## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program

Introduction : The U.S. Environmental Protection Agency (EPA) will invite selected interested parties to submit this application for Water Infrastructure Finance and Innovation Act (WIFIA) credit assistance. EPA will use the collected information to further evaluate recipients and to develop loan agreement documents. EPA may ask applicants to provide additional supporting materials or to clarify details during the review and negotiat ing process. The applicant is required to notify of and submit to EPA any superseded application materials during the review period.

Purpose : The purpose of the application is to ensure that the applicant and project(s) are creditworthy and to

calculate the amount of budget authority that will be needed to fund the project(s).

Format : Applications must include all requested information and will not be reviewed if incomplete. Applications should be placed in three

- hole punch binders with sections and t abs following the sequence and page limit shown in the application checklist appearing on page four (4) of this application.

Submission: Applicants should submit completed a pplications that include all components o n the application

c hecklist

. EPA may request additional items from applicants on a case

- by

- case basis. The application form must be

submitted both electronically on a CD and printed with the other materials requested in this application. The completed application package , including a CD containing electronic versions of the entire application with attachments (not in PDF or “values” format) should be sent to the attention of NAME, ADDRESS . Applicants are

advised to u se an express mail or courier delivery service to ensure delivery con firmation of the package.

Selection: EPA’s invitation of an interested party to submit an application for the WIFIA program does not imply

that EPA has approved all elements proposed in the letter of interest . For example, EPA may require changes in the

p roject’s financial plan proposed in the letter of interest

. C redit assistance is subject to a determination of

creditworthiness and negotiation of a credit agreement satisfactor y to EPA.

Charges : EPA require s a non

- refundable application fee to be paid at the time of submission

. A credit processing fee will be charged to fully cover EPA ’s financial, legal, and other expert advisory services costs in connection with the evaluation and negotiation of the terms of WIFIA credit assistance for the project. Th e applicant must reimburse

EPA for costs incurred in negotiating the credit agreement irrespective of whether the credit agreement is executed. By submitting this application, the applicant certifies tha t it will pay all required fees as outlined in the

No tice of Funding Availability in the Federal Register.

Information Requests: If an applicant desires that any information submitted in its application or any supplement thereto not be released by EPA upon request from a member of the public or otherwise made publicly available,

the applicant must identify the confidential business information and provide reasons why such information is

confidential business information and should not be released, inc luding particulars as to any competitive harm which would potentially result from the release of such information. EPA will keep such information confidential to the extent permitted by law.

Warning : Falsification or misrepresentation of information or fai lure to file or report information required to be reported may be the basis for denial of financial assistance by the Environme ntal Protection Agency . Knowing and willful falsification of information req uired to be submitted and false statements to a Feder al Agency may also subject you to criminal prosecution . See, for example, 18 U.S.C. § 1001.

## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program



## Key Definitions

(a) Administrator means the Administrator of EPA

.

(b) Applicant means the entity submitting the application for WIFIA credit assistance

.

(c) Eligible project costs mean amounts, substantially all of which are paid by, or for the account of, an obligor in connection with a project, including the cost of: (1) Development

- phase activities, including planning, feasibility analysis (including any related analysi s necessary to carry out an eligible project), revenue forecasting, environmental review, permitting, preliminary engineering and design work, and other preconstruction
activities; (2) Construction, reconstruction, rehabilitation, and replacement activities; (3) T he acquisition of real property or an interest in real property (including water rights, land relating to the project, and improvements to land), environmental mitigation (including acquisitions pursuant to section 5026(7)), construction contingencies, and acquisition of equipment; and (4) Capitalized interest necessary to meet market requirements, reasonably required reserve funds, capital issuance expenses, and other carrying costs during construction.

(d) Investment

- grade rating means a rating category of BBB m inus, Baa3, or higher assigned by a rating agency to project obligations offered into the capital markets.

(e) Obligor means an eligible entity that is primarily liable for payment of the principal of, or interest on,

a Federal credit instrument.

(f) Project mea ns: (1) 1 or more activities that are eligible for assistance under section 603(c) of the Federal Water Pollution Control Act (33 U.S.C. 1383(c)), notwithstanding the public ownership requirement under paragraph (1) of that subsection. (2) 1 or more activities des cribed in section 1452(a)(2) of the Safe Drinking Water Act (42 U.S.C. 300j

– 12(a)(2)). (3) A project for enhanced energy efficiency in the operation of a public water system or a publicly owned treatment works. (4) A project for repair, rehabilitation, or replacem ent of a treatment works, community water system, or aging water distribution or waste collection facility (including a facility that serves a population or community of an Indian reservation). (5) A brackish or sea water desalination project, a managed aquife r recharge project, or a water recycling project. (6) Acquisition of real property or an interest in real property

— (A) If the acquisition is integral to a project described in paragraphs (1) through (5); or (B) Pursuant to an existing plan that, in the judgment of th e Administrator or the Secretary, as applicable, would mitigate the environmental impacts of water resources infrastructure projects otherwise eligible for assistance under this section. (7) A combination of projects, each of which is eligible under paragraph (1) or (2), for which a State infrastructure financing authority submits to the Administrator a single application.

## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program

(8) A combination of projects secured by a common security pledge, each of which is eligible under paragraph (1), (2), (3), (4), (5), or (6), fo r which an eligible entity, or a combination of eligible entities, submits a single application.

(g) Rating agency means a bond rating agency identified by the Securities and Exchange Commission as a Nationally Recognized Statistical Rating Organization.

(h) Sta te means any one of the fifty states, the District of Columbia, Puerto Rico, or any other territory or possession of the United States.

(i) State infrastructure financing authority means the State entity established or designated by the
Governor of a State to receive a capitalization grant provided by, or otherwise carry out the requirements of, title VI of the Federal Water Pollution Control Act (33 U.S.C. 1381 et. seq.) or section 1452 of the Safe Drinking Water Act (42 U.S.C. 300j

– 12).

(j) WIFIA means the Wate r Infrastructure Finance and Innovation Act of 2014, Pub. L. 113

- 121, 33

U.S.C. 3901

- 3914.

## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program



## Application Checklist

WIFIA a pplications must include the following

Item Page Limit (excluding Exhibits) Copies (Plus Original)
Application Form 1 4

Certifications 2 4
Section A: Applicant Information 10 4 Background
Organizational Structure Litigation and/or Conflicts

S ection B: Detailed Project Information 15 4 Project Description
Location Construction Plans and Specifications Estimated Project Cost Project Schedule Alternatives Analysis Bond Engineer’s Report
Environmental Review Other Permits and Approval
Project Management Team Project Management and Compliance Monitoring Plan
Construction Risks and Mitigation Strategies
Section C: Operation and Maintenance Plan 8 4 Customer Concentration Analysis
Management Experience Source of Supply
Operational Risks and Mitigation Strategies
Section E: Financing Plan 15 4

Source of Funds Dedicated Sources of Income for Repayments Available Sources of Security Proposed Terms for WIFIA Assistance
Financing Restrictions

Rate

Exhibit I: Applicant Background 1

Exhibit II: Organizational Chart 1

Exhibit III: Financial Statements 1

Exhibit IV: Project Map 1

Exhibit V: Construction Plans and Specifications 1

Exhibit VI: Alternatives Analysis 1

Exhibit VII: Bond Engineer’s Report 1

Exhibit VIII: Operations and Maintenance Plan 1

Exhibit IX : Cash Flow Pro Forma 1

Exhibit X: Source of Funds 1

Exhibit X I : Projected Revenues 1

Exhibit XI I : Preliminary Rating Letter 1

Exhibit XIII : Proposed Terms and Conditions for WIFIA Assistance 1

Exhibit XII : Rate Studies and Rate Schedules 1

Other: Non

- refundable Application Fee

## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program



## Application Form

1. Legal name:

2. Project Name:

3. Other names under which the applicant does business:

4. Employer/taxpayer identification number (EIN/TIN):

5. DUNS number:

6. Department and division name:

7. Business street address, city, state, zip:

8. Mailing street address (if different from above):

9. Congressional district of applicant:

10. Applicant website:

## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program



## Certifications

1. National Environmental Policy Act: The applicant acknowledges that any project receiving credit assistance under this program must compl y with all provisions of the National Environmental Policy Act of 1969 (42 U.S.C. 4321 et seq.)

2. American Iron and Steel: The applicant acknowledges that any project receiving credit assistance under this program for the construction, alteration, maintenance, or repair of a project may only use iron and steel products produced in the United States and must comply with all applicable guidance.

3. Prevailin g Wages : The applicant acknowledges that a ll laborers and mechanics employed by contractors or subcontractors on projects receiving credit assistance under this program shall be paid wages at rates not less than those prevailing for the same type of work on similar construction in the immediate locality, as determined by the Secretary of Labor , in accordance
with sections 3141

- 3144, 3146, and 3147 of Title 40 (Davis

- Bacon wage rules).

4. Credit Ratings: This applicant has received a preliminary rating opinio n letter(s) or current credit rating on the senior debt instrument, from one or more rating agencies . These letters or rat ings
are attached as Exhibit XII

. 5. Credit Processing Fees: The undersigned certifies that it will reimburse EPA for its costs incurred in negotiating the credit agreement, irrespective of whether the credit agreement is executed.

6. Lobbying: Section 1352 of Title 31, United States Code provides that none of the funds appropriated by any Act of Congress may be expended by a recipient of a contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influe nce an officer or employee of any Federal agency, a Member of Congress, or an employee of a Member of Congress in connection with the award or making of a Federal contract, grant, loan, or cooperative agreement or the modification thereof. The EPA interpre ts this provision to include the use of appropriated funds to influence or attempt to influence the selection for assistance under the WIFIA program. WIFIA applicants must file a declaration: (a) with the submission of a n a pplication for WIFIA
credit assis tance; (b) upon receipt of WIFIA credit assistance (unless the information contained in the declaration accompanying the WIFIA application has not materially changed); and (c) at the end of each calendar quarter in which there occurs any event that materia lly affects the accuracy of the information contained in any declaration previously filed in connection with the

WIFIA credit assistance. The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any
Federal cont ract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer o r employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form

- LLL, “Disclosure Form to Report Lobbying,” in a ccordance with its instructions

.

## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreement s) and that all subrecipients shall certify and disclose accordingly

. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure

. 7. Debarment: The undersigned further certifies that it is not currently, nor has it been in the preceding three years: 1) debarred, suspended

, or declared ineligible from participating in any Federal program; 2) formally proposed for debarment, with a fin al determination still pending; 3) voluntarily excluded from participation in a Federal transaction; or 4) indicted, convicted, or had a civil judgment rendered against it for any of the offenses listed in the Regulations Governing Debarment and Suspension (Governmentwide Nonprocurement Debarment and Suspension Regulations: 2 C.F.R. Part 180 and Part 1532

. 8. Default/Delinquency: The undersigned further certifies that neither it nor any of its subsidiaries
or affiliates are currently in default or delinquent on any debt or loans provided or guaranteed by the Federal Government.

9. Other Federal Requirements : The applicant acknowledges that it must comply with all other federal statutes and regulations, as applicable . A non

- exhaustive list of federal cross

- cutti ng statutes and regulations can be found at: www.epa.gov/wifia.

10. Signature: By submitting this application, the undersigned certifies that the facts stated and the certifications and representations made in this application are true, to the best of the applicant’s knowledge and belief after due inquiry, and that the applicant ha s not omitted any material facts. The undersigned is an authorized representative of the applicant.

Signature:

Date S igned : Name:
Title:
Street Address: City/State/Zip:
Phone:

E

- mail:

## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program



## Supporting Narrative

Section A: Applicant Information (10 page limit , excluding Exhibits )

1. Background :

a. Describe the applicant’s history, ownership, and legal structure (e.g., state governmental agency, local governmental agency, corporation, or partnership). Include a copy of the statutory authority under which the entity was created as part of Exhibit I

, i f applicable.
b. Describe the legal authority of the applicant to carry out proposed project activities described in the application packet, including levying taxes, issuing debt, charging fees, and/or receiving dedicated funding from another entity. Provide documentation as part
of Exhibit I

.
c. Identify whether governmental entities (other than the applicant) must approve the submission of the application packet, the funding of activities, or the carrying out of activities in the application (other than permits ). Provide documentation as part of
Exhibit I

. 2. Organizational S tructure :

a. Describe the applicant’s organizational structure and the applicant’s relationship to any subsidiaries or affiliates. Include the legal names of key principals and staff (e.g., projec t manager and chief financial officer) and any recent or proposed changes to the organizational structure.
b. Provide an organizational chart as Exhibit II , to include the major parties involved in planning, owning, financing, constructing, operating, and/or maintaining the project (s)

. Include the major service contractors that have been, or will be, retained for the project (e.g., architects, developers, engineers, attorneys, financial advisors and underwriters,

en vironmental consultants). EPA may request ad ditional documentation from major parties other than the applicant as part of the project evaluation and approval process. 3. Litigation and/or Conflicts : Disclose any current, threatened, or pending litigation involving the applicant related to permitting, public involvement, environmental irregularities, construction defects, securities fraud, conflict of intere st, failure to perform under a S tate or Federal contract, or other charges which may reflect on the applicant’s financial position or ability to

com plete the project (s)

. 4. Financial Statements: Provide year

- end audited financial statements for the past three years, as available, as Exhibit III

.

Section B: Detailed Project Information (15 page limit , excluding Exhibits )

1. Project Description : Describe the need for the project (s) , its basic design features, and what it will accomplish. Include an assessment of the current condition of all water facilities relating to the project. If the project (s) ’s current scope differs from what is described in the letter of

interest , please explain.

2. Location : Describe the location of the project (s) , including major highways and rail routes, and

a ttach a map as Exhibit I V . Include the name(s) of the counties that the project (s) will serve.

3. Construction Plans and Specifications: Attach the construction plans and specifications (with P.E. stamp) for the project(s), including, but not limited to, 

### construction drawings, specifications, construction contract forms, bidding instructions, etc., as Exhibit V.

4. Estimated Pr oject C ost:

## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program

a. Provide a detailed cost estimate for the project (s)

. Distinguish between total and eligible project costs. D escribe any costs or activities that may not be WIFIA

- eligible.

b. For eligible project costs, provide an activity breakdown, as applicable, for: development

- phase activities; construction, reconstruction, rehabilitation, and replacement activities; the acquisition of real property or an interest in real property, environmental mitigation, co nstruction contingencies, and acquisition of equipment; and capitalized interest. Include other cost categories as necessary.

5. Project Schedule (s): Provide a timeline (s) that illustrates the estimated start and completion dates for each major phase or miles tone of project development, construction

, and/or acquisition. Indicate the applicant’s current status on this timeline.

6. Alternatives Analysis:

a. If an alternatives analysis or business case analyses was not provided in the letter of interest, provide docum entation of such analysis.
b. Describe in detail the alternatives available, including the discussion of a “no action” alternative. The number and types of alternatives depend upon the scope and complexity of the project.

c. Use a minimum planning period of fi ve (5) years, and a maximum planning period not to exceed the useful life of the project.
d. Describe the rationale ( i.e., lowest capital cost, greater ease of operation, most reliable, fewest environmental impacts, etc. ) for the selected alternative. T his ra tionale should include the technical, manageria l , financial, environmental, operational

, and local decision making approaches.

e. Provide any referenced documents as Exhibit VI

. 7. Bond Engineer’s Report: Describe the i ndependent bond e ngineer’s r eport (s) , and summarize the primary conclusions of the report (s) . Include the bond e ngineer’s r eport (s) as Exhibit VI I

. 8. Environmental Review : Summarize the status of the project (s) ’s environmental review. Specifically, discuss whether the project (s) has received a Categorical Exclusion, Finding of No Significant Impact, or Record of Decision, or at a minimum, whether a draft Environmental Impact Statement has been circulated in accordance with the National Environmental Policy Act. A copy of the repo rt(s) will be required prior to execution of the credit agreement with EPA.

9. Other Permits and Approval: List all other major permits and approvals necessary for construction of the project (s) and the date, or projected date, of the applicant’s receipt of s uch permits and approvals. The list should include permits and approvals required under local, regional, S tate, and F ederal laws and regulations. In particular, indicate when outstanding approvals by S tate or local government entities are expected. Copies of major permits and approvals will be required upon execution of a credit agreement with EPA

. 10. Project Management Team (s) : Identify the entity (s) responsible for the construction of the project (s) , and describe the experience, technical capacity, and fina ncial background of each entity . If the entity is a contractor, describe the contractual arrangement between the contractor and the applicant.

11. Project Management and Compliance Monitoring Plan: Provide a comprehensive project management and monitoring pla n that will demonstrate the applicant’s ability to deliver the project (s) as planned, fulfill all project commitments, and ensure compliance with all terms of the credit agreement, including all applicable regulations and provision of law. The plan should provide: (a) information on the roles and responsibilities of all entities with decision making authority for the project (s) ; (b) status reporting processes that document not only the status but

## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program

changes and potential risks; and (c) coordination processes t hat provide for advance notification of potential issues to all appropriate agencies and timely resolution.

12. Construction Risks and Mitigation Strategies: Identify risks to the project construction being completed as described in the project schedule (s) and within the estimated project cost. Sample risks might include construction schedules, cost escalation, approvals, and litigation. Identify all mitigation strategies and proposed cost

- containment approaches.

Section C: Operations and Maintenance Plan (8 page limit, excluding Exhibits)

1. Operation and Maintenance Plan: Attach the operation and maintenance plan for the project (s)

as Exhibit VII I

. This plan should describe any contractual arrangements that the applicant plans to execute for the operation an d maintenance of the project(s), cost estimates for operating and maintaining the project(s), key performance indicators, insurance policies that may be used to cover the project(s), and reserves that will be set aside for the maintenance of the project(s)

. 2. Customer Concentration Analysis: List the historical, if available, or projected breakdown of customers, and list the top ten customers by percentage of revenues.

3. Management Experience : Describe each contractor with whom the project (s) has a contractual arrangement for the operation and maintenance of the project (s) , or the management team that will be overseeing the operation and maintenance of the project (s) . This description should list the members of the management team, and similar projects that each member of the management team has worked on.

4. Source of Supply : Describe the water or wastewater intake source (s) , and its specifications. Identify whether the source (s) of supply has been secured, and if so, in what quantities.

Describ e how the source (s) of supply specifications are compatible with the project design.

5. Operational Risks and Mitigation Strategies : Identify operational risks facing the project (s)

, such as insufficient subscription, insufficiency of supply, deterioratio n o f distribution and

conveyance systems, and litigation risks. Identify all mitigation strategies.

Section E: Financing Plan (15 page limit, excluding Exhibits)

1. Cash Flow Pro Forma : Attach the cash flow pro for ma (s) for the project (s) as Exhibit IX . The pro
forma (s) should include both a statement of sources and uses and a projection of monthly or quarterly cash flows during the construction period and annual cash flows thereafter. All amounts should be expressed on a cash (year

- of

- expenditure) basis and shou ld include a narrative describing assumptions used to arrive at such estimates. The pro forma (s) should
include:

a. Projected cash flows through such time as all project debt is repaid, including separate line items for each category of revenue (such as taxe s and user fees ) and expenditure (at a minimum, construction expenditures, operations and maintenance, contributions to reserves and capital replacement funds, debt service, repayments of the WIFIA credit

assistance , and repayment of other borrowed funds, if any);
b. Estimated debt service coverage, separated into Federal, non

- Federal (addressing, as applicable, senior and junior lien debt), and illustrating projected combined coverage, as applicable;

c. Amortization schedule for all project debt, separated into Federal, non

- Federal (addressing, as applicable, senior

- and junior

- lien debt), and combined components; and
d. Anticipated repayment schedule illustrating the disbursement and repayment of the requested WIFIA credit assistance

. 2. Sources of Funds :

## Draft Application U.S. Environmental Protection Agency WIFIA Credit Program

a. List the so urce of funds for the total project (s)

. Sources should include separate line
items, as a pplicable, for Federal grants, S tate grants, local grants, private investment (equity or debt); any other contributions, market value of right

- of

- way dedications,

bond proceeds (general obligation, revenue, and others), other borrowing (specify), investment income, revenues, and Federal credit assistance proceeds. For each line item, describe the status of the source (e.g., requested, committed, and received).

Provide s upporting documentation to evidence the status of these funds in Exhibit X

. b. List all the uses of funds for the total project (s)

. Uses should include separate line items, as applicable, for development

- phase activities; construction, reconstruction,

rehabil itation, and replacement activities; the acquisition of real property or an interest in real property, environmental mitigation, construction contingencies, and acquisition of equipment; and capitalized interest. Include other uses categories as necessary.

Note: Total sources and uses should be equal to one another and equal the estimated total project costs. All estimates should be expressed in year

- of

- expenditure dollars.

3. Dedicated Sources of Income for Repayment:

a. Describe all revenue sources to be use d to repay project financing. Specify the nature of the revenue source (dedicated or not dedicated), the expected rate(s), the base to which such rates will be applied (e.g. average monthly consumption), projected revenues from each source, and projected i ncreases or decreases in such revenues over time. Include rate covenants that may affect these revenue sources.
b. Elaborate on existing or anticipated pledges/claims on revenues and provide a brief summary of all claims on the flow of funds

c. Attach documentat ion as Exhibit X I to provide the basis for projected revenues and their respective anticipated rates of change. If independent revenue projections have not yet been obtained, state when such independent projections will be completed and identify
the consul tant engaged to perform the analysis.

4. Available S ources of Security : Describe any source of revenues or assets that the applicant ( s ) plans to use as security for the WIFIA assistance.

5. Preliminary R ating L etter from a Rating Agency on the P roject’s S enior O bligations : Submit as
Exhibit X II a preliminary rating letter from a rating agency

, describing the applicant’s ability to
obtain an invest ment grade rating on the project (s) ’ s s enior obligation(s), which may be the

WIFIA assistance.

6. Proposed T erms for th e WIFIA assistance : Identify the p roposed t erms for the r equested WIFIA

credit assistance , including at a minimum the amount, origination date, final maturity date, estimated interest rate, timing of disbursements, pledged security, repayment sources, amortization schedule, and lien position. The proposed terms and conditions should be

submitted as Exhibit XIII

. 6. Financi n g Restrictions: Describe any restrictions that may limit the project(s) ’s ability to pursue additional funding or transfer funds from the applicant, such as Additional Bo nds Tests or closed
indentures.

7. Rate: Describe any regulations governing rate setti ng, including rate covenants. If applicable

, include the last three rate studies and rate schedules for the applicant as Exhibit XIV

.