement on its part under this FAA for a period of thirty (30) days after written notice is given to the Municipality by DNR, specifying the default and requesting that it be remedied, the SDWLP is provided remedies by law and this FAA. These remedies include, but are not limited to, the following rights: (1) Pursuant to s. 281.59(11)(b), Wis. Stats., DOA shall place on file a certified statement of all amounts due the SDWLP under this FAA. DOA may collect all amounts due the SDWLP by deducting those amounts from any State payments due the Municipality or adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located under s. 70.60, Wis. Stats. (2) The SDWLP may, without giving bond to the Municipality or anyone claiming under it, have a receiver appointed for the SDWLP’s benefit of the Project and the Water System and of the earnings, income, rents, issues, and profits thereof, with such powers as the court making such appointment shall confer. The Municipality hereby irrevocably consents to such appointment. (3) In the case of a joint utility system, the SDWLP may bill the users of the Water system directly. (4) The SDWLP may declare the principal amount of the Municipal Obligations immediately due and payable. (5) The SDWLP may enforce any right or obligation under this FAA, including the right to seek specific performance or mandamus, whether such action is at law or in equity. (6) The SDWLP may increase the interest rate set forth in Section 3.01 hereof to the market interest rate as defined in the Statute and Regulations. Section 3.07. Security for the Municipal Obligations As security for the Municipal Obligations, the Municipality hereby pledges the full faith and credit of the Municipality and an irrepealable levy of ad valorem taxes (which is a dedicated source of revenue) in accordance with the terms of the Municipal Obligation Resolution. Section 3.08. Effective Date and Term This FAA shall become effective upon its execution and delivery by the parties hereto, shall remain in full force and effect from such date, and shall expire on such date as the Municipal Obligations shall be discharged and satisfied in accordance with the provisions thereof. Section 3.09. Other Amounts Payable The Municipality hereby expressly agrees to pay to the SDWLP: (a) such Servicing Fee as the SDWLP may impose pursuant to s. 281.61(5)(b), Wis. Stats., which shall be payable in semiannual installments on each interest payment date; such a Servicing Fee shall be imposed upon the Municipality after approval of a future Biennial Finance Plan by the State of Wisconsin Building Commission which contains a Servicing Fee requirement, schedule, and amount; and (b) the Municipality's allocable share of the Fees and Charges as such costs are incurred. Allocable share shall mean the proportionate share of the Fees and Charges based on the outstanding principal of the Loan. Amounts paid by the Municipality pursuant to this Section 3.09 shall be deposited in the Equity Fund established pursuant to the Program Resolution. 13 ARTICLE IV CONSTRUCTION OF THE PROJECT Section 4.01. Insurance When utilizing a municipally-bid contract, the Municipality agrees to maintain property and liability insurance for the Project that is reasonable in amount and coverage and that is consistent with prudent municipal insurance practices for the term of this FAA. The Municipality agrees to provide written evidence of insurance coverage to the SDWLP upon request at any time during the term of this FAA. In the event the Project is damaged or destroyed, the Municipality agrees to use the proceeds from its insurance coverage either to repay the Loan or to repair or replace the Project. Section 4.02. Construction of the Project (a) The Municipality shall construct the Project, or cause it to be constructed, to Final Completion in accordance with the Application. The Municipality shall proceed with the acquisition and construction of the Project in conformity with law and with all applicable requirements of governmental authorities having jurisdiction with respect thereto. (b) During construction of the Project, if a Lead Service Line is replaced that results in creation of a partial Lead Service Line due to the remaining portion of the Service Line also containing lead, or containing galvanized iron or galvanized steel that is or has been downstream of lead, the SDWLP shall not provide funding for the Lead Service Line replacement until the remaining side of the Service Line has also been replaced. (c) Pitcher filters or point-of-use filtration that have been certified to NSF/ANSI 53 for the reduction of lead shall be provided from the start of replacement until at least six months following completion of the replacement. The Municipality shall attempt to replace a Service Line in its entirety within 45 days of the start of construction on the Lead Service Line. In no case shall the full replacement period exceed 180 days. Section 4.03. Performance Bonds The Municipality shall provide, or cause to be provided, performance bonds assuring the performance of the work to be performed under any municipally-bid construction contracts entered into with respect to the Project. All performance bonds required hereunder shall be issued by independent surety companies authorized to transact business in the State. Section 4.04. Completion of the Project (a) The Municipality agrees that it shall undertake and complete the Project for the purposes and in the manner set forth in this FAA and in accordance with all federal, state, and local laws, ordinances, and regulations applicable thereto. The Municipality shall, with all practical dispatch and in a sound and economical manner, complete or cause to be completed the acquisition and construction of the Project and do all other acts necessary and possible to entitle it to receive User Fees with respect to the Project at the earliest practicable time. The Municipality or the applicable property owner shall obtain all necessary approvals from any and all governmental agencies prior to construction which are requisite to the Final Completion of the Project. (b) The Municipality shall notify DNR of the Substantial Completion of the Project. At or prior to completion of the Project, the Municipality shall cause to be prepared for the Project documentation which will include, for each replacement: (1) property address, (2) property type (residential, school, daycare, commercial, other), 14 (3) original Service Line material, (4) new Service Line material; and (5) Service Line ownership (public, private, both). (c) As applicable, the Municipality shall take and institute such proceedings as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently and in accordance with the terms of the contracts including, without limitation, the correcting of defective work. (d) Upon Final Completion of the Project, the Municipality shall: (1) complete and deliver to DNR the documentation described in Section 4.04(b) above; (2) prepare and deliver to DNR the completed Federal Requirements Compliance Certification attached hereto as Exhibit E of this FAA; and (3) if the Project included work performed under a municipally-bid contract, prepare and deliver to DNR the completed Contract Utilization of Disadvantaged Business Enterprises (DBE) form attached hereto as Exhibit E of this FAA. Section 4.05. Payment of Additional Project Costs (a) In the event of revised eligibility determinations, cost overruns, and amendments exceeding the Financial Assistance amount, the SDWLP may allocate additional financial assistance to the Project. The allocation of additional financial assistance may be in the form of a loan at less than the market interest rate, which is established pursuant to the Statute and Regulations. The allocation of additional financial assistance, which shall be at the sole discretion of the State, depends on, among other things, the availability of funds pursuant to the Statute and the Regulations. (b) In the event this Financial Assistance is not sufficient to pay the costs of the Project in full, the Municipality shall nonetheless complete the Project and pay that portion of the Project Costs as may be in excess of available Financial Assistance, and shall not be entitled to any reimbursement thereof from the SDWLP, or bonds issued to fund Financial Assistance, except from the proceeds of additional financing which may be provided by the SDWLP pursuant to an amendment of this FAA or through a separate financial assistance agreement. Section 4.06. No Warranty Regarding Condition, Suitability, or Cost of Project Neither the SDWLP, DOA or DNR makes any warranty, either express or implied, as to the Project or its condition, or that it shall be suitable for the Municipality's purposes or needs, or that the Financial Assistance shall be sufficient to pay the costs of the Project. Review or approval of engineering reports, facilities plans, the plans and specifications, or other documents, or the inspection of Project construction by DNR, does not relieve the Municipality of its responsibility to properly plan, design, and build the Project as required by laws, regulations, permits, and good management practices. DNR or its representatives are not responsible for increased costs resulting from defects in the Project documents. Nothing in this section prohibits a Municipality from requiring more assurances, guarantees, indemnity, or other contractual requirements from any party performing Project work. ARTICLE V COVENANTS Section 5.01. Application of Financial Assistance The Municipality shall apply the proceeds of the Financial Assistance solely to Project Costs. 15 Section 5.02. Reserved Section 5.03. Compliance with Law At all times during construction of the Project the Municipality shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations, permits, and approvals, including, without limitation, the Statute, the Regulations, and the Water Diversion Permit (if any), and with this FAA. Section 5.04. Reserved Section 5.05. Establishment of Project Accounts; Audits (a) The Municipality shall maintain Project accounts in accordance with generally accepted accounting principles (GAAP), including standards relating to the reporting of infrastructure assets and directions issued by the SDWLP. Without any request the Municipality shall furnish to DOA as soon as available, and in any event within one hundred eighty (180) days after the close of each fiscal year, a copy of the audit report for such year and accompanying GAAP-based financial statements for such period, as examined and reported by independent certified public accountants of recognized standing selected by the Municipality and reasonably satisfactory to DOA, whose reports shall indicate that the accompanying financial statements have been prepared in conformity with GAAP and include standards relating to the reporting of infrastructure assets. (b) The Municipality shall maintain a separate account that reflects the receipt and expenditure of all SDWLP funds for the Project. All Financial Assistance shall be credited promptly upon receipt thereof and shall be reimbursement for or expended only for Project Costs. The Municipality shall: permit any authorized representative of DNR or DOA, or agents thereof, the right to review or audit all records relating to the Project or the Financial Assistance; produce, or cause to be produced, all records relating to any work performed under the terms of this FAA for examination at such times as may be designated by any of them; permit extracts and copies of the Project records to be made by any of them; and fulfill information requests by any of them. Section 5.06. Records The Municipality shall retain all files, books, documents, and records relating to construction of the Project for at least three years following the date of Final Completion of the Project, or for longer periods if necessary due to any appeal, dispute, or litigation. All other files and records relating to the Project shall be retained so long as this FAA remains in effect. Section 5.07. Project Areas The Municipality shall permit representatives of DNR access to the Project records at all reasonable times, include provisions in any municipally-bid contracts permitting access during construction, and allow extracts and copies of Project records to be made by DNR representatives. Section 5.08. Engineering Inspection When utilizing a municipally-bid contract, the Municipality shall provide competent and adequate inspection of all Project construction under the direction of a professional engineer licensed in the State. The Municipality shall direct such engineer to inspect work necessary for the construction of the Project and to determine whether such work has been performed in accordance with applicable building codes. Section 5.09. Reserved Section 5.10. User Fee Covenant (a) The Municipality hereby certifies that it has adopted and shall charge User Fees with respect to the Project in accordance with applicable laws and the Statute and in amounts such that revenues of the Municipality with respect to the Project shall be sufficient, together with other 16 funds available to the Municipality for such purposes, to pay all costs of operating and maintaining the Project in accordance with this FAA. (b) The Municipality covenants that it shall adopt, and adequately maintain for the design life of the Project, a system of User Fees with respect to the Project. The Municipality covenants that it shall, from time to time, revise and charge User Fees with respect to the Project such that the revenues and funds described in paragraph (a) shall be sufficient to pay the costs described in paragraph (a). Section 5.11. Notice of Impaired System The Municipality shall promptly notify DNR and DOA in the case of: any material damage to or destruction of the Project or any part thereof; any actual or threatened proceedings for the purpose of taking or otherwise affecting by condemnation, eminent domain, or otherwise, all or a part of the Project; or any action, suit, or proceeding at law or in equity, or by or before any governmental instrumentality or agency, or any other event which may impair the ability of the Municipality to construct the Project, or set and collect User Fees as set forth in Section 5.10. Section 5.12. Hold Harmless The Municipality shall save, keep harmless, and defend DNR and DOA, and all their officers, employees, and agents, against any and all liability, claims, and costs of whatever kind and nature for injury to or death of any person or persons and for loss or damage to any property occurring in connection with or in any way incident to or arising out of the construction, occupancy, use, service, operation, or performance of work in connection with the Project, or acts or omissions of the Municipality's employees, agents, or representatives. Section 5.13. Nondiscrimination Covenant (a) In connection with the Project, the Municipality agrees to comply with fair employment practices pursuant to subchapter II of ch. 111, Wis. Stats. This provision shall include, but is not limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Municipality agrees to post in conspicuous places, available for employees and applicants for employment, notices setting forth the provision of the nondiscrimination clause. (b) The Municipality shall incorporate the following provision into all Project contracts which have yet to be executed: "In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant because of age, race, religion, color, handicap, sex, physical condition, developmental disability, or national origin. The contractor further agrees to comply with fair employment practices pursuant to subchapter II of ch. 111, Wis. Stats. This provision shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor further agrees to take affirmative action to ensure equal employment opportunities for persons with disabilities. The contractor agrees to post in conspicuous places, available for employees and applicants for employment, notices setting forth the provisions of the nondiscrimination clause." Section 5.14. Employees The Municipality or its employees or agents are not employees or agents of the DNR or DOA for any purpose including worker's compensation. Section 5.15. Adequate Funds The Municipality shall have sufficient funds available to repay the Municipal Obligations. Section 5.16. Management When utilizing a municipally-bid contract, the Municipality shall provide and maintain competent and adequate management, supervision, and inspection at the construction site to ensure that the completed work conforms to applicable building codes. The Municipality shall furnish progress reports and such other information as DNR may require. 17 Section 5.17. Reimbursement Any disbursement of Financial Assistance to the Municipality in excess of the amount determined by final audit to be due the Municipality shall be reimbursed to DOA within 60 days after DNR or DOA provides a notice stating the amount of excess funds disbursed. Section 5.18. Unpaid User Fees The Municipality shall, to the fullest extent permitted by law, take all actions necessary to certify any unpaid User Fees to the county treasurer in order that such unpaid User Fees shall be added as a special charge to the property tax bill of the user. Section 5.19. Rebates The Municipality agrees to pay to the SDWLP any refunds, rebates, credits, or other amounts received for Project Costs for which disbursement of funds has already been made by the SDWLP. The SDWLP shall then apply the amount it receives as a Loan prepayment or as a recovery of a Loan disbursement with Principal Forgiveness (if there is no outstanding principal balance for the Project). Section 5.20. Maintenance of Legal Existence (a) Except as provided in par. (b), the Municipality shall maintain its legal existence and shall not dissolve or otherwise dispose of all or substantially all of its assets and shall not consolidate with or merge into another legal entity. (b) A Municipality may consolidate with or merge into any other legal entity, dissolve or otherwise dispose of all of its assets or substantially all of its assets, or transfer all or substantially all of its assets to another legal entity (and thereafter be released of all further obligation under this FAA and the Municipal Obligations) if: (1) the resulting, surviving, or transferee legal entity is a legal entity established and duly existing under the laws of Wisconsin; (2) such resulting, surviving, or transferee legal entity is eligible to receive financial assistance under the Statute; (3) such resulting, surviving, or transferee legal entity expressly assumes in writing all of the obligations of the Municipality contained in this FAA and the Municipal Obligations and any other documents the SDWLP deems reasonably necessary to protect its environmental and credit interests; and (4) the SDWLP consents in writing to such transaction, which consent may be withheld in the absolute discretion of the SDWLP. Section 5.21. Wage Rate Requirements The Municipality represents that it shall comply with Section 1450(e) of the Act (42 USC 300j-9(e)), as applicable, which requires that all laborers and mechanics employed by contractors and subcontractors funded directly by, or assisted in whole or in part with, funding under the Loan shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor (DOL) in accordance with subchapter IV of chapter 31 of title 40, United States Code. Detail regarding applicability is provided in the Project Manager Summary (Exhibit F). Section 5.22. American Iron and Steel and Build America, Buy America The Municipality agrees to comply with all federal requirements applicable to the Project, including those imposed by the Infrastructure Investment and Jobs Act, which the Municipality understands requires that all iron and steel, manufactured products, and construction materials used in the Project are to be produced in the United States (Build America, Buy America requirements) unless the Municipality requested and obtained a waiver from the cognizant agency pertaining to the Project or the Project is otherwise covered by a general applicability waiver. 18 If the Municipality is exempt from Build America, Buy America requirements due to a waiver, the Municipality shall comply with the requirements for use of American Iron and Steel contained in Public Law 115 -114 for products used in the Project that are made primarily of iron and/or steel. If the Municipality is not exempt from Build America, Buy America requirements, EPA views the American Iron and Steel requirements as meeting the iron and steel product requirements of Build America, Buy America Section 70914. The Municipality agrees to comply with all record keeping and reporting requirements under all applicable legal authorities, including any reports required by the funding authority (such as EPA and/or the SDWLP), such as records regarding performance indicators of program deliverables, information on costs, and Project progress reports. The Municipality understands that: (i) each contract and subcontract related to the Project is subject to audit by appropriate federal and state entities, and (ii) failure to comply with the applicable legal requirements and this FAA may result in a default hereunder that results in: a repayment of the assistance agreement in advance of the maturity of the Bonds; termination and/or repayment of grants, cooperative agreements, or direct assistance; or other remedial actions. Section 5.23. Federal Single Audit At the time of signing of this FAA, the funds awarded to the Municipality for this Project are considered to be subject to federal single audit requirements, but such consideration may change subsequent to this FAA if any changes are made to federal single audit requirements applicable to municipalities. To the extent applicable, the Municipality shall comply with the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Rewards (Uniform Guidance). For auditor’s reference, the SDWLP Project falls under Catalog of Federal Domestic Assistance number 66.468. Without any request the Municipality shall furnish to DOA, at doaeif@wisconsin.gov as soon as available, and in any event within 30 days after completion, the Federal Single Audit. Notification must include acknowledgement of any SRF findings and/or resolution to prior year findings. Section 5.24. Bipartisan Infrastructure Law Signage The Municipality agrees to comply with all signage requirements as described in the Implementing the BIL Signage Requirement Packet (available at https://dnr.wisconsin.gov/sites/default/files/topic/Aid/loans/BILsignageReqPacket.pdf). Section 5.25. Federal Equivalency Project The Municipality covenants that the Project shall comply with federal requirements applicable to activities supported with federal funds, a list of which is included as Exhibit G of this FAA. ARTICLE VI MISCELLANEOUS Section 6.01. Notices All notices, certificates, or other communications hereunder shall be sufficiently given, and shall be deemed given, when hand delivered or mailed by registered or certified mail, postage prepaid, return receipt requested to the addresses set forth below: (a) DEPARTMENT OF ADMINISTRATION OFFICE OF CAPITAL FINANCE SAFE DRINKING WATER LOAN PROGRAM 101 EAST WILSON STREET 10TH FLOOR MADISON WI 53702-0004 OR PO BOX 7864 MADISON WI 53707-7864 19 (b) DEPARTMENT OF NATURAL RESOURCES BUREAU OF COMMUNITY FINANCIAL ASSISTANCE 101 SOUTH WEBSTER STREET CF/2 MADISON WI 53702-0005 OR PO BOX 7921 MADISON WI 53707-7921 (c) US BANK CORP TRUST MATTHEW HAMILTON EP-MN-WS3T 60 LIVINGSTON AVENUE ST PAUL MN 55101-2292 (d) CITY OF JANESVILLE 18 NORTH JACKSON STREET PO BOX 5005 JANESVILLE WI 53547-5005 Any of the foregoing parties may designate any further or different addresses to which subsequent notices, certificates, or other communications shall be sent, by notice in writing given to the others. Any notice herein shall be delivered simultaneously to DNR and DOA. Section 6.02. Binding Effect This FAA shall be for the benefit of, and shall be binding upon, the SDWLP and the Municipality, and their respective successors and assigns. Section 6.03. Severability In the event any provision of this FAA shall be held illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable, or otherwise affect any other provision hereof. Section 6.04. Amendments, Supplements, and Modifications This FAA may be amended, supplemented, or modified to provide for additional financial assistance for the Project by the SDWLP to the Municipality or for other purposes. All amendments, supplements, and modifications shall be in writing between the SDWLP by DNR and DOA acting under authority of the Statute and the Municipality. Section 6.05. Execution in Counterparts This FAA may be executed in several counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument. Section 6.06. Applicable Law This FAA shall be governed by and construed in accordance with the laws of the State, including the Statute. Section 6.07. Benefit of Financial Assistance Agreement This FAA is executed, among other reasons, to induce the purchase of the Municipal Obligations. Accordingly, all duties, covenants, obligations, and agreements of the Municipality herein contained are hereby declared to be for the benefit of, and are enforceable by, the SDWLP, the Trustee, or their authorized agents. Section 6.08. Further Assurances The Municipality shall, at the request of DNR and DOA, authorize, execute, acknowledge, and deliver such further resolutions, conveyances, transfers, assurances, financing statements, and other instruments as may be necessary or desirable for: better assuring, conveying, awarding, assigning, and confirming the rights, security interests, and agreements awarded or intended to be awarded by this FAA and relating to the Municipal Obligations. Section 6.09. Assignment of Municipal Obligations The Municipality hereby agrees that the Municipal Obligations may be sold, transferred, pledged, or hypothecated to any third party without the consent of the Municipality. 20 Section 6.10. Covenant by Municipality as to Compliance with Program Resolution The Municipality covenants and agrees that it shall comply with the provisions of the Program Resolution with respect to the Municipality, and that the Trustee and the owners of the Bonds shall have the power and authority provided in the Program Resolution. The Municipality further agrees to aid in the furnishing to DNR, DOA, or the Trustee of opinions that may be required under the Program Resolution. Section 6.11. Termination This FAA may be terminated in whole or in part pursuant to one or more of the following: (a) The SDWLP and the Municipality may enter into an agreement to terminate this FAA at any time. The termination agreement shall establish the effective date of termination of this FAA, the basis for settlement of termination costs, and the amount and date of payment of any sums due either party. (b) If the Municipality wishes to unilaterally terminate all or any part of the Project work for which Financial Assistance has been awarded, the Municipality shall promptly give written notice to DNR. If the SDWLP determines that there is a reasonable basis for the requested termination, the SDWLP may enter into a termination agreement, including provisions for FAA termination costs, effective with the date of cessation of the Project work by the Municipality. If the SDWLP determines that the Municipality has ceased work on the Project without reasonable basis, the SDWLP may unilaterally terminate Financial Assistance or rescind this FAA. Section 6.12. Rescission The SDWLP may rescind this FAA prior to the first disbursement of any funds hereunder if it determines that: (a) there has been substantial non-performance of the Project work by the recipient without justification under the circumstances; (b) there is substantial evidence this FAA was obtained by fraud; (c) there is substantial evidence of gross abuse or corrupt practices in the administration of the Project; (d) the Municipality has failed to comply with the covenants contained in this FAA; or (e) any of the representations of the Municipality contained in this FAA were false in any material respect. 21 IN WITNESS WHEREOF, the SDWLP and the Municipality have caused this FAA to be executed and delivered, as of the date and year first written above. CITY OF JANESVILLE By:__________________________________ Kevin M. Lahner City Manager Attest:_________________________________ Lorena Rae Stottler City Clerk-Treasurer STATE OF WISCONSIN DEPARTMENT OF ADMINISTRATION By:___________________________________ Authorized Officer STATE OF WISCONSIN DEPARTMENT OF NATURAL RESOURCES By:_________________________________ Authorized Officer A - 1 EXHIBIT A PROJECT BUDGET SHEET CITY OF JANESVILLE SDWLP Project No. 5119-08 Total Project Costs/SDWLP Total Award Amount for this Project Force Account 0 Interim Financing 0 Preliminary Engineering 0 Land or Easement Acquisition 0 Engineering/Construction Mgmt. 0 Construction/Equipment 1,100,000 Contingency 0 Miscellaneous Costs 0 SDWLP Closing Costs 0 TOTAL $1,100,000 Principal Forgiveness Amount (A) $825,000 Net SDW Loan Amount $275,000 (A) Principal Forgiveness is calculated and awarded up to 75% of the total Private Side Construction costs in the amount of $825,000. Janesville, City, Wisconsin Exhibit B Project # 5119-08 Safe Drinking Water LSL Project Loan Closing Date:September 25, 2024 Payment Principal Interest Interest Principal &Bond Year Calendar Year Date Payment Rate Payment Interest Debt Service Debt Service 1-May-25 0.00 0.250%412.50 412.50 412.50 0.00 1-Nov-25 0.00 0.250%343.75 343.75 0.00 756.25 1-May-26 0.00 0.250%343.75 343.75 687.50 0.00 1-Nov-26 0.00 0.250%343.75 343.75 0.00 687.50 1-May-27 34,075.35 0.250%343.75 34,419.10 34,762.85 0.00 1-Nov-27 0.00 0.250%301.16 301.16 0.00 34,720.26 1-May-28 34,160.53 0.250%301.16 34,461.69 34,762.85 0.00 1-Nov-28 0.00 0.250%258.46 258.46 0.00 34,720.15 1-May-29 34,245.93 0.250%258.46 34,504.39 34,762.85 0.00 1-Nov-29 0.00 0.250%215.65 215.65 0.00 34,720.04 1-May-30 34,331.55 0.250%215.65 34,547.20 34,762.85 0.00 1-Nov-30 0.00 0.250%172.73 172.73 0.00 34,719.93 1-May-31 34,417.38 0.250%172.73 34,590.11 34,762.84 0.00 1-Nov-31 0.00 0.250%129.71 129.71 0.00 34,719.82 1-May-32 34,503.42 0.250%129.71 34,633.13 34,762.84 0.00 1-Nov-32 0.00 0.250%86.58 86.58 0.00 34,719.71 1-May-33 34,589.68 0.250%86.58 34,676.26 34,762.84 0.00 1-Nov-33 0.00 0.250%43.35 43.35 0.00 34,719.61 1-May-34 34,676.16 0.250%43.35 34,719.51 34,762.86 34,719.51 Totals 275,000.00 4,202.78 279,202.78 279,202.78 279,202.78 Net Interest Rate 0.2500% Bond Years 1,681.1049 Average Life 6.1131 The above schedule assumes full disbursement of the loan on the loan closing date. 12-Aug-24 Wisconsin Department of Administration B - 1 Loan Payment Schedule Comments Please review the preceding loan payment schedule. It shows the dates of your first interest and principal payments. The preceding loan payment schedule assumes you draw all the loan funds on the loan closing date. Borrowers often draw loan funds over time. Interest only accrues on the funds disbursed and only after the date of each disbursement. You can view your payment schedule based on disbursements to date at http://eif.doa.wi.gov/. Select Loan Payment Schedule on the lower half of the page. You can also request loan payment information from doaeif@wisconsin.gov. You can generate additional reports at http://eif.doa.wi.gov/. Available Report Information Provided Auditor Verification Report Information commonly requested by municipal auditors. Available for completed calendar years. Loan Account History Loan disbursements, principal payments, and loan balance. Loan Payment Schedule Future principal and interest payments for disbursements. Payment History Past principal and interest payments. Disbursement History Past loan and grant disbursements. Use the Output to Excel button at the bottom of the page to create your report in Microsoft Excel. Find details on generating reports at http://eif.doa.wi.gov/siteDescr.htm. The Environmental Improvement Fund sends invoices semi-annually. You will receive an invoice approximately 45 days prior to the due date. If you have multiple loans, we will send a single invoice showing the payment amount for each loan. May 1: principal and interest payments due November 1: interest payments due For more information about your payment schedule, please email doaeif@wisconsin.gov. The first available staff will respond to your inquiry. Page B-2 City Manager's Office City Hall • 18 North Jackson Street • Janesville, WI 53546-5005 • (608) 755-3177 • www.janesvillewi.gov EXHIBIT C FEDERAL REQUIREMENTS COMPLIANCE CERTIFICATION The undersigned officials of the City of Janesville (the “Municipality”) hereby certify that, for all expenditures made for construction of DNR Project No. 5119-08 (the “Project”), the Municipality has met the prevailing wage rate requirements of the Davis-Bacon Act, as applicable. The Municipality further certifies that, after taking into account any national or project-specific waivers approved by the U.S. Environmental Protection Agency, DNR Project No. 5119-08 has met the requirements for Build America, Buy America of the Infrastructure Investment and Jobs Act, Public Law No. 117-58, §§ 70901-52, and the use of American Iron and Steel mandated under EPA’s Drinking Water State Revolving Fund Program. The above certification is determined, after due and diligent investigation, to be true and accurate to the best of my knowledge. By: _________________________________ Dated as of: ____________________ Kevin Lahner City Manager Attest: ______________________________ Dated as of: ____________________ Lorena Rae Stottler City Clerk-Treasuer C-1 Sep 23, 2024 Sep 23, 2024 D - 1 EXHIBIT D OPERATING CONTRACTS As of the date of this FAA, the Municipality does not have any contracts with private entities or other governmental units to operate its Water System. E - 1 EXHIBIT E UTILIZATION OF DISADVANTAGED BUSINESS ENTERPRISES (DBE) Notice: This form is authorized by ss. 281.58, 281.59, and 281.61, Wis. Stats. Submittal of a completed form to the Department is mandatory prior to receiving a final disbursement. Dollar amounts listed on the form should only include amounts paid under the Financial Assistance Agreement. Information collected on this form will be used for administrative purposes and may be provided to requesters to the extent required by Wisconsin’s Public Records Law [ss. 19.31–19.39, Wis. Stats.]. Municipality City of Janesville Project Number 5119-08 Project Description BIL SFY24 LSL Program Are any DBEs expected to be utilized on the project? If yes, list below. Yes No X Enter at Project Closeout DBE Firm Indicate DBE Type Construction or Non-construction* Contract Estimate ($) Actual Amount Paid to the DBE ($) Certifying Agency or List SAMPLE: ABC Engineering, LLC. X MBE WBE Other Non-construction 10,000 9,950 WisDOT MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other MBE WBE Other * Construction costs include but are not limited to paving, excavation, HVAC, plumbing, electrical, carpentry, trucking, and equipment. Non-construction costs include but are not limited to professional services, engineering, land acquisition, and supplies. I hereby certify that, to the best of my knowledge and belief, the information provided on this form is accurate and correct. Signature of Municipal Representative Date Signed Name of Person Completing This Form Email Address Phone Number F - 1 EXHIBIT F PROJECT MANAGER SUMMARY PAGE CITY OF JANESVILLE SDWLP Project No. 5119-08 1. Project Description: Janesville has been a participant in DNR’s private side Lead Service Line (LSL) replacement program going back to 2017, when their prequalified list of plumbers and contractors was first established. The Municipality has continued to replace private side LSLs where the public side was previously replaced. This Project is the latest private side LSL replacement project that is expected to replace 183 private side LSLs where the public side has previously been replaced. Eligible replacements under this FAA consist of the replacement of Lead Service Lines from the corporation stop or the curb stop of a municipally-owned water main or Service Line to the meter, or other water utility service terminal on the served property. All LSL replacements must result in complete removal of all lead components between the watermain and the connection point inside the building. Galvanized Service Lines, on the public or the private side, are considered lead for the purpose of determining whether a Lead Service Line has been completely replaced. If a Lead Service Line, including both the public portion and the private portion of the line, cannot be replaced in its entirety at one time, resulting in a Service Line that is temporarily composed partially of lead, the water utility is required to provide the customer with filtration during the time between replacements. Filters must be models that have been tested and certified to NSF/ANSI 53 for the reduction of lead. Filters must also be supplied for six months following full LSL replacement. Funding through this FAA shall not be disbursed for those lines until all lead components have been completely replaced, and such replacement is recommended to be completed within 45 days of the initial replacement of a portion of the Lead Service Line but should be replaced within 90 days, unless the public side of the Lead Service Line was replaced prior to participation in the LSL Replacement Program. Please refer to the LSL Replacement Best Practices document attached as Exhibit H. 2. Ineligible Costs: No ineligible costs were identified in the review of this Project. If the Department identifies ineligible Project Costs as the Project progresses, the Department will notify the Municipality. In general, costs that are ineligible for inclusion under this FAA include: • LSL replacements where either the public side or the private side contains lead and has not been replaced (partial replacements); • Watermain replacements, even if the watermain has lead joints; • Premise plumbing, which includes anything downstream of the normal connection point inside the home. 3. Contingency Allowance: No contingency allowance is included in the Project budget (Exhibit A). 4. DBE Good Faith Effort: Janesville was a participant in the previous two-year Private LSL Replacement Program and is continuing to use the same prequalified list of contractors at this time. The Request for Qualifications (RFQ) met the Disadvantaged Business Enterprise (DBE) Solicitation requirements when it was published in the Janesville Gazette in May 2017. Plumbers/Contractors are required to solicit for DBEs if they do any subcontracting. 5. Davis-Bacon Wage Rate Requirements: For projects where the property owner contracts directly with a plumber or contractor from a prequalified list, Davis-Bacon and Related Acts requirements apply under the following conditions: F - 2 • The property is owned in the name of a business; • The plumber/contractor is not a sole proprietor or a partnership where the owners perform all the work on the project; and • The cost of the replacement is greater than $2,000. It is the municipality’s responsibility to verify property ownership or plumber/contractor employee status in order to determine if Davis-Bacon requirements apply. 6. Build America, Buy America: This Project is subject to the Build America, Buy America requirements of Title IX of the Infrastructure Investment and Jobs Act, Public Law No. 117-58, §§ 70901-52. If this Project is exempt from Build America, Buy America requirements under a project specific or general applicability waiver, the Project is still subject to use of American Iron and Steel requirements of Section 1452 of the Act. 7. Environmental Review: An Environmental Review was completed and resulted in a finding of no significant impact. Voluntary conservation measures were included in the official response to protect and promote a habitat for the Rusty Patched Bumble Bee. A construction site storm water permit may be required if the contiguous project area exceed one acre. 8. Principal Forgiveness: The full Project Costs of $1,100,000 is exclusively for private side construction costs, 75% of which is $825,000. This Principal Forgiveness is solely for the purposes of reducing the cost borne by property owners for replacement of their Lead Service Line. 9. Federal Single Audit: This Project is being financed with federal funds and is subject to the Federal Single Audit requirements referenced in Section 5.23 of this FAA. If the Municipality receives more than $750,000 of money that originates from any federal source in a calendar year, then it must commission a Federal Single Audit as part of its regular financial audit. The Catalog of Federal Domestic Assistance number is 66.468 for drinking water project disbursements funded with federal money. 10. Closeout Documentation: At Project completion the Municipality must submit to DNR the documentation described in section 4.04(b) of this FAA, which will include reporting for each replaced Service Line: 1. property address, 2. property type (residential, school, daycare, commercial, other), 3. original Service Line material, 4. new Service Line material; and, 5. Service Line ownership (public, private, both) G - 1 EXHIBIT G LIST OF FEDERAL LAWS AND AUTHORITIES The Municipality acknowledges that the Project is designated as a Federal Equivalency project, which is subject to additional federal requirements listed below. • Archaeological and Historic Preservation Act of 1974 (P.L. 93-291, as amended) 16 U.S.C. §469a-1 • Build America, Buy America Act (BABA), P.L. 117-58, §§ 70901-52 • Clean Air Act Conformity (P.L. 95-95, as amended) 42 U.S.C. §7506(c) • Coastal Barriers Resources Act (P.L. 97-348) 16 U.S.C. §3501 et. seq. • Coastal Zone Management Act (P.L. 92-583, as amended) 16 U.S.C. §1451 et. seq. • Debarment and Suspension (Executive Order 12549) • Demonstration Cities & Metropolitan Development Act (P.L. 89-754, as amended) 42 U.S.C. §3331 et. seq. • Endangered Species Act (P.L. 93-205, as amended) 16 U.S.C. §1531 et. seq. • Enhancing Public Awareness of SRF Assistance Agreements (EPA Office of Water Memo dated June 3, 2015) • Environmental Justice (Executive Order 12898) • Equal Employment Opportunity (Executive Order 11246) • Farmland Protection Policy Act (P.L. 97-98) 7 U.S.C. §4201 et. seq. • Federal Single Audit Act (2 CFR 200 Subpart F) • Fish and Wildlife Coordination Act (P.L. 85-624, as amended) 16 U.S.C. §661 • Floodplain Management (Executive Order 11988, as amended) • National Historic Preservation Act of 1966 (P.L. 89-665, as amended) 54 U.S.C. §300101 et. seq. • NEPA -like Environmental Review (National Environmental Policy Act) • Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment (2 CFR 200.216) • Promoting the Use of Small, Minority, & Women-owned Businesses (Executive Orders 11625, 12138, & 12432) • Protection and Enhancement of the Cultural Environment (Executive Order 11593) • Protection of Wetlands (Executive Order 11990, as amended) • Uniform Relocation Assistance and Real Property Acquisition Policies Act (P.L. 91-646, as amended) • Wild & Scenic Rivers Act (P.L. 90-542, as amended) 16 U.S.C. §1271 et. seq. H - 1 EXHIBIT H BEST PRACTICES FOR LEAD SERVICE LINE REPLACEMENTS  Participants in the Lead Service Line Replacement Program are expected to follow these steps. Lead Service Line Replacement Requirements under the Lead & Copper Rule Revisions (LCRR) 1. Notice and Public Education. Provide notice to the owner of the affected service line as well as non- owner resident(s) served by the affected service line within 24 hours of completion of the replacement. The notice must include all the following information, in accordance with §141.85(a) of the LCRR. o Explain that consumers may experience a temporary increase of lead levels in their drinking water due to the replacement. o Provide information about the health effects of lead. o Provide information about actions consumers can take to minimize their exposure to lead in drinking water. 2. Flushing Information. Provide information about service line flushing before the replaced service line is returned to service. 3. Filters. Provide the consumer(s) with a pitcher filter or point-of-use device certified by an American National Standards Institute accredited certifier to NSF/ANSI 53 for the reduction of lead, six months of replacement cartridges, and instructions for use before the replaced service line is returned to service. 4. Follow-up Sampling. Offer to the consumer to take a follow up tap sample between three months and six months after completion of the replacement and provide the results of the sample to the consumer. 2024-2255 Final Audit Report 2024-09-23 Created:2024-09-23 By:Carri Salus (salusc@ci.janesville.wi.us) Status:Signed Transaction ID:CBJCHBCAABAA4v2SKE5mLxzqwTcdaN2BOvLBawfpD_0c "2024-2255" History Document created by Carri Salus (salusc@ci.janesville.wi.us) 2024-09-23 - 5:00:33 PM GMT Document emailed to Kevin Lahner (lahnerk@janesvillewi.gov) for signature 2024-09-23 - 5:05:54 PM GMT Email viewed by Kevin Lahner (lahnerk@janesvillewi.gov) 2024-09-23 - 5:06:51 PM GMT Document e-signed by Kevin Lahner (lahnerk@janesvillewi.gov) Signature Date: 2024-09-23 - 5:07:31 PM GMT - Time Source: server Document emailed to Lorena Stottler (stottlerl@janesvillewi.gov) for signature 2024-09-23 - 5:07:32 PM GMT Email viewed by Lorena Stottler (stottlerl@janesvillewi.gov) 2024-09-23 - 5:08:57 PM GMT Document e-signed by Lorena Stottler (stottlerl@janesvillewi.gov) Signature Date: 2024-09-23 - 5:09:47 PM GMT - Time Source: server Agreement completed. 2024-09-23 - 5:09:47 PM GMT