## Draft Letter of Interest

1 U.S. Environmental Protection Agency WIFIA Credit Program

Introduction : Interest ed parties seeking Water Infrastructure Finance and Innovation Act (WIFIA) credit

assista nce must complete and submit a letter of interest to t he U.S. E nvironmental Protection Agency (E PA ) . EPA
evaluate s letters of interest against selection criteria and for creditworthiness . Selected interested parties are invited to submit applications

.

Purpose : Interested parties complete the letter of interest material s to provide EPA with the necessary information to validate the eligibility (as defined in the WIFIA Program Guide), asses s the initial creditworthiness,
and rank each proposed project

. Based on the information provided in submitted letters of interest, EPA will

s elect projects eligible for credit assistance

.

Format : To be considered for WIFIA credit assistance, interested parties must follow the instructions provided to
submit a letter of interest that: 1) describes the interested party and t he construction and operational plans for
the proposed project (s) , 2) outlin es the proposed financial plan , 3) provides a status of the reports and studies required for the project (s) , and 4) describes how the project meets the selection criteria of the WIFIA credit

program.

Please reference the latest Notice of Funding Availability (NOFA) posted in Federal Register for additional

instructions

. Interested parties should refer to the WIFIA website often to ensure that the y are aware of the
latest policies and regulations for the program, as described in the program guide. The total narrative for this
letter of interest should not exceed 2 5 pages, excluding any attachments

.

Selection: EPA may request additional information to supplement the letter of interest and complete its eligibility determination, selection criteria analysis, and/or creditworthiness analysis

. This information may include more detailed descriptions of the proposed project (s)

, the interested party and its organizational st ructure, the project’s readiness to proceed, the project’s financial plan (including a financial model), revenue feasibility studies, and financial commitments to the project from sources other than WIFIA )

. EPA will notify the interested party if it
determ ines that the proposed project is not eligible for WIFIA assistance , fail s to meet the minimum selection

criteria , or needs to address specific eligibility requirements, selection criteria, or financial elements in order to be evaluated by EPA

. Interested parties invited to submit applications will be asked to submit additional
documentation and be required to pay a n application fee

.

Submission: Please complete this form and attach a document with the requested narrative information

, maintaining the order and numbering of the section . Submit these documents as attachments via email to [e

mail]

. If you have questions on completing this letter of interest , please contact the WIFIA program office at ( XXX )

XXX

- XXXX.

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, including 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 failure to file or report information required to be reported may be the basis for denial of financial assistance by EPA. Knowing and willful falsification of information

req uired to be submitted and false statements to a Federal Agency may also subject you to criminal prosecution

. See, for example, 18 U.S.C. § 1001.

## Draft Letter of Interest

2 U.S. Environmental Protection Agency WIFIA Credit Program



## Key Definitions

(a) Administrator means the Administrator of EPA

.

(b) 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 relate d analysis 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 acti vities; (3) The 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 contingen cies, 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.

(c) Federal credit instrument means a secured loan or loan guarantee authorized to be made available under this subchapter with respect to a project.

(d) Interested party , for the purposes of this part, means an entity wishing to apply for WIFIA credit

assistance.

(e) Investment

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

(f) Obligor means an eligible entity that is primarily liable for payment of the principal of, or interest o n, a Federa l credit instrument.

(g) Project means: (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 s ubsection. (2) 1 or more activities described 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 replacement 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 des alination project, a managed aquifer 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

## Draft Letter of Interest

3 U.S. Environmental Protection Agency WIFIA Credit Program

(B) Pursuant to an existi ng plan that, in the judgment of the 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. (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), for which an eligible entity, or a combination of eligible entities, submits a single application.

(h) Public entity means : (1) a Federal, State, or l ocal G overnmental e ntity, a gency, or i nstrumentality ; or (2) a Tribal G overnment or c onsortium of T ribal Government s

.

(i) Publicly sponsored means the obligor can demonstrate, to the satisfaction of the Administrator that the interested party has consulted with the affected State, local or Tribal G overnment in which the project is located, o r is otherwise affected by the project, and that such government supports the proposed project.

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

(k) Smal l Community means a community of no more than 25,00 0 individuals

.

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

(m) State infrastructure financing authority means th e 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).

(n) WIFIA means the Water Infrastructure Finance and Innovation Act of 2014, Pub. L. 113

- 121, 33

U.S.C. 3901

- 3914.

## Draft Letter of Interest

4 U.S. Environmental Protection Agency WIFIA Credit Program



## Letter of Interest

Provide the following information in this form or as narrative answers. Na rrative answers can reference source documents (include the name of the document and relevant pages or sections). Provide any referenced documents as attachments.



### Section A: Interested Party Information

1. Legal name :

2. Other n ames under which the interested party does business :

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

4. DUNS number :

5. Department and division name :

6. Business street address

, city

, state

, zip :

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

8. Congressional district :

9. W ebsite :

10. Type of entity (check all that apply):

 Corporation
 Partnership
 Joint V enture
 Trust
 Federal, State, or L ocal G overnmental E ntity, A gency, or I nstrumentality
 Tribal G overnment or C onsortium of T ribal G overnments
 State I nfrastructure F i nance A uthority
 Combination of the Above Entities

11. Describe the overall organizational structure for the project (s), including the individual members of the project team(s).

12. If the interested party is not a public entity or in the case of the interested party being a state infrastructure finance authority, the sub

- recipient(s) is not a public entity, is the project(s) publicly sponsored? Please explain.

13. Describe the interested party’s financial condition and experience in undertaking the capital proje cts of a similar scope and size.

14. Describe the interested party’s preparedness to s ubmit an application within 365 days after

re ceiving an invitation to advance.



### Section B: Project Plan

1. Project n ame (s) (for purposes of identification assign a short name to the project (s) ) :

2. Project w ebsite (s) :

## Draft Letter of Interest

5 U.S. Environmental Protection Agency WIFIA Credit Program

3. Brief description of the project :

4. D escribe the location of the project (s)

, including major intersecting highway and rail routes

.

5. Coun ty(s) project (s) will serve :

6. Population served by the project :

7. Total population served by system :

8. Describe the purpose (including quantitative or qualitative details on public benefits the project(s) will achieve) and design features of the project (s).

9. Describe the project development schedule(s), including the proposed pr oject start and end
dates.

10. Provide any analysis (i.e. preliminary engineering reports, feasibility studies, preliminary designs, siting studies, etc.) completed in support of the project(s). Provide any referenced documents as
attachments.

11. P resent the find ings of any alternatives analysis or business cases conducted. Describe the project alternatives considered and the rationale ( i.e., lowest capital cost, greater ease of operation, most reliable, fewest environmental impacts, etc. ) for the selected alterna tive; this description should include the technical, manageria l , financial, environmental, operational and local decision making rationale for the selected approach. Provide any referenced documents as
attachments.

12. Briefly discuss any other issues that may affect the development and financing of the project (s)

, such as community support, pe nding legislation, permitting, or litigation.

13. If available, provide a copy of the system master plan or like document.

14. Present the environmental review process and status of such for the project(s).

15. Describe the status of any additional permits and approvals that the project(s) may require

.

16. If applicable, detail how the p roject(s) serves a small community ( a community of n o more than 25,00 0 individuals)

.

17. If applicable, describe community outreach efforts conducted to date and planned for the project(s).



### Section C : Project Operations and Maintenance Plan

1. Provide the estimated useful life of the project(s).

2. Describe the pr oject(s)’s operation, maintenance, and repair plan, including sources of revenue
to finance those activities.

## Draft Letter of Interest

6 U.S. Environmental Protection Agency WIFIA Credit Program

3. Describe any contractual arrangements that may impact the operation of the project(s).



### Section D : Financ ing Plan

1. Provide a narrative, addressing the financial structure of the project (s), a projection of debt service coverage ratios, and how the p roject (s) ’s senior debt obligations will ga rner an investment

- grade rating(s).

2. List the estimated total capital costs of the projec t(s), broken down by ac tivity type and differentiating between eligible project costs and ineligible project costs.

3. List the a mount of the WIFIA assistance requested for the project(s). WIFIA assistance is generally limited to 49 percent of eligible project costs.

4. L ist the proposed sources of funding and credit enhancements for the project (s) by source, listing the aggregate amount and type, including a schedule showing the expected amo unt and timing of disbursements.

5. Identify the terms of the interested party’s debt and eq uity financing sources, as applicable.

6. I dentify the terms expected for each source of financing for the project (s) , including the WIFIA
assistance.

7. Provide a sources and uses of funds exhibit for the construction period(s) showing the timing
and amount of expected equity and debt funding by source.

8. Attach a summary financial pro forma which presents key assumptions and annual project cash flows through the final maturity of the proposed WIFIA debt.

9. Describe the r evenue s ource(s) p ledged to r epayment , and de scribe preliminary revenue projections.

10. D escribe the results and status of revenue feasibility studies

. 11. Has the interested party consulted with the applicable State Revolving Fund (SRF) Authority to procure SRF funding? If so, explain.



### Section E : Selection Criteria If the selection criteria is not relev ant to the project(s), respond “not applicable.”

1. National or regional significance: Describe the extent to which the project(s) is nationally or regionally significant, with respect to the generatio n of economic and public health benefits, such as the reduction of flood risk, the improvement of water quality and quantity including aquifer recharge, and the protection of drinking water including source water protection.

2. Enables project to proceed earl ier: Describe the likelihood that assistance under this subtitle would enable the project(s) to proceed at an earlier date than the project would otherwise be able to proceed.

3. New or innovative approaches: Describe the extent to which the project(s) uses n ew or innovative approaches.

4. Protection against extreme weather events: Describe the extent to which the project(s) protects against extreme weather events, such as floods or hurricanes.

5. Maintain or protect the environment: Describe the extent to which the project(s) helps maintain or protect the environmen t or public health.

6. Serves energy exploration or production areas: Describe the extent to which the project(s) serves regions with significant energy exploration, development, or production areas.

7. Serves regions with water resource challenges: Describe the extent to which the project(s) serves regions with significant water resource challenges, including the need to address water

## Draft Letter of Interest

7 U.S. Environmental Protection Agency WIFIA Credit Program

quality concerns in areas of regional, national, or international significanc e; water quantity concerns related to groundwater, surface water, or other resources; significant flood risk; water resource challenges identified in existing regional, state, or multistate agreements; and water resources with exceptional recreational valu e or ecological importance.

8. Addresses identified priorities: Describe the extent to which the project(s) addresses identified municipal, state, or regional priorities.

9. Readiness to proceed: Describe the readiness of the project(s) to proceed toward develop ment, including a demonstration by the interested party that there is a reasonable expectation that the contracting process for construction of the project can commence by not later than 90 days after the date on which a Federal credit instrument is obliga ted for the project under this
subtitle.

10. Repair, rehabilitation, or replacement: Describe t he extent to which the project addresses needs for repair, rehabilitation

, or replacement of a treatment works, community water system, or aging water distribution or wastewater conveyance system

.



### Section F : Contact Information

1. Primary p oint of c ontact

2. Secondary p oint of c ontact



### Section H : Certifications

1. National Environmental Policy Act: The interested party acknowledges that any project receiving credit assistance under this p rogram 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 interested party 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 guida nce. 3. Prevailing Wages : The interested party 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 t he same type of work on similar Name:
Title:
Street Address: City/State/Zip:
Phone:

E

- mail: Name : Title:
Street Address: City/State/Zip:
Phone:

E

- mail:

## Draft Letter of Interest

8 U.S. Environmental Protection Agency WIFIA Credit Program

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. 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 influence 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 interprets this provision to include the use of ap propriated funds to influence or attempt to influence the selection for assistance under the WIFIA program.

WIFIA interested parties must file a declaration: (a) with the submission of a n a pplication for

WIFIA credit assistance; (b) upon receipt of WIFIA c redit 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 materially affects the accuracy of the in formation 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 contract, grant, loan, or cooperative ag reement.
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 or employee of Congress, or an employ ee 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

. 3. The undersig ned 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 agreements) 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 tra nsaction 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.

5. Debarment: The undersigned furthe r 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 final determination still pending; 3) v oluntarily 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 Deba rment and Suspension Regulations: 2 C.F.R. Part 180 and Part 1532

.

## Draft Letter of Interest

9 U.S. Environmental Protection Agency WIFIA Credit Program

6. 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 gua ranteed by the Federal Government.

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

- exhaustive list of federal cross

cutting statutes and regulations c an be found at: www.epa.gov/wifia.

8. Signature: By submitting this letter of interest , the undersigned certifies that the facts stated and the certifications and representations made in this letter of interest are true, to the best of
the interested party ’s knowledge and belief after due inquiry, and that the interested party has

not omitt ed any material facts. The undersigned is an authorized representative of the interested party

.

Signature: Date Signed: Name:
Title:
Street Address: City/State/Zip:
Phone:

E

- mail: