Conditions Precedent to Disbursements. Notwithstanding anything in this Agreement to the contrary, the WIFIA Credit Provider shall have no obligation to make any disbursement of proceeds to the City (including the initial disbursement hereunder) until each of the following conditions precedent has been satisfied or waived in writing by the WIFIA Credit Provider in its sole discretion: (i) The City shall have provided to the WIFIA Credit Provider evidence satisfactory to the WIFIA Credit Provider that (A) the aggregate amount of all disbursements under this Agreement (including the requested disbursement but excluding any interest that is capitalized in accordance with the terms hereof) shall not exceed (1) $36,516,525.66, (2) the amount of Eligible Project Costs paid or incurred by the City, and (3) the cumulative disbursements through the end of the current Federal Fiscal Year as set forth in the Anticipated Disbursement Schedule; (B) the City has sufficient available funds committed to the Project, which together with funds that remain available and not yet drawn under this Agreement, will be sufficient to pay the reasonably anticipated remaining Total Project Costs; and (C) the total federal assistance provided to the Project, including the maximum principal amount of proceeds available under this Agreement (excluding any interest that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of Total Project Costs. (ii) The City shall have provided an Updated Financial Model in compliance with the requirements of Section 16(a) (Reporting Requirements – Updated Financial Model). (iii) The City shall have delivered to the WIFIA Credit Provider a Requisition that complies with the provisions of Section 4 (Disbursement Conditions) (including satisfactory Eligible Project Costs Documentation relating to such Requisition), and the WIFIA Credit Provider shall have approved (or be deemed to have approved in accordance with Section 4(b) (Disbursement Conditions)) such Requisition. The City’s Authorized Representative shall also certify in such Requisition that: (A) all Governmental Approvals necessary as of the time of such disbursement for the development, construction, operation and maintenance of the Project have been issued and are in full force and effect (and are not subject to any notice of violation, breach or revocation); (B) each of the insurance policies obtained by the City and by any applicable Principal Project Party in satisfaction of the conditions in Section 14(f) (Affirmative Covenants – Insurance) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider; (C) at the time of, and immediately after giving effect to, any disbursement of proceeds under this Agreement then currently requested, (x) no Default or Event of Default hereunder shall have occurred and be continuing, (y) no event of default or default that, with the giving of notice or the passage of time or both, would constitute an event of default, in each case, under any other Related Document, shall have occurred and be continuing, and (z) no Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred since July 12, 2018; (D) the City, and each of its contractors and subcontractors at all tiers with respect to the Project, has complied with all applicable laws, rules, regulations and requirements, including without limitation 40 U.S.C. §§3141-3144, 3146, and 3147 (relating to Xxxxx-Xxxxx Act requirements) (and regulations relating thereto) and 33 U.S.C. §3914 (relating to American iron and steel products). Supporting documentation, such as certified payroll records and certifications for all iron and steel products used for the Project, are being maintained and are available for review upon request by the WIFIA Credit Provider; and (E) the representations and warranties of the City Related Parties set forth in this Agreement (including Section 12 (Representations and Warranties of the City Related Parties)) and in each other WIFIA Credit Document shall be true and correct as of each date on which any disbursement of proceeds under this Agreement is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date). (iv) To the extent not previously delivered to the WIFIA Credit Provider, the City shall have delivered to the WIFIA Credit Provider copies of any Financing Documents (including any amendment, modification or supplement thereto) entered into after the Effective Date, along with a certification in the Requisition that each such document is complete, fully executed and in full force and effect. (v) To the extent not previously delivered to the WIFIA Credit Provider, the City shall have provided copies of any Principal Project Contracts (including any amendment, modification or supplement thereto) entered into after the Effective Date, along with a certification in the Requisition that each such document is complete, fully executed and in full force and effect. (vi) The City shall have paid in full (A) any outstanding Servicing Fees due and payable under Section 10 (Fees and Expenses) and (B) all invoices received from the WIFIA Credit Provider as of the date of disbursement of the proceeds under this Agreement and delivered by the WIFIA Credit Provider to the City, for the fees and expenses of the WIFIA Credit Provider’s counsel and financial advisors and any auditors or other consultants retained by the WIFIA Credit Provider for the purposes hereof. (vii) The End of the Validation Period has occurred.
Appears in 1 contract
Samples: Wifia Credit Agreement
Conditions Precedent to Disbursements. Notwithstanding anything in this Agreement to the contrary, the WIFIA Credit Provider Lender shall have no obligation to make any disbursement of WIFIA Loan proceeds to the City Borrower (including the initial disbursement hereunder) until each of the following conditions precedent has been satisfied or waived in writing by the WIFIA Credit Provider Lender in its sole discretion:
(i) The City shall have provided City, as agent of the Borrower pursuant to the WIFIA Credit Provider evidence satisfactory to the WIFIA Credit Provider that (A) the aggregate amount of all disbursements under this Agreement (including the requested disbursement but excluding any interest that is capitalized in accordance with the terms hereof) shall not exceed
(1) $36,516,525.66IPA, (2) the amount of Eligible Project Costs paid or incurred by the City, and (3) the cumulative disbursements through the end of the current Federal Fiscal Year as set forth in the Anticipated Disbursement Schedule; (B) the City has sufficient available funds committed to the Project, which together with funds that remain available and not yet drawn under this Agreement, will be sufficient to pay the reasonably anticipated remaining Total Project Costs; and (C) the total federal assistance provided to the Project, including the maximum principal amount of proceeds available under this Agreement (excluding any interest that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of Total Project Costs.
(ii) The City shall have provided an Updated Financial Model in compliance with the requirements of Section 16(a) (Reporting Requirements – Updated Financial Model).
(iii) The City shall have delivered to the WIFIA Credit Provider Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions) (including satisfactory Eligible Project Costs Documentation relating to such Requisition), and the WIFIA Credit Provider Lender shall have approved (or be deemed to have approved in accordance with Section 4(b4(c) (Disbursement Conditions)) such Requisition. The City’s Authorized Representative shall also certify in such Requisition that:
(A) the aggregate amount of all Governmental Approvals necessary as disbursements of the time of such WIFIA Loan (including the requested disbursement for amount) does not exceed (1) the development, construction, operation and maintenance maximum principal amount of the WIFIA Loan or (2) the aggregate amount of Eligible Project have been issued and are in full force and effect (and are not subject Costs paid or incurred by the City, as agent of the Borrower pursuant to any notice of violation, breach or revocation)the WIFIA IPA;
(B) each of the insurance policies obtained by the City and by any applicable Principal Project Party in satisfaction of the conditions in requirements of Section 14(f17(f) (Affirmative Covenants – Insurance) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider;City
(C) at the time of, and immediately after giving effect to, any disbursement of WIFIA Loan proceeds under this Agreement then currently requested, (x1) no Default or Event of Default hereunder and no event of default under any other Related Document to which the City is a party shall have occurred and be continuing, (y) no event of default or default that, with the giving of notice or the passage of time or both, would constitute an event of default, in each case, under any other Related Document, shall have occurred and be continuing, and (z) no Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred since July 12, 2018;
(D) the City, and each of its contractors and subcontractors at all tiers with respect to the Project, has complied with all applicable laws, rules, regulations and requirements, including without limitation 40 U.S.C. §§3141-3144, 3146, and 3147 (relating to Xxxxx-Xxxxx Act requirements) (and regulations relating thereto) and 33 U.S.C. §3914 (relating to American iron and steel products). Supporting documentation, such as certified payroll records and certifications for all iron and steel products used for the Project, are being maintained and are available for review upon request by the WIFIA Credit Provider; continuing and
(E) the representations and warranties of the City Related Parties set forth in this Agreement (including Section 12 (Representations and Warranties of the City Related Parties)) and in each other WIFIA Credit Document shall be true and correct as of each date on which any disbursement of proceeds under this Agreement is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date).
(iv) To the extent not previously delivered to the WIFIA Credit Provider, the City shall have delivered to the WIFIA Credit Provider copies of any Financing Documents (including any amendment, modification or supplement thereto) entered into after the Effective Date, along with a certification in the Requisition that each such document is complete, fully executed and in full force and effect.
(v) To the extent not previously delivered to the WIFIA Credit Provider, the City shall have provided copies of any Principal Project Contracts (including any amendment, modification or supplement thereto) entered into after the Effective Date, along with a certification in the Requisition that each such document is complete, fully executed and in full force and effect.
(vi) The City shall have paid in full (A) any outstanding Servicing Fees due and payable under Section 10 (Fees and Expenses) and (B) all invoices received from the WIFIA Credit Provider as of the date of disbursement of the proceeds under this Agreement and delivered by the WIFIA Credit Provider to the City, for the fees and expenses of the WIFIA Credit Provider’s counsel and financial advisors and any auditors or other consultants retained by the WIFIA Credit Provider for the purposes hereof.
(vii) The End of the Validation Period has occurred.
Appears in 1 contract
Samples: Wifia Loan Agreement
Conditions Precedent to Disbursements. Notwithstanding anything in this Agreement to the contrary, the WIFIA Credit Provider Lender shall have no obligation to make any disbursement of any proceeds with respect to any WIFIA Loan to the City (including the initial disbursement hereunder) Borrower until each of the following conditions precedent has been satisfied or waived in writing by the WIFIA Credit Provider XXXXX Xxxxxx in its sole discretion:
(i) The City shall have provided District, as agent of the Borrower pursuant to the relevant WIFIA Credit Provider evidence satisfactory to the WIFIA Credit Provider that (A) the aggregate amount of all disbursements under this Agreement (including the requested disbursement but excluding any interest that is capitalized in accordance with the terms hereof) shall not exceed
(1) $36,516,525.66IPA, (2) the amount of Eligible Project Costs paid or incurred by the City, and (3) the cumulative disbursements through the end of the current Federal Fiscal Year as set forth in the Anticipated Disbursement Schedule; (B) the City has sufficient available funds committed to the Project, which together with funds that remain available and not yet drawn under this Agreement, will be sufficient to pay the reasonably anticipated remaining Total Project Costs; and (C) the total federal assistance provided to the Project, including the maximum principal amount of proceeds available under this Agreement (excluding any interest that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of Total Project Costs.
(ii) The City shall have provided an Updated Financial Model in compliance with the requirements of Section 16(a) (Reporting Requirements – Updated Financial Model).
(iii) The City shall have delivered to the WIFIA Credit Provider Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions) (including satisfactory Eligible Project Costs Documentation relating to such Requisition), and the WIFIA Credit Provider Lender shall have approved (or be deemed to have approved in accordance with Section 4(b20(c)(iii) (Disbursement ConditionsReporting Requirements of the District – Construction Reporting – Quarterly Certification of Eligible Project Costs)) such Requisition. The CityDistrict’s Authorized Representative shall also certify in such Requisition that:
(A) all Governmental Approvals necessary as of the time of such disbursement for the development, construction, operation and maintenance of the Project have been issued and are in full force and effect (and are not subject to any notice of violation, breach or revocation);
(B) each of the insurance policies obtained by the City and by any applicable Principal Project Party in satisfaction of the conditions in Section 14(f) (Affirmative Covenants – Insurance) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider;
(C) at the time of, and immediately after giving effect to, any disbursement of WIFIA Loan proceeds under this Agreement then currently requested, (x1) no Default or Event of Default hereunder and no event of default under any other Related Document to which the District is a party shall have occurred and be continuing, continuing and (y2) no event of default or default that, with the giving of notice or the passage of time or both, would constitute an event of default, in each case, default under any other Related Document, Document to which the District is a party shall have occurred and be continuing, and ;
(zB) no District Material Adverse Effect, or any event or condition that could reasonably be expected to result in a District Material Adverse Effect, shall have occurred since July 12the Effective Date;
(C) the aggregate amount of all disbursements of such WIFIA Loan (including the requested disbursement but excluding any interest that is capitalized in accordance with the terms hereof and of the relevant WIFIA Loan Agreement) will not exceed (1) the maximum principal amount of such WIFIA Loan, 2018(2) the aggregate amount of the Eligible Project Costs with respect to the applicable Project paid or incurred by the District, as agent of the Borrower pursuant to the relevant WIFIA IPA;
(D) the City, Eligible Project Costs with respect to the applicable Project for which reimbursement or payment is being requested has not been reimbursed or paid by any previous disbursement of such WIFIA Loan or any other source of funding for such Project as identified in the Project Budget for such Project;
(1) the District and each of its the contractors and subcontractors at all tiers with respect to the Project, has relevant Project have complied with all applicable laws, rules, regulations and requirements, including without limitation 40 U.S.C. §§3141-3144, 3146, and 3147 (relating to Xxxxx-Xxxxx Act requirements) (and regulations relating thereto) and 33 U.S.C. §3914 (relating to American iron and steel products). Supporting ; and (2) supporting documentation, such as certified payroll records and certifications for all iron and steel products used for the relevant Project, are being maintained and are available for review upon request by the WIFIA Credit Provider; andLender;
(EF) the representations and warranties of the City Related Parties District set forth in this Agreement (including Section 12 13 (Representations and Warranties of the City Related PartiesDistrict)) and in each other WIFIA Credit Loan Document to which the District is a party shall be true and correct as of each date on which any disbursement of proceeds under this Agreement the applicable WIFIA Loan is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date);
(G) the District has delivered all required deliverables under and in compliance with the requirements of Section 20 (Reporting Requirements of the District), except as has been otherwise agreed by the XXXXX Xxxxxx; and
(H) Eligible Project Costs Documentation evidencing Eligible Project Costs in an amount equal to the amount requested for such disbursement, either (1) has been previously submitted to and approved by the WIFIA Lender in accordance with Exhibit B (Requisition Procedures) and Section 20 (Reporting Requirements of the District) of this Agreement or (2) has been submitted to the WIFIA Lender, together with a summary of such Eligible Project Costs in the Requisition (or attached separately to the Requisition), for approval by the XXXXX Xxxxxx.
(ivii) To the extent not previously necessary to make the corresponding representations and warranties true, correct and complete as of the date of the applicable disbursement, the District shall have delivered a schedule, in form and substance satisfactory to the WIFIA Credit ProviderLender, listing any exceptions with respect to the City representations and warranties set forth in Section 12(f) (Representations and Warranties of the Borrower – Litigation), Section 13(f) (Representations and Warranties of the District – Litigation) and Section 13(j)(iii) (Representations and Warranties of the District – Compliance with Laws).
(iii) The Borrower’s Authorized Representative shall have delivered to the WIFIA Credit Provider copies Lender a certificate in the form of Appendix Two (Form of Borrower Disbursement Certificate) to Exhibit B (Requisition Procedures) certifying that:
(A) at the time of, and immediately after giving effect to, any disbursement of any Financing Documents proceeds with respect to the applicable WIFIA Loan then currently requested, (including 1) no Default or Event of Default hereunder and no event of default under any amendmentother Related Document to which the Borrower is a party shall have occurred and be continuing and (2) no event that, modification with the giving of notice or supplement theretothe passage of time or both, would constitute an event of default under any other Related Document to which the Borrower is a party shall have occurred and be continuing;
(B) entered into after no Borrower Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Borrower Material Adverse Effect, shall have occurred since the Effective Date, along with a certification ;
(C) the representations and warranties of the Borrower set forth in this Agreement (including Section 12 (Representations and Warranties of the Requisition that each such document is complete, fully executed Borrower)) and in full force each other WIFIA Loan Document to which the Borrower is a party shall be true and effectcorrect as of each date on which any disbursement of such WIFIA Loan is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date); and
(D) the Borrower has delivered all required deliverables under and in compliance with the requirements of Section 19 (Reporting Requirements of the Borrower), except as has been otherwise agreed by the XXXXX Xxxxxx.
(v) To the extent not previously delivered to the WIFIA Credit Provider, the City shall have provided copies of any Principal Project Contracts (including any amendment, modification or supplement thereto) entered into after the Effective Date, along with a certification in the Requisition that each such document is complete, fully executed and in full force and effect.
(viiv) The City District shall have paid in full (A) any outstanding Servicing Fees due and payable under Section 10 (Fees and Expenses) and (B) all invoices received from the WIFIA Credit Provider Lender as of the date of disbursement of the proceeds under this Agreement relevant WIFIA Loan and delivered by the WIFIA Credit Provider XXXXX Xxxxxx to the CityDistrict, for the fees and expenses of the WIFIA Credit ProviderXXXXX Xxxxxx’s counsel and financial advisors and any auditors or other consultants retained by the WIFIA Credit Provider Lender for the purposes hereof.
(vii) The End of the Validation Period has occurredWIFIA Loan Documents.
Appears in 1 contract
Samples: Wifia Master Agreement
Conditions Precedent to Disbursements. Notwithstanding anything in this Agreement to the contrary, the WIFIA Credit Provider shall have no Lender’s obligation to make any disbursement of proceeds the WIFIA Loan to the City Borrower (including the initial disbursement hereunder) until each of is subject to the following conditions precedent has been satisfied satisfaction or waived in writing the WIFIA Lender’s written waiver, as determined by the WIFIA Credit Provider XXXXX Xxxxxx in its sole discretion:
, of (i) The City shall have provided each of the conditions precedent to disbursements set forth in Section 11(c) (Conditions Precedent – Conditions Precedent to Disbursements) of the WIFIA Master Agreement (each of which is incorporated by reference herein, mutatis mutandis, as if set out in this Agreement in full and as if each reference therein to any “WIFIA Loan” or any “WIFIA Loan Agreement” were a reference, respectively, to the WIFIA Credit Provider evidence satisfactory to the WIFIA Credit Provider that (A) the aggregate amount of all disbursements under Loan or this Agreement (including the requested disbursement but excluding any interest that is capitalized as such terms are defined in accordance with the terms hereof) shall not exceed
(1) $36,516,525.66this Agreement)), (2ii) with respect to the amount initial disbursement hereunder the proceeds of which are or will be applied at any time to fund or reimburse Eligible Project Costs paid in respect of the Boat Harbor Treatment Plant Pump Station Conversion and Transmission Force Main Sections 1 and 2 components or incurred the Boat Harbor Transmission Force Main Land Acquisition component of the Project, demonstration by the CityBorrower that all Governmental Approvals necessary as of the time of such disbursement for the development, construction, operation and maintenance of such components have been issued and are in full force and effect (and are not subject to any notice of violation, breach or revocation), including that the Borrower is prepared to implement or has implemented the Essential Fish Habitat conservation recommendations that EPA has adopted under the Xxxxxxxx-Xxxxxxx Fishery Conservation and Management Act, and (3iii) the cumulative disbursements through the end of the current Federal Fiscal Year as set forth in the Anticipated Disbursement Schedule; (B) the City has sufficient available funds committed with respect to the Projectinitial disbursement hereunder, which together with funds demonstration by the Borrower that remain available and not yet drawn under this Agreement, will be sufficient to pay the reasonably anticipated remaining Total Project Costs; and (C) the total federal assistance provided to the Project, including the maximum principal amount of proceeds available under this Agreement (excluding any interest that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of Total Project Costs.
(ii) The City shall have provided an Updated Financial Model in compliance with the requirements of Section 16(a) (Reporting Requirements – Updated Financial Model).
(iii) The City shall have delivered to the WIFIA Credit Provider a Requisition that complies with the provisions of Section 4 (Disbursement Conditions) (including satisfactory Eligible Project Costs Documentation relating to such Requisition), and the WIFIA Credit Provider shall have approved (or be deemed to have approved in accordance with Section 4(b) (Disbursement Conditions)) such Requisition. The City’s Authorized Representative shall also certify in such Requisition that:
(A) all Governmental Approvals necessary as of the time of such disbursement for the development, construction, operation and maintenance of the Project have been issued and are in full force and effect (and are not effect, including conclusion of the federal consistency review under the Coastal Zone Management Act by the Virginia Department of Environmental Quality for those construction activities subject to any notice of violation, breach or revocation);
(B) each of the insurance policies obtained by the City and by any applicable Principal Project Party in satisfaction of the conditions in Section 14(f) (Affirmative Covenants – Insurance) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider;
(C) at the time of, and immediately after giving effect to, any disbursement of proceeds under this Agreement then currently requested, (x) no Default or Event of Default hereunder shall have occurred and be continuing, (y) no event of default or default that, with the giving of notice or the passage of time or both, would constitute an event of default, in each case, under any other Related Document, shall have occurred and be continuing, and (z) no Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred since July 12, 2018;
(D) the City, and each of its contractors and subcontractors at all tiers with respect to the Project, has complied with all applicable laws, rules, regulations and requirements, including without limitation 40 U.S.C. §§3141-3144, 3146, and 3147 (relating to Xxxxx-Xxxxx Act requirements) (and regulations relating thereto) and 33 U.S.C. §3914 (relating to American iron and steel products). Supporting documentation, such as certified payroll records and certifications for all iron and steel products used for the Project, are being maintained and are available for review upon request by the WIFIA Credit Provider; and
(E) the representations and warranties of the City Related Parties set forth in this Agreement (including Section 12 (Representations and Warranties of the City Related Parties)) and in each other WIFIA Credit Document shall be true and correct as of each date on which any disbursement of proceeds under this Agreement is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date)regulatory authority.
(iv) To the extent not previously delivered to the WIFIA Credit Provider, the City shall have delivered to the WIFIA Credit Provider copies of any Financing Documents (including any amendment, modification or supplement thereto) entered into after the Effective Date, along with a certification in the Requisition that each such document is complete, fully executed and in full force and effect.
(v) To the extent not previously delivered to the WIFIA Credit Provider, the City shall have provided copies of any Principal Project Contracts (including any amendment, modification or supplement thereto) entered into after the Effective Date, along with a certification in the Requisition that each such document is complete, fully executed and in full force and effect.
(vi) The City shall have paid in full (A) any outstanding Servicing Fees due and payable under Section 10 (Fees and Expenses) and (B) all invoices received from the WIFIA Credit Provider as of the date of disbursement of the proceeds under this Agreement and delivered by the WIFIA Credit Provider to the City, for the fees and expenses of the WIFIA Credit Provider’s counsel and financial advisors and any auditors or other consultants retained by the WIFIA Credit Provider for the purposes hereof.
(vii) The End of the Validation Period has occurred.
Appears in 1 contract
Samples: Wifia Loan Agreement
Conditions Precedent to Disbursements. Notwithstanding anything in this Agreement to the contrary, the WIFIA Credit Provider shall have no Xxxxxxx’s obligation to make any disbursement disburse Grant moneys to Grantee pursuant to Section 2.03 is subject to satisfaction, with respect to each disbursement, of proceeds to the City (including the initial disbursement hereunder) until each of the following conditions precedent precedent:
(a) Grantee shall hold and maintain registration as a legal entity with the Oregon Secretary of State prior to, and throughout, the duration of the Grant;
(b) Sufficient moneys to make the disbursement are available in the Water Supply Development Account from the issuance of the Lottery Revenue Bonds authorized by Oregon Laws 2023, chapter 599, section 10 (the “Bonds”);
(c) Grantor has received sufficient funding, appropriations limitations, allotments, or other expenditure authorizations to allow Grantor, in the reasonable exercise of its administrative discretion, to make the disbursement;
(d) Xxxxxxx’s representations and warranties set forth in Section 4 are true and correct on the date of disbursement with the same effect as though made on the date of disbursement;
(e) Grantee is in compliance with all reporting requirements of this Agreement identified in Exhibit A;
(f) Grantee has submitted to the Grantor, the required permits and regulatory approvals listed in Exhibit E “Permits and Regulatory Approvals” or as are otherwise required for the Project. As required by ORS 541.692(1), the Grantor may identify additional permits or regulatory approvals that must be submitted to the Grantor prior to release of funds for the Project. This statute gives the Grantor discretion in identifying additional permits or regulatory approvals required for the Project not previously identified by the Grantee. Grantor also has the discretion to condition its release of funds based on specific circumstances of the Project. Grantee should review Exhibit A Conditions of Agreement for any related conditions with respect to permitting, regulatory approvals and disbursement of Grant moneys;
(g) For Project tasks that take place on private land(s), Xxxxxxx has submitted to the Grantor:
1) Evidence that landowner(s) are aware of and agree to the task. Evidence shall include, but is not limited to: (i) landowner(s) certification that the landowner owns the land where the work will be carried out, and (ii) landowner’s agreement to allow Grantee to carry out the work, or a portion of the work on the Landowner’s property; or
2) Evidence documenting legal easement on all lands where the work will be carried out. Evidence shall include, but is not limited to: (i) documentation of easement, and (ii) easement holder’s agreement to allow Grantee to carry out the work, or a portion of the work on the servient estate;
(h) Grantee has submitted to the Grantor, documentation that cost match has been satisfied secured from federal funding associated with Natural Resources Conservation Service authorized watershed plans, U.S. Bureau of Reclamation Water SMART grant recipients, or waived in writing by U.S. Environmental Protection Agency grant recipients that are eligible to be on the WIFIA Credit Provider in its sole discretion:Department of Environmental Quality's Intended Use Plan, as the case may be;
(i) The City shall have provided to the WIFIA Credit Provider evidence satisfactory to the WIFIA Credit Provider that (A) the aggregate amount of all disbursements under this Agreement (including the requested disbursement but excluding any interest that is capitalized in accordance with the terms hereof) shall not exceed
(1) $36,516,525.66, (2) the amount of Eligible Project Costs paid or incurred by the City, and (3) the cumulative disbursements through the end of the current Federal Fiscal Year No default as set forth in the Anticipated Disbursement Schedule; (B) the City has sufficient available funds committed to the Project, which together with funds that remain available and not yet drawn under this Agreement, will be sufficient to pay the reasonably anticipated remaining Total Project Costs; and (C) the total federal assistance provided to the Project, including the maximum principal amount of proceeds available under this Agreement (excluding any interest that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of Total Project Costs.
(ii) The City shall have provided an Updated Financial Model in compliance with the requirements of Section 16(a) (Reporting Requirements – Updated Financial Model).
(iii) The City shall have delivered to the WIFIA Credit Provider a Requisition that complies with the provisions of Section 4 (Disbursement Conditions) (including satisfactory Eligible Project Costs Documentation relating to such Requisition), and the WIFIA Credit Provider shall have approved (or be deemed to have approved in accordance with Section 4(b) (Disbursement Conditions)) such Requisition. The City’s Authorized Representative shall also certify in such Requisition that:
(A) all Governmental Approvals necessary as of the time of such disbursement for the development, construction, operation and maintenance of the Project have been issued and are in full force and effect (and are not subject to any notice of violation, breach or revocation);
(B) each of the insurance policies obtained by the City and by any applicable Principal Project Party in satisfaction of the conditions described in Section 14(f) (Affirmative Covenants – Insurance) is in full force and effect, and no notice of termination thereof 6.03 has been issued by the applicable insurance provider;
(C) at the time of, and immediately after giving effect to, any disbursement of proceeds under this Agreement then currently requested, (x) no Default or Event of Default hereunder shall have occurred and be continuing, (y) no event of default or default that, with the giving of notice or the passage of time or both, would constitute an event of default, in each case, under any other Related Document, shall have occurred and be continuing, and (z) no Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred since July 12, 2018;
(D) the City, and each of its contractors and subcontractors at all tiers with respect to the Project, has complied with all applicable laws, rules, regulations and requirements, including without limitation 40 U.S.C. §§3141-3144, 3146, and 3147 (relating to Xxxxx-Xxxxx Act requirements) (and regulations relating thereto) and 33 U.S.C. §3914 (relating to American iron and steel products). Supporting documentation, such as certified payroll records and certifications for all iron and steel products used for the Project, are being maintained and are available for review upon request by the WIFIA Credit Provideroccurred; and
(Ej) the representations Grantee has submitted to a Fund Request that is in a format acceptable to and warranties of the City Related Parties set forth in this Agreement (including Section 12 (Representations approved by Grantor and Warranties of the City Related Parties)) and in each other WIFIA Credit Document shall be true and correct as of each date on which any disbursement of proceeds under this Agreement that is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date)accompanied by all necessary supporting documentation.
(iv) To the extent not previously delivered to the WIFIA Credit Provider, the City shall have delivered to the WIFIA Credit Provider copies of any Financing Documents (including any amendment, modification or supplement thereto) entered into after the Effective Date, along with a certification in the Requisition that each such document is complete, fully executed and in full force and effect.
(v) To the extent not previously delivered to the WIFIA Credit Provider, the City shall have provided copies of any Principal Project Contracts (including any amendment, modification or supplement thereto) entered into after the Effective Date, along with a certification in the Requisition that each such document is complete, fully executed and in full force and effect.
(vi) The City shall have paid in full (A) any outstanding Servicing Fees due and payable under Section 10 (Fees and Expenses) and (B) all invoices received from the WIFIA Credit Provider as of the date of disbursement of the proceeds under this Agreement and delivered by the WIFIA Credit Provider to the City, for the fees and expenses of the WIFIA Credit Provider’s counsel and financial advisors and any auditors or other consultants retained by the WIFIA Credit Provider for the purposes hereof.
(vii) The End of the Validation Period has occurred.
Appears in 1 contract
Samples: Grant Agreement
