Representations of the Municipality. The Municipality represents, covenants, and warrants as follows: (a) The Municipality possesses the legal municipal form of a town sanitary district under section 60.70 (9), 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 CWFP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The Municipality's Project is a project that is necessary to prevent the applicant (the Commission) from significantly exceeding an effluent limitation contained in its WPDES Permit (compliance maintenance). (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 $3,017,397 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 (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, legally-binding general obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the Financial Assistance 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, as a member of the Commission, has full legal right and authority, and all necessary permits, licenses, 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 the Project, carry on its activities relating thereto, 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. 281.58(7), Wis. Stats., for financing from the CWFP 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 (SERP) contained in the Regulations. Portions of the Project that are ineligible for financing from the CWFP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality and the Commission intend 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 CWFP under the Statute. All proceeds of any borrowing of the Municipality that have been spent and 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 and the Commission 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 or Commission as working capital or to finance inventory, as opposed to capital improvements. (n) The Project is 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 Commission has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The Municipality, as a member of the Commission, intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 General Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality or the Commission subsequent to a date which is 60 days prior to the date on which the Commission adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality or the Commission used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied all the applicable requirements in s. 281.58, Wis. Stats., and ch. NR 162, Wis. Adm. Code. (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 with all conditions, requirements, and terms of financial assistance previously awarded through the federal construction grants program, the Wisconsin Fund construction grants program, and the CWFP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the Commission’s Plans and Specifications for the Project described in the definitions hereof. (w) The Municipality represents that the Commission submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The expected Substantial Completion date of the Project is November 3, 2020. (x) The Municipality acknowledges that s. 70.60, Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 Municipality's Sewerage System or, in the case of a joint utility system, to bill the users of the Municipality's Sewerage System directly. (z) The representations of the Commission and 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.

Appears in 1 contract

Samples: Financial Assistance Agreement

Representations of the Municipality. The Municipality ~~represents, covenants~~represents and warrants as of the date of this FAA, and ~~warrants~~ with respect to paragraphs (n), (s), and (u), covenants throughout the term of this FAA, as follows: (a) The Municipality possesses the legal municipal form of a ~~town sanitary district~~ city under ~~section 60.70 (9)~~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 CWFP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The Municipality's Project is a project that is necessary to prevent the applicant ~~(the Commission)~~ from significantly exceeding an effluent limitation contained in its WPDES Permit (compliance maintenance). (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 $~~3,017,397~~ 623,081 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 (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, legally-binding general obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the Financial Assistance 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, as a member of the Commission, has full legal right and authority, and all necessary permits, licenses, 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 the Project, carry on its activities relating thereto, 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. 281.58(7), Wis. Stats., for financing from the CWFP 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 (SERP) contained in the Regulations. Portions of the Project that are ineligible for financing from the CWFP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality and the Commission intend 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 CWFP under the Statute. All proceeds of any borrowing of the Municipality that have been spent and 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 and the Commission 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 or Commission as working capital or to finance inventory, as opposed to capital improvements. (n) The Project is 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 Commission has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The Municipality, as a member of the Commission, intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 General Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality or the Commission subsequent to a date which is 60 days prior to the date on which the Commission adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality or the Commission used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied all the applicable requirements in s. 281.58, Wis. Stats., and ch. NR 162, Wis. Adm. Code. (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 with all conditions, requirements, and terms of financial assistance previously awarded through the federal construction grants program, the Wisconsin Fund construction grants program, and the CWFP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the Commission’s Plans and Specifications for the Project described in the definitions hereof. (w) The Municipality represents that the Commission submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The expected Substantial Completion date of the Project is November 3, 2020. (x) The Municipality acknowledges that s. 70.60, Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 Municipality's Sewerage System or, in the case of a joint utility system, to bill the users of the Municipality's Sewerage System directly. (z) The representations of the Commission and 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.

Appears in 1 contract

Samples: Financial Assistance Agreement

Representations of the Municipality. The Municipality ~~represents, covenants~~represents and warrants as of the date of this FAA, and ~~warrants~~ with respect to paragraphs (n), (s), and (u), covenants throughout the term of this FAA, as follows: (a) The Municipality possesses the legal municipal form of a ~~town sanitary district~~ village under ~~section 60.70 (9)~~ch. 61, 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 ~~CWFP~~ SDWLP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The ~~Municipality's Project~~ Municipality is ~~a project that is necessary to prevent the applicant (the Commission) from significantly exceeding an effluent limitation contained~~ in compliance with its ~~WPDES~~ Water Diversion Permit (~~compliance maintenance~~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 $~~3,017,397~~ 553,294 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,~~ 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 (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,~~ issued legally-binding ~~general~~ special obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the ~~Financial Assistance~~ Loan 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, as a member of the Commission,~~ 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 the Project, carry on its activities relating thereto, 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. ~~281.58(7~~281.61(2), Wis. Stats., for financing from the ~~CWFP~~ 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 ~~(SERP)~~ contained in the Regulations. Portions of the Project that are ineligible for financing from the ~~CWFP~~ SDWLP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality ~~and the Commission intend~~ 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 ~~CWFP~~ 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~~ Loan made hereunder have been spent on eligible Project Costs. All Project Costs are reasonable, necessary, and allocable by the Municipality ~~and the Commission~~ to the Project under generally accepted accounting principles. None of the proceeds of the ~~Financial Assistance~~ Bonds shall be used directly or indirectly by the Municipality ~~or Commission~~ 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 ~~Commission~~ Municipality has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The ~~Municipality, as a member of the Commission,~~ Municipality intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 ~~General~~ Program Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as ~~defined~~ used in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) ~~a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in~~ an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality ~~or the Commission~~ subsequent to a date which is 60 days prior to the date on which the ~~Commission~~ Municipality adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality ~~or the Commission~~ used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied and shall continue to satisfy all the applicable requirements in ~~s. 281.58~~ss. 281.61(3), (4), (5), and (8m), Wis. Stats., and ch. NR ~~162~~166, Wis. Adm. Code. (t) The Municipality has ~~levied~~ adopted a ~~tax~~ rate, charge, or assessment schedule 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 compliance with all conditions, requirements, and terms of financial assistance previously awarded through ~~the~~ any federal construction grants program, the ~~Wisconsin Fund construction grants program, and~~ SDWLP or the CWFP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the ~~Commission’s~~ Municipality's Plans and Specifications for the Project described in the definitions hereof. (w) The Municipality represents that ~~the Commission~~ it submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The ~~expected~~ actual Substantial Completion date of the Project ~~is November 3~~was July 8, ~~2020~~2022. (x) The Municipality acknowledges that s. ~~70.60~~281.59(11)(b), Wis. Stats., and the ~~General~~ Program Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the ~~CWFP~~ SDWLP by deducting those amounts from any State payments due the Municipality. State aids information is available on: the Wisconsin Department of Revenue’s website at xxxxx://xxx.xxxxxxx.xx.xxx/Pages/Report/Shared-Revenue-Estimates.aspx, and the Wisconsin Department of Transportation’s website xxxxx://xxxxxxxxxxxx.xxx/Pages/doing- bus/local-gov/astnce-pgms/highway/gta.aspx.. The Municipality acknowledges that ss. 281.59(11)(b) and 70.60, Wis. Stats., and the Program Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the SDWLP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 Municipality's ~~Sewerage~~ Water System or, in the case of a joint utility system, to bill the users of the Municipality's ~~Sewerage~~ Water System directly. (z) The representations of ~~the Commission and~~ 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) The Municipality submitted a water rate application to the Public Service Commission. This water rate application is for Water Rates that shall generate sufficient revenues, together with other funds available to the Municipality, to pay all costs of operating and maintaining the facilities of the Municipality's entire Water System, in accordance with this FAA. The Municipality implemented the Water Rates upon the Wisconsin Public Service Commission's approval of the rate order.

Appears in 1 contract

Samples: Financial Assistance Agreement

Representations of the Municipality. The Municipality represents, covenants, and warrants as follows: (a) The Municipality possesses the legal municipal form of a town sanitary district under section 60.70 (9), 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 CWFP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The Municipality's Project is a project that is necessary to prevent the applicant (the Commission) from significantly exceeding an effluent limitation contained in its WPDES Permit (compliance maintenance). (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 $~~3,017,397~~ 136,765 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 (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, legally-binding general obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the Financial Assistance 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, as a member of the Commission, has full legal right and authority, and all necessary permits, licenses, 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 the Project, carry on its activities relating thereto, 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. 281.58(7), Wis. Stats., for financing from the CWFP 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 (SERP) contained in the Regulations. Portions of the Project that are ineligible for financing from the CWFP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality and the Commission intend 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 CWFP under the Statute. All proceeds of any borrowing of the Municipality that have been spent and 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 and the Commission 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 or Commission as working capital or to finance inventory, as opposed to capital improvements. (n) The Project is 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 Commission has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The Municipality, as a member of the Commission, intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 General Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality or the Commission subsequent to a date which is 60 days prior to the date on which the Commission adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality or the Commission used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied all the applicable requirements in s. 281.58, Wis. Stats., and ch. NR 162, Wis. Adm. Code. (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 with all conditions, requirements, and terms of financial assistance previously awarded through the federal construction grants program, the Wisconsin Fund construction grants program, and the CWFP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the Commission’s Plans and Specifications for the Project described in the definitions hereof. (w) The Municipality represents that the Commission submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The expected Substantial Completion date of the Project is November 3, 2020. (x) The Municipality acknowledges that s. 70.60, Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 Municipality's Sewerage System or, in the case of a joint utility system, to bill the users of the Municipality's Sewerage System directly. (z) The representations of the Commission and 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) The Municipality acknowledges that it is eligible to receive Financial Assistance in the form of a Loan of $207,165 with Principal Forgiveness of $70,400 for payment of Project Costs.

Appears in 1 contract

Samples: Financial Assistance Agreement

Representations of the Municipality. The Municipality represents, covenants, and warrants as of the date of this FAA, and with respect to paragraphs (n), (s), and (u), covenants throughout the term of this FAA, as follows: (a) The Municipality possesses the legal municipal form of a ~~town sanitary district~~ city under ~~section 60.70 (9)~~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 CWFP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The Municipality's Project is a project that is necessary to prevent the applicant ~~(the Commission)~~ from significantly exceeding an effluent limitation contained in its WPDES Permit (compliance maintenance). (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 $~~3,017,397~~ 1,397,610 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 (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, legally-binding general obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the Financial Assistance 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, as a member of the Commission, has full legal right and authority, and all necessary permits, licenses, 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 the Project, carry on its activities relating thereto, 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. 281.58(7), Wis. Stats., for financing from the CWFP 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 (SERP) contained in the Regulations. Portions of the Project that are ineligible for financing from the CWFP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality and the Commission intend 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 CWFP under the Statute. All proceeds of any borrowing of the Municipality that have been spent and 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 and the Commission 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 or Commission as working capital or to finance inventory, as opposed to capital improvements. (n) The Project is 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 Commission has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The Municipality, as a member of the Commission, intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 General Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality or the Commission subsequent to a date which is 60 days prior to the date on which the Commission adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality or the Commission used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied all the applicable requirements in s. 281.58, Wis. Stats., and ch. NR 162, Wis. Adm. Code. (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 with all conditions, requirements, and terms of financial assistance previously awarded through the federal construction grants program, the Wisconsin Fund construction grants program, and the CWFP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the Commission’s Plans and Specifications for the Project described in the definitions hereof. (w) The Municipality represents that the Commission submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The expected Substantial Completion date of the Project is November 3, 2020. (x) The Municipality acknowledges that s. 70.60, Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 Municipality's Sewerage System or, in the case of a joint utility system, to bill the users of the Municipality's Sewerage System directly. (z) The representations of the Commission and 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.

Appears in 1 contract

Samples: Financial Assistance Agreement

Representations of the Municipality. The Municipality represents, ~~covenants~~and warrants as of the date of this FAA, and ~~warrants~~ with respect to paragraphs (n), (s), and (u), covenants throughout the term of this FAA, as follows: (a) The Municipality possesses the legal municipal form of a ~~town sanitary district~~ city under ~~section 60.70 (9)~~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 CWFP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The ~~Municipality's~~ Project is a project that is necessary to prevent the applicant ~~(the Commission)~~ from significantly exceeding an effluent limitation contained in its WPDES Permit (compliance maintenance). (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 $~~3,017,397~~ 7,198,734 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 (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,~~ issued legally-binding ~~general~~ special obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the Financial Assistance 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, as a member of the Commission,~~ 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 the Project, carry on its activities relating thereto, 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. 281.58(7), Wis. Stats., for financing from the ~~CWFP~~ CWFP, 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 (SERP) contained in the Regulations. Portions of the Project that are ineligible for financing from the CWFP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality ~~and the Commission intend~~ 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 CWFP under the Statute. All proceeds of any borrowing of the Municipality that have been spent and 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 ~~and the Commission~~ 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 ~~or Commission~~ 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 ~~Commission~~ Municipality has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The ~~Municipality, as a member of the Commission,~~ Municipality intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 ~~General~~ Program Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as ~~defined~~ used in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) ~~a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in~~ an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality ~~or the Commission~~ subsequent to a date which is 60 days prior to the date on which the ~~Commission~~ Municipality adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality ~~or the Commission~~ used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied and shall continue to satisfy all the applicable requirements in s. 281.58, Wis. Stats., and ch. NR 162, Wis. Adm. Code. (t) The Municipality has ~~levied~~ adopted a ~~tax~~ rate, charge, or assessment schedule 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 any financial assistance previously awarded through the federal construction grants program, the Wisconsin Fund construction grants program, ~~and~~ the CWFP, or the SDWLP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the ~~Commission’s~~ Plans and Specifications ~~for the Project~~ described in the definitions hereof. (w) The Municipality represents that ~~the Commission~~ it submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The expected Substantial Completion date of the Project is ~~November 3~~July 31, ~~2020~~2025. (x) The Municipality acknowledges that s. 281.59(11)(b), Wis. Stats., and the Program Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. State aids information is available on: the Wisconsin Department of Revenue’s website at xxxxx://xxx.xxxxxxx.xx.xxx/Pages/Report/Shared-Revenue-Estimates.aspx, and the Wisconsin Department of Transportation’s website at xxxxx://xxxxxxxxxxxx.xxx/Pages/doing-bus/local- gov/astnce-pgms/highway/gta.aspx. The Municipality acknowledges that s. 70.60, Wis. Stats., and the ~~General~~ Program Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 ~~Municipality's~~ Sewerage System or, in the case of a joint utility system, to bill the users of the ~~Municipality's~~ Sewerage System directly. (z) The representations of ~~the Commission and~~ 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) The Municipality acknowledges that it is eligible to receive Financial Assistance in the form of a Loan of $9,298,734 with Principal Forgiveness of $2,100,000 for payment of Project Costs.

Appears in 1 contract

Samples: Financial Assistance Agreement

Representations of the Municipality. The Municipality represents, covenants, and warrants as of the date of this FAA, and with respect to paragraphs (n), (s), and (u), covenants throughout the term of this FAA, as follows: (a) The Municipality possesses the legal municipal form of a ~~town sanitary district~~ city under ~~section 60.70 (9)~~ch. 64, 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 ~~CWFP~~ SDWLP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The ~~Municipality's Project~~ Municipality is ~~a project that is necessary to prevent the applicant (the Commission) from significantly exceeding an effluent limitation contained~~ in compliance with its ~~WPDES~~ Water Diversion Permit (~~compliance maintenance~~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 $~~3,017,397~~ 355,975 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,~~ or to the knowledge of the ~~Municipality,~~ 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 (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,~~ issued legally-binding ~~general~~ special obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the Financial Assistance 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, as a member of the Commission,~~ Municipality has full legal right and ~~authority,~~ 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 the Project, carry on its activities relating thereto, 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. ~~281.58(7~~281.61(2), Wis. Stats., for financing from the ~~CWFP~~ 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 ~~(SERP)~~ contained in the Regulations. Portions of the Project that are ineligible for financing from the ~~CWFP~~ SDWLP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality ~~and the Commission intend~~ 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 ~~CWFP~~ 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 ~~and the Commission~~ 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 ~~or Commission~~ 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 ~~Commission~~ Municipality has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The ~~Municipality, as a member of the Commission,~~ Municipality intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 ~~General~~ Program Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as ~~defined~~ used in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) ~~a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in~~ an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality ~~or the Commission~~ subsequent to a date which is 60 days prior to the date on which the ~~Commission~~ Municipality adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality ~~or the Commission~~ used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied and shall continue to satisfy all the applicable requirements in ~~s. 281.58~~ss. 281.61(3), (4), (5), and (8m), Wis. Stats., and ch. NR ~~162~~166, Wis. Adm. Code. (t) The Municipality has ~~levied~~ adopted a ~~tax~~ rate, charge, or assessment schedule 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 ~~the~~ any federal construction grants program, the ~~Wisconsin Fund construction grants program~~SDWLP, ~~and~~ or the CWFP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the ~~Commission’s~~ Municipality's Plans and Specifications for the Project described in the definitions hereof. (w) The Municipality represents that ~~the Commission~~ it submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The expected Substantial Completion date of the Project is ~~November 3~~October 1, ~~2020~~2022. (x) The Municipality acknowledges that s. ~~70.60~~281.59(11)(b), Wis. Stats., and the ~~General~~ Program Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the ~~CWFP~~ SDWLP by deducting those amounts from any State payments due the Municipality. State aids information is available on: the Wisconsin Department of Revenue’s website at xxxxx://xxx.xxxxxxx.xx.xxx/Pages/Report/Shared-Revenue-Estimates.aspx, and the Wisconsin Department of Transportation’s website at xxxxx://xxxxxxxxxxxx.xxx/Pages/doing- bus/local-gov/astnce-pgms/highway/gta.aspx. The Municipality acknowledges that ss. 281.59(11)(b) and 70.60, Wis. Stats., and the Program Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the SDWLP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 Municipality's ~~Sewerage~~ Water System or, in the case of a joint utility system, to bill the users of the Municipality's ~~Sewerage~~ Water System directly. (z) The representations of ~~the Commission and~~ 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) The Municipality submitted a water rate application to the Public Service Commission. This water rate application is for Water Rates that shall generate sufficient revenues, together with other funds available to the Municipality, to pay all costs of operating and maintaining the facilities of the Municipality's entire Water System, in accordance with this FAA. The Municipality implemented the Water Rates upon the Wisconsin Public Service Commission's approval of the rate order. (cc) The Municipality acknowledges that it is eligible to receive Financial Assistance in the form of a Loan of $508,537 with Principal Forgiveness of $152,562 for payment of Project Costs.

Appears in 1 contract

Samples: Financial Assistance Agreement

Representations of the Municipality. The Municipality represents, ~~covenants~~and warrants as of the date of this FAA, and ~~warrants~~ with respect to paragraphs (n), (s), and (u), covenants throughout the term of this FAA, as follows: (a) The Municipality possesses the legal municipal form of a ~~town sanitary district~~ city under ~~section 60.70 (9)~~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 CWFP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The Municipality's Project is a project that is necessary to prevent the applicant ~~(the Commission)~~ from significantly exceeding an effluent limitation contained in its WPDES Permit (compliance maintenance). (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 $~~3,017,397~~ 2,169,225 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 (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, legally-binding general obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the Financial Assistance 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, as a member of the Commission, has full legal right and authority, and all necessary permits, licenses, 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 the Project, carry on its activities relating thereto, 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. 281.58(7), Wis. Stats., for financing from the CWFP 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 (SERP) contained in the Regulations. Portions of the Project that are ineligible for financing from the CWFP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality and the Commission intend 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 CWFP under the Statute. All proceeds of any borrowing of the Municipality that have been spent and 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 and the Commission 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 or Commission as working capital or to finance inventory, as opposed to capital improvements. (n) The Project is 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 Commission has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The Municipality, as a member of the Commission, intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 General Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality or the Commission subsequent to a date which is 60 days prior to the date on which the Commission adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality or the Commission used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied all the applicable requirements in s. 281.58, Wis. Stats., and ch. NR 162, Wis. Adm. Code. (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 with all conditions, requirements, and terms of financial assistance previously awarded through the federal construction grants program, the Wisconsin Fund construction grants program, and the CWFP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the Commission’s Plans and Specifications for the Project described in the definitions hereof. (w) The Municipality represents that the Commission submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The expected Substantial Completion date of the Project is November 3, 2020. (x) The Municipality acknowledges that s. 70.60, Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 Municipality's Sewerage System or, in the case of a joint utility system, to bill the users of the Municipality's Sewerage System directly. (z) The representations of the Commission and 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.

Appears in 1 contract

Samples: Financial Assistance Agreement

Representations of the Municipality. The Municipality represents, ~~covenants,~~ covenants and warrants as follows: (a) The Municipality possesses the legal municipal form of a ~~town sanitary district~~ city under ~~section 60.70 (9)~~ch. 62, Wis. Stats. The Municipality is located within the State and is a "municipality" within the meaning of the ~~Statute~~Act, duly organized and existing under the laws of the State, and has full legal right, ~~power,~~ 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 ~~CWFP~~ SDWLP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The ~~Municipality's Project~~ Municipality is ~~a project that is necessary to prevent the applicant (the Commission) from significantly exceeding an effluent limitation contained~~ in compliance with its ~~WPDES~~ Water Diversion Permit (~~compliance maintenance~~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 $~~3,017,397~~ 1,418,630, and has 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,~~ to and consummate the transactions contemplated by each of the foregoing. (e) This FAA and the Municipal Obligations have each been duly authorized, ~~executed,~~ executed and ~~delivered,~~ delivered and constitute legal, ~~valid,~~ valid and binding obligations of the Municipality, enforceable in accordance with their respective terms. (f) ~~To the knowledge of the Municipality, there~~ There is no action, suit, proceeding, ~~inquiry,~~ inquiry or investigation, at law or in equity, before or by any court, public ~~board,~~ board or body, ~~threatened against, pending, or affecting the Municipality,~~ pending or, to the knowledge of the Municipality, threatened against or affecting the Municipality, or to the knowledge of the Municipality any basis ~~therefor~~therefore: (1) affecting the creation, ~~organization,~~ organization or existence of the Municipality or the title of its officers to their respective offices; (2) seeking to prohibit, ~~restrain,~~ 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 (4) wherein an unfavorable decision, ~~ruling,~~ 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,~~ States or any applicable judgment or ~~decree,~~ decree or any agreement or other instrument to which the Municipality is a ~~party,~~ 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,~~ Resolution and compliance with the respective provisions thereof shall not conflict with, or constitute a breach of of, or default ~~under,~~ under any applicable law or administrative regulation of the State or of the United ~~States,~~ States or any applicable judgment or ~~decree,~~ 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-~~validly issued, ~~legally-~~legally binding general obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the Financial Assistance 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, as a member of the Commission,~~ Municipality has full legal right and ~~authority,~~ authority and all necessary permits, ~~licenses,~~ licenses and approvals (other than such permits, licenses, ~~easements,~~ easements or approvals ~~that~~ which are ~~not~~ not, by their ~~nature~~ nature, obtainable prior to Substantial Completion of the Project) required as of the date hereof to own the Project, to carry on its activities relating thereto, to undertake and complete the ~~Project,~~ Project and to 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~~ Each of the facilities constituting a part of the Project is eligible ~~under s. 281.58(7), Wis. Stats.,~~ for financing from the ~~CWFP~~ SDWLP and the estimated cost of the Project ~~Costs are~~ is 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 ~~(SERP)~~ contained in the Regulations. The Project is an eligible project under s. 281.61(2), Wis. Stats. Portions of the Project that are ineligible for financing from the ~~CWFP~~ SDWLP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality ~~and the Commission intend~~ intends the Project to be and continue to be an eligible Project under the ~~Statute throughout~~ Act during 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 ~~CWFP~~ SDWLP under the ~~Statute~~Act. 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,~~ necessary and allocable by the Municipality ~~and the Commission~~ 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 ~~or Commission~~ as working capital or to finance inventory, as opposed to capital improvements. (n) The Project is in compliance with all applicable federal, ~~state,~~ state and local laws and ordinances (including rules and regulations) relating to zoning, building, ~~safety,~~ safety and environmental quality. The ~~Commission has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The Municipality, as a member of the Commission,~~ Municipality intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 General Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality or the Commission subsequent to a date which is 60 days prior to the date on which the Commission adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality or the Commission used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied all the applicable requirements in s. 281.58, Wis. Stats., and ch. NR 162, Wis. Adm. Code. (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 with all conditions, requirements, and terms of financial assistance previously awarded through the federal construction grants program, the Wisconsin Fund construction grants program, and the CWFP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the Commission’s Plans and Specifications for the Project described in the definitions hereof. (w) The Municipality represents that the Commission submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The expected Substantial Completion date of the Project is November 3, 2020. (x) The Municipality acknowledges that s. 70.60, Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 Municipality's Sewerage System or, in the case of a joint utility system, to bill the users of the Municipality's Sewerage System directly. (z) The representations of the Commission and 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.to

Appears in 1 contract

Samples: Financial Assistance Agreement

Representations of the Municipality. The Municipality ~~represents, covenants~~represents and warrants as of the date of this FAA, and ~~warrants~~ with respect to paragraphs (n), (s), and (u), covenants throughout the term of this FAA, as follows: (a) The Municipality possesses the legal municipal form of a ~~town sanitary district~~ city under ~~section 60.70 (9)~~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 ~~CWFP~~ SDWLP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The ~~Municipality's Project~~ Municipality is ~~a project that is necessary to prevent the applicant (the Commission) from significantly exceeding an effluent limitation contained~~ in compliance with its ~~WPDES~~ Water Diversion Permit (~~compliance maintenance~~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 $~~3,017,397~~ 2,050,765 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,~~ 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 (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,~~ issued legally-binding ~~general~~ special obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the ~~Financial Assistance~~ Loan 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, as a member of the Commission,~~ 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 the Project, carry on its activities relating thereto, 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. ~~281.58(7~~281.61(2), Wis. Stats., for financing from the ~~CWFP~~ 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 ~~(SERP)~~ contained in the Regulations. Portions of the Project that are ineligible for financing from the ~~CWFP~~ SDWLP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality ~~and the Commission intend~~ 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 ~~CWFP~~ 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~~ Loan made hereunder have been spent on eligible Project Costs. All Project Costs are reasonable, necessary, and allocable by the Municipality ~~and the Commission~~ to the Project under generally accepted accounting principles. None of the proceeds of the ~~Financial Assistance~~ Bonds shall be used directly or indirectly by the Municipality ~~or Commission~~ 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 ~~Commission~~ Municipality has complied with and completed all requirements of DNR necessary to commence construction of the Project prior to the date hereof. The ~~Municipality, as a member of the Commission,~~ Municipality intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 ~~General~~ Program Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as ~~defined~~ used in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) ~~a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in~~ an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality ~~or the Commission~~ subsequent to a date which is 60 days prior to the date on which the ~~Commission~~ Municipality adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality ~~or the Commission~~ used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied and shall continue to satisfy all the applicable requirements in ~~s. 281.58~~ss. 281.61(3), (4), (5), and (8m), Wis. Stats., and ch. NR ~~162~~166, Wis. Adm. Code. (t) The Municipality has ~~levied~~ adopted a ~~tax~~ rate, charge, or assessment schedule 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 ~~the~~ any federal construction grants program, the ~~Wisconsin Fund construction grants program, and~~ SDWLP or the CWFP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the ~~Commission’s~~ Municipality's Plans and Specifications for the Project described in the definitions hereof. (w) The Municipality represents that ~~the Commission~~ it submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The ~~expected~~ actual Substantial Completion date of the Project is was November 34, ~~2020~~2022. (x) The Municipality acknowledges that s. ~~70.60~~281.59(11)(b), Wis. Stats., and the ~~General~~ Program Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the ~~CWFP~~ SDWLP by deducting those amounts from any State payments due the Municipality. State aids information is available on: the Wisconsin Department of Revenue’s website at xxxxx://xxx.xxxxxxx.xx.xxx/Pages/Report/Shared-Revenue-Estimates.aspx, and the Wisconsin Department of Transportation’s website xxxxx://xxxxxxxxxxxx.xxx/Pages/doing- bus/local-gov/astnce-pgms/highway/gta.aspx. The Municipality acknowledges that ss. 281.59(11)(b) and 70.60, Wis. Stats., and the Program Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the SDWLP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 Municipality's ~~Sewerage~~ Water System or, in the case of a joint utility system, to bill the users of the Municipality's ~~Sewerage~~ Water System directly. (z) The representations of ~~the Commission and~~ 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) The Municipality submitted a water rate application to the Public Service Commission. This water rate application is for Water Rates that shall generate sufficient revenues, together with other funds available to the Municipality, to pay all costs of operating and maintaining the facilities of the Municipality's entire Water System, in accordance with this FAA. The Municipality implemented the Water Rates upon the Wisconsin Public Service Commission's approval of the rate order.

Appears in 1 contract

Samples: Financial Assistance Agreement

Representations of the Municipality. The Municipality ~~represents, covenants~~represents and warrants as of the date of this FAA, and ~~warrants~~ with respect to paragraphs (n), (s), and (u), covenants throughout the term of this FAA, as follows: (a) The Municipality possesses the legal municipal form of a ~~town sanitary district~~ city under ~~section 60.70 (9)~~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 ~~CWFP~~ SDWLP as provided herein, and (5) carry out and consummate all transactions contemplated by each of the aforesaid documents. (b) The ~~Municipality's Project~~ Municipality is ~~a project that is necessary to prevent the applicant (the Commission) from significantly exceeding an effluent limitation contained~~ in compliance with its ~~WPDES~~ Water Diversion Permit (~~compliance maintenance~~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 $~~3,017,397~~ 39,430,018 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,~~ 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 (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,~~ issued legally-binding ~~general~~ special obligations of the Municipality secured as set forth therein. (i) The resolutions of the Municipality accepting the ~~Financial Assistance~~ Loan 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, as a member of the Commission,~~ 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 the Project, carry on its activities relating thereto, 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. ~~281.58(7~~281.61(2), Wis. Stats., for financing from the ~~CWFP~~ 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 ~~(SERP)~~ contained in the Regulations. Portions of the Project that are ineligible for financing from the ~~CWFP~~ SDWLP are listed within the Project Manager Summary Page attached hereto as Exhibit F. The Municipality ~~and the Commission intend~~ 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 ~~CWFP~~ 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~~ Loan made hereunder have been spent on eligible Project Costs. All Project Costs are reasonable, necessary, and allocable by the Municipality ~~and the Commission~~ to the Project under generally accepted accounting principles. None of the proceeds of the ~~Financial Assistance~~ Bonds shall be used directly or indirectly by the Municipality ~~or Commission~~ as working capital or to finance inventory, as opposed to capital improvements. (n) The Project is and will 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 ~~Commission has complied~~ Municipality shall comply with and ~~completed~~ complete all requirements of DNR necessary to commence construction of the ~~Project prior to the date hereof~~Project. The ~~Municipality, as a member of the Commission,~~ Municipality intends to proceed with due diligence to complete the Project pursuant to Section 4.04 hereof. (o) The Municipality does not intend to lease the Project or enter into a long-term contract for operation of the Project except as set forth in Exhibit D. (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 ~~General~~ Program Resolution. (q) The Municipality has not taken and shall not take any action, and presently knows of no action that any other person, firm, or corporation has taken or intends to take, that would cause interest on the Municipal Obligations to be includable in the gross income of the owners of the Municipal Obligations for federal income tax purposes. The representations, certifications, and statements of reasonable expectation made by the Municipality as referenced in the Municipal Obligation Counsel Opinion and No Arbitrage Certificate are hereby incorporated by this reference as though fully set forth herein. (r) Other than (1) "preliminary expenditures" as ~~defined~~ used in Treas. Regs. 26 CFR 1.150-2 in an amount not exceeding 20% of the principal amount of the Municipal Obligations, or (2) ~~a "de minimis" amount as defined in Treas. Regs. 26 CFR 1.150-2 in~~ an amount not exceeding the lesser of $100,000 or 5% of the principal amount of the Municipal Obligations, all of the proceeds of the Bonds loaned to the Municipality (other than refunding proceeds, if any) shall be used for Project Costs paid by the Municipality ~~or the Commission~~ subsequent to a date which is 60 days prior to the date on which the ~~Commission~~ Municipality adopted a reimbursement resolution pursuant to Treas. Regs. 26 CFR 1.150-2 stating its intent to reimburse other funds of the Municipality ~~or the Commission~~ used to finance the Project, or subsequent to the issuance date of the Municipal Obligations. (s) The Municipality represents that it has satisfied and will continue to satisfy all the applicable requirements in ~~s. 281.58~~ss. 281.61(3), (4), (5), and (8m), Wis. Stats., and ch. NR ~~162~~166, Wis. Adm. Code. (t) The Municipality has ~~levied~~ adopted a ~~tax~~ rate, charge, or assessment schedule 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 will remain in substantial compliance with all applicable conditions, requirements, and terms of financial assistance previously awarded through ~~the~~ any federal construction grants program, the ~~Wisconsin Fund construction grants program, and~~ SDWLP or the CWFP. (v) The Municipality has met all terms and conditions contained within and received DNR approval for the ~~Commission’s~~ Municipality's Plans and Specifications for the Project described in the definitions hereof. (w) The Municipality represents that ~~the Commission~~ it submitted to DNR a bid tabulation for the Project with a recommendation to DNR for review and concurrence. The expected Substantial Completion date of the Project is ~~November 3~~February 6, ~~2020~~2024. (x) The Municipality acknowledges that s. ~~70.60~~281.59(11)(b), Wis. Stats., and the ~~General~~ Program Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the ~~CWFP~~ SDWLP by deducting those amounts from any State payments due the Municipality. State aids information is available on: the Wisconsin Department of Revenue’s website at xxxxx://xxx.xxxxxxx.xx.xxx/Pages/Report/Shared-Revenue-Estimates.aspx, and the Wisconsin Department of Transportation’s website xxxxx://xxxxxxxxxxxx.xxx/Pages/doing-bus/local- gov/astnce-pgms/highway/gta.aspx.. The Municipality acknowledges that ss. 281.59(11)(b) and 70.60, Wis. Stats., and the Program Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the SDWLP by adding a special charge to the amount of taxes apportioned to and levied upon the county in which the Municipality is located. Further, in the event that the Municipality would become eligible to receive State payments, s. 281.59(11)(b), Wis. Stats., and the General Resolution provide that, if the Municipality fails to repay the Loan when due, the State shall recover amounts due the CWFP by deducting those amounts from any State payments due the Municipality. (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 Municipality's ~~Sewerage~~ Water System or, in the case of a joint utility system, to bill the users of the Municipality's ~~Sewerage~~ Water System directly. (z) The representations of ~~the Commission and~~ 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) The Municipality submitted a water rate application to the Public Service Commission. This water rate application is for Water Rates that shall generate sufficient revenues, together with other funds available to the Municipality, to pay all costs of operating and maintaining the facilities of the Municipality's entire Water System, in accordance with this FAA. The Municipality implemented the Water Rates upon the Wisconsin Public Service Commission's approval of the rate order.

Appears in 1 contract

Samples: Financial Assistance Agreement

Common use of Representations of the Municipality Clause in Contracts