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HomeMy WebLinkAboutGeorgia Environmental Facilities Authority Augusta Richmond GA DOCUMENT NAME: e1e.o'(Cj\~ S\\'\j\ '(C(l\("\en-\G.l \=.o..c.-\\ \-De~ f\u\\nO,(\~ DOCUMENT TYPE: CJ),Vr<QC-\- YEAR: C119 BOX NUMBER: 0 @ FILE NUMBER: \ '60a. , NUMBER OF PAGES: ~ 1 P' STATE OF GEORGIA, AUGUSTA-RICHMOND COUNTY SRF Federal Money Loan ContractlProj ect No. SRF 95-001 No. TWO of THREE Executed Original Counterparts COUNTERPART OF EPD COUNTY OF FULTON: CONTRACT FOR FINANCING ENVIRONMENTAL FACILITIES AND FOR OTHER SERVICES BY GEORGIA ENVIRONMENTAL FACILITIES AUTHORITY ("Environmental Services Contract") TIllS ENVIRONMENTAL SERVICES CONTRACT is entered into as of this ~1.w n'V ICLj~ Z' day of _ , 19~, among the GEORGIA ENVIRONMENTAL FACILITIES AUTHORITY, an instrumentality of the State of Georgia and a public corporation ("Authority"), whose address for purposes hereof shall be 2090 Equitable Building, 100 Peachtree Street, NW, Atlanta, Georgia 30303; DIRECTOR OF THE ENVIRONMENTAL PROTECTION DIVISION of the State of Georgia ("Director"), whose address for purposes hereof shall be 205 Butler Street, Atlanta, Georgia 30334 and the Augusta- Richmond County, a municipal corporation of the State of Georgia ("Local Government") whose address for purposes hereof shall be Room 806 Municipal Building, Augusta, Georgia 30911. 1 ,. WITNESSETH WHEREAS, the Authority is authorized to accept capitalization grants clisbursed under the Federal Water Pollution Control Act, as amended by the Water Quality Act of 1987, and with them to establish a revolving fund to assist local governments in the construction of publicly owned sewer systems and other treatment works, 33 U.S.C.A. Sections 1381 ~. (May, 1987) and O.C.G.A. Sections 50-23-5, and 50-23-9 and 12-2-4 and 12-2-6 and 12-2-7; and WHEREAS, the Authority has established the "State Revolving Loan Fund" (the "Fund") and has entered into a capitalization grant agreement with the United States Environmental Protection Agency ("EPA"); and WHEREAS, the Authority has contracted with the Director of the Environmental Protection Division (EPD) of the Department of Natural Resources to provide certain technical services to assist in the administration of the Fund O.C.G.A. Section 50-23-9; and WHEREAS, the loan to Local Government provided for in this contract will be from a Capitalization Grant made to the Authority by EPA. NOW, THEREFORE, BE IT AGREED AS FOLLOWS: 1. LOAN 1.1 Loan Made and Accepted. 2 ,. 1.1.1 In consideration of the mutual promises of this contract, and upon and subject to its terms and conditions, the Authority agrees to make, and administer, and the Director agrees to assist, and Local Government agrees to accept, the loan herein provided for (the "loan"). Before any disbursement is made, Local Government shall execute and deliver to Authority a promissory note (the "promissory note" or "note"). The amount of the note (the "loan amount"), its other terms and its form are set out in Appendix "E". 1.1.2 The promissory note is made payable to the State Revolving Loan Fund, and Local Government acknowledges and accepts the Authority as a proper representative of the fund. 1.2 Nature of the commitment. 1.2.1 This is a commitment to lend particular funds made available to the Authority for the Fund pursuant to the capitalization grant agreement with EP A. It is not a commitment to lend or grant any other funds and is not a pledge of the credit of the State. The money is made available to the Authority for the Fund by means of a federal Letter of Credit through procedures described in the Initial Guidance and in the capitalization grant. 1.2.2 A loan administration fee equalling four percent (4%) of the amount of the principal will be charged to Local Government. The fee is due and payable on or before the date for commencing payments. The fee is an eligible project cost and may be capitalized over the life of the permanent loan repayment. 1.3 Purpose Limited to Project. Local Government shall use the proceeds of the loan only to pay the actual costs of the environmental facilities Project. The Project is described in Appendix "A" and more specifically as approved in the fIles of the Authority and Director. Only the costs shown 3 t in the breakdown and estimates of the Project budget described in Appendix "A" shall be allowed. Costs of construction shall be allowed only for work called for in plans and specifications approved by Director. Proceeds may not be used to pay for labor performed by employees of the Local Government but may be used to pay for materials installed by them. 1.4 Disbursements. 1.4.1 Authority shall make and Local Government shall accept full or partial disbursements only against incurred, actual costs up to the loan amount as provided in this contract. 1.4.2 For purposes of making requests for disbursement and representing Local Government in all administrative matters pertaining to administration of this contract, Local Government shall designate a single officer or employee ("contact person"). 1.4.3 Authority shall make disbursement by Electronic Funds Transfer or by its check mailed directly to a local bank. 1.4.4 The contact person shall be designated by Local Government before it may request disbursements and shall be subject to Authority approval. Before any disbursement Local Government shall execute any documents of Authority reasonably necessary or convenient to the foregoing. 1.4.5 Requests for disbursement may be made only after the costs for which the draw is requested have been incurred. Unless Authority otherwise approves, Local Government shall not request disbursement against retainage until retainage is paid. Unless Authority otherwise approves, when the Project budget indicates that the loan shall bear only a portion of the cost of the Project, or a portion of certain itemized costs, any draw shall not 4 exceed the same proportion of such costs reported for disbursement. 1.4.6 Requests for disbursement shall be made on forms of the Authority unless the Authority otherwise directs, and shall be accompanied by such invoices and other proofs as the Authority may reasonably require. 1.4.7 Authority may require that each draw request shall be submitted to Authority or to an agency of government which Authority designates at least 21 days before the day disbursement is requested and may limit draw requests to one per month. Processing on shorter notice or faster schedule shall not amend this provision. 1.5 Changes in Due Date and Amount of Promissory Note. 1.5.1 The loan amount has been determined, in part, upon the basis of the projected cost of the Project as shown in Appendix "A" . The date for commencing payments shown on the promissory note likewise is determined in light of the expected Project schedule shown in Appendix "A". Appendix "B" shows the repayment schedule anticipated by the parties on the basis of these appendices. Both the loan amount (principal) and the date for commencing payments may be changed but only as stated below. 1.5.2 Local Government may elect to increase the loan amount by including in principal on the date for commencing payments the interest which has accrued from each disbursement to that date. It may make such an election without prior approval of Authority by notice given on or before the date for commencing payments. 1.5.3 Further, the Authority, pursuant to the Authority's policies and in the Authority's sole discretion, may agree to adjust the loan amount and to extend the date for commencing payments by no more than six months, in each case upon the written request of Local 5 Government. The decision shall be entirely in the discretion of the Authority, who may consider without limitation, the reasons stated by Local Government, any increase in jeopardy to the Fund and regardless of cause and jeopardy Authority's program for the Fund as a whole. 1.5.4 A simple change in the loan amount or an extension of the date for commencing payments shall be documented administratively by notice under this contract and substitution of a new promissory note. Where approval is required, the Authority may, but need not, impose new terms and conditions, which shall be documented accordingly. 1.6 Deadline for Borrowing and Termination of Promise to Lend. The Authority, in the Authority's sole discretion, may terminate the promise to lend all or any portion of the loan amount which has not been borrowed if: 1.6.1 Local Government does not execute the promissory note within sixty days hereof; or 1.6.2 Local Government does not request disbursement of the unborrowed balance on or before the thirtieth (30th) day preceding the date for commencing payments; or 1.6.3 An event of default occurs in which event the remedies for default likewise shall be available; 1.6.4 A circumstance arises or becomes known which, in the Authority's sole discretion and opnnon; (a) substantially impairs the ability of Local Government to complete the Project, to operate the Project or to repay the loan, or (b) substantially impairs the merit of the Project. 6 1.7 Conditions precedent to disbursement of Loan Proceeds. In addition to any other prerequisites hereof, Authority's obligation to make disbursements under the loan shall be subject to satisfaction of the following conditions: 1. 7.1 Local Government's representations and warrants shall remain true and correct. 1.7.2 No event of default shall have occurred under this contract or the promissory note. 1.7.3 The requirements of sections 1.4 and 1.6 are satisfied. 1.7.4 The Director shall have approved Local Government's plans and specifications for the submitted construction as being within the approved scope of the Project. 1. 7.5 For the initial request, Local Government shall have submitted to satisfaction of the Director, proof of compliance with Appendix "C" including: (a) proof of advertising; (b) bid tabulation in detail, certified by engineer for Local Government; (c) the engineer's award recommendation; (d) a certified copy of Local Government's resolution awarding the contract; (e) copy of the executed construction contract or so much thereof as Authority determines; (f) the contractor's construction and payment schedules; (g) the notice to proceed; (h) copies of the performance and payment bonds, each in the full amount of the construction contract. (i) evidence of positive steps taken to utilize small, minority, and women's businesses. 1. 7.6 The Authority may require that the initial draw request also be accompanied by a letter to the Authority from Local Government's attorney. The letter shall recite that Local Government has received its fully executed counterpart of this contract from Authority; that no intervening circumstances or other factor detracted from Local Government's execution and delivery of this contract before its subsequent execution by Authority; that 7 the promissory note likewise has been duly authorized, executed and delivered, and that the opinions expressed in the letter of counsel submitted to the Authority by Local Government with this contract remain valid, including without limitation the advice that this contract and promissory note are authorized, binding and of full force and effect. 2. OTIIER SERVICES 2.1 Data and Consulting. Authority has compiled certain information about the environmental facilities of local governments in Georgia. It has made arrangements for the Director to provide technical, environmental services to the Authority and to its local government borrowers. Further, the Authority staff may have or acquire information or expertise in fmancial management at the local government level. Therefore, from time to time Local Government may request information, data processing and technical assistance but only for the purpose of making comparative business decisions in good faith concerning the development and operation of Local Government's own system. 2.2 Cost Limitation. Authority shall comply with any such request when, in the sole discretion of the Executive Director of the Authority, such request can be honored within the normal staff routine and costs of Authority or an agency with which Authority has made arrangements. If the Executive Director determines that such request involves more than routine impositions on Authority staff time or Authority costs, or that of the agency, the Executive Director may nevertheless agree to such request upon agreement by Local Government to reimburse the Authority or agency its actual costs. 8 2.3 Responsibility. Local Government shall release and hold hannless from any loss or liability the Authority, the Director, the State, and their officers, members and employees, with respect to any such matters, including that due to their sole negligence, and Authority does not undertake to warrant the correctness of the information, data processing or consulting given hereunder. Such consulting services and provision of information shall be utilized by Local Government at its own sole risk. 2.4 Proprietary Information. Authority shall not be required under this provision to release any information it has of a confidential nature, such as proprietary information or otherwise. 3. REPRESENTATIONS AND WARRANTIES Local Government represents and warrants to the Director and to the Authority as follows: 3.1 Financial Statement. The financial statements of Local Government delivered to Authority are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles for units of government, consistently applied, and fairly present the respective financial condition of the subjects thereof as of the respective dates thereof. No material adverse change has occurred in the fmancial conditions reflected in the statements since their date and no additional borrowing has been made by Local Government since then other than borrowing specifically disclosed and approved by Authority. All other information submitted by Local Government in support of its application for this loan is true and correct as of the date of this contract, and no material adverse change has 9 occurred . 3.2 Pending Litigation. There are no actions, suits or proceedings, at law or in equity, in court or before any governmental or administrative agency, either pending or to the knowledge of Local Government reasonably to be considered threatened, which may impair the validity or enforceability of the promissory note or this contract or Local Governmene s ability to repay the loan or to construct and operate the Project for revenue. 3.3 No Conflicting Transactions. Consummation of the transactions hereby contemplated and performance of this contract will not result in any breach of, or constitute a default under, any deed to secure debt, mortgage, deed of trust, indenture, security agreement, lease, bank loan or credit agreement, municipal charter, ordinances, contracts or other instruments to which Local Government is a party or by which it may be bound or affected. 3.4 Ownership of Premises. Local Government owns in fee simple the real property, which presently constitutes or which will constitute the main operating facilities of the Project and of the water and sewer systems as a whole, and further owns in fee simple or by sufficient easement the real property uJX>n, across or under which Local Government has or will have its ,distribution lines, manholes, pump stations and the like including those to be a part of the Project and othelWise. Local Government has good record title to the real property described above with only such exceptions of record as do not limit the fee ownership and do not and will not interfere with the full use and enjoyment of the premises by Local Government. With 10 respect to the personal property and trade flXtures of Local Government necessary or convenient to its water and sewer facilities and their operation, there are no liens or other claims of record against such property or other evidence of adverse ownership, and Local Government owns such personal property and fixtures in fee simple without conflicting claim or ownership. 3.5 Other PrQject Arrangements. Local Government has secured, or can and shall secure without reasonable difficulty, the utilities, access, governmental approvals and other arrangements reasonably to be considered necessary for the undertaking of the Project. 3.6 No Construction Default. Neither Local Government nor its contractor, architect or engineer for the Project or any related project is in default of any agreement respecting the Project or a related project. 3.7 No Default. There is no default on the part of Local Government under this contract or the promissory note, and no event has occurred and is continuing, which, with notice or the passage of time or either would constitute a default under any part of this contract or promissory note. 3.8 Compliance with Laws. Local Government has complied with all laws, regulations, ordinances, contracts and other provisions of legal force and effect which govern Local Government's undertaking of the Project and this contract, including without limitation laws pertaining to open meetings. 11 3.9 Effect of Draw Request. Each request for and acceptance of disbursement shall be affirmation that the representations and warranties of this contract remain true and correct as of the date of the request and acceptance and that no breach of other provisions hereof has occurred. Unless Authority is notified to the contrary, such affirmations shall continue thereafter. 4. COVENANTS 4.1 Commencement and Completion of Construction. Local Government shall commence and complete each activity or event by the deadline stated in the Project Schedule included in Appendix "A". 4.2 Disbursements. Locai government shall receive the disbursements to be made hereunder and shall hold them as trust funds for the purpose of paying the costs of the Project and for no other purpose. 4.3 Release of Responsibility. l..ocal Government shall undertake the Project on its own responsibility and shall release and hold harmless the Authority, the Director, the State and their offIcers, members and employees from any loss or liability arising in connection with the design, construction or operation of the Project or any other aspect of the water or sewer system of Local Government including any matter due solely to their own negligence. 4.4 Other Agreements. Local Government shall comply with all terms and conditions of any construction contracts, architectural or engineering agreements, trust indentures, security deeds, 12 promissory notes, loan agreements, or the like affecting the Project, the premises of the water and sewer system of Local Government and its operation. Local Government shall require its construction contractor to furnish both a performance bond and payment bond in the full amount of the construction contract. A copy of such bonds shall be furnished to the Authority, but the requirement of a copy shall be for the convenience of Authority only in monitoring compliance, and no undertaking by Authority to Local Government or any non-party shall arise. 4.5 Accounting and Auditing. Local Government shall account for the Project and the water and sewer system of the Local Government in a manner consistent with Enterprise Fund Accounting as defined by the following publications: 4.5.1 Statement 1, Government Accounting and Financial Reporting Principles, National Council on Governmental Accounting, 1979 as adopted by the Governmental Accounting Standards Board; 4.5.2 Interpretation 2, Segment Information for Enterprise Funds, National Council on Governmental Accounting, 1980. Within six. months of the end of each fiscal year of Local Government, Local Government shall tender to Authority an annual audit by a certified public accountant licensed to practice in Georgia. The conduct of the audit and the audit shall conform to generally accepted auditing standards and generally accepted governmental accounting principles as these phrases are defined in the following publications: Governmental Accounting Standards Board Statement 1, July, 1984; American Institute of Certified Public 13 Accountants Audits of State and Local Governmental Units, 1986; and Standards for Audit of Governmental Organinltions, Programs, Activities and Functions, Comptroller General of the United States, 1994. 4.6 Insurance. Local Government shall obtain and maintain until the loan is repaid adequate property insurance on the Project. Local Government shall apply the proceeds of any insurance on the premises or on the operations of the water and sewer system of Local Government in such a way as to minimize the adverse consequences of any insured occurrence with respect to the construction, operation and revenues for the Project and the water and sewer systems of Local Government. 4.7 Compliance with Governmental Authority. Local Government shall comply with all environmental laws, rules and other provisions of legal force and effect and all such other provisions which govern the construction or operation of the Project or the water and sewer systems of Local Government. 4.8 Adequate Revenues. Local Government shall establish and collect rents, rates, fees, charges, or sources of revenue from taxes or other sources sufficient to pay: 4.8.1 The cost of acquiring, constructing, equipping, operating, maintaining, replacing, renewing and repairing the water and sewer facilities of Local Government, including those for the Project; and 4.8.2 All outstanding indebtedness incurred for the purposes of constructing or operating such systems, including payments of principal and interest on the loan under this contract as 14 they shall become due and payable, and to create and maintain any necessary reserves. 4.9 Bid Procedures. Local Government shall comply with all procurement requirements of law and to the extent not contradicted thereby shall comply with the bid procedures of Appendix "C". 4.10 Inspection. On reasonable notice, Authority shall have for its own convenience and benefit, and without obligation to Local Government or any non-party, the right to audit the books and records of Local Government as they may pertain to or affect the Project and this contract and Director similarly may enter upon the premises to inspect the Project. Local Government shall cause its architects, engineers and contractors to cooperate during such inspections including making available working copies of plans and specifications and supplementary materials. 4.11 Consent to Changes. Without consent of the Authority and the Director, Local Government shall make no modifications or changes to the Project, or allow to continue any defect, which would damage or reduce the value of the Project. Local Government shall not divide the project into component projects in order to or in effect, to defeat the provisions of this contract. Local Government covenants that it shall remain the owner of the Project to be constructed hereunder and agrees that it will not convey, transfer, or otherwise encumber the project, the system of which it is part, or the revenues derived therefrom during the term of this contract without the express written approval of the Authority. Local Government agrees to submit all information concerning any modification of the Project to the Authority. 15 Local Government agrees to submit all information concerning any conveyance, transfer or encumbrance of the Project or its revenues to the Authority. The Authority shall respond within 30 days to a request by the Local Government for the consent required by this section. Consent shall be presumed to have been given upon failure to respond within 30 days. Such consent shall not be unreasonably withheld. 5. EVENTS OF DEFAULT The following occurrences shall constitute Events of Default hereunder: 5.1 Local Government fails to comply with any of the covenants, terms and conditions made in this contract; 5.2 Local Government defaults under the promissory note; 5.3 Any representation, warranty or statement made by Local Government in this contract or in connection with it or the loan shall be or become untrue, incorrect or misleading in any material respect; 5.4 Local Government is unable to satisfy any condition of its right to receipt of a disbursement for a period in excess of 30 days; 5.5 Local Government makes an assignment for benefit of creditors, fIles a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions for appointment of a receiver or trustee for any substantial part of its property or is the subject of such a petition or commences or has commenced against it or its property: (a) any similar proceeding under any bankruptcy law or other debtor-relief or similar law or (b) any foreclosure of any security deed or similar implementation of trust indenture or like instrument; 16 5.6 Dissolution by charter repeal or otherwise of the existence of Local Government; 5.7 Any legal or equitable action is commenced against Local Government which, if adversely determined, could reasonably be expected to impair substantially the ability of Local Government to perform each and every obligation under this contract; 5.8 Construction of the Project is not carried out with reasonable dispatch, ceases and is not resumed for 45 days or is abandoned; 5.9 Local Government does not meet deadlines of the Project Schedule in Appendix II A II and the Authority has not agreed to an extension; 5.10 The Authority or Director reasonably suspects the occurrence of any default or Event of Default in Local Government, and following request by the Authority or Director, Local Government fails to provide evidence reasonably satisfactory to Authority that such default or Event of Default has not in fact occurred. 6. GENERAL CONDmONS 6.1 No Waiver. No disbursements shall waive any provision of this contract or the note or preclude the Authority or Director from declaring a default if Local Government is unable to satisfy any such provisions or perform hereunder. 6.2 Satisfactory Proceedings. All proceedings taken in connection with transactions provided for in this contract shall be satisfactory to the Authority and Director. 6.3 Evidence. Any condition of this contract which requires a submission of evidence of the existence or 17 nonexistence of any facts shall imply as a condition the existence or nonexistence, as the case may be, of such fact or facts, and Authority and Director shall, at all times, be free independently to establish to its satisfaction and in its absolute discretion such existence or nonexistence. 6.4 No Beneficiaries. All conditions on the obligations of Authority to make disbursements are imposed solely and exclusively for its benefit with their successors and assigns, and no other person shall have standing to require satisfaction of such conditions or to assume that Authority will refuse to make disbursements in the absence of strict compliance. No person shall be deemed the beneficiary of any such conditions or any other provisions of this contract, all of which may be freely waived by Authority in whole or in part, at any time in its sole discretion. [This section is not intended to disavow or modify any obligation which the Authority, may have to the Administrator of the Environmental Protection Agency.] 6.5 Review of Plans and Inspection of Work. Any audit or review of plans and specifications and any inspection of the work shall be for convenience of the Authority, Director and Administrator of the Environmental Protection Agency only and then in order to determine that they are within the approved scope of the Project and in compliance herewith. No such review and inspection, approvals and disapprovals shall be an undertaking of responsibility for design or construction or for the benefit of Local Government or other non-party. 6.6 Notices. All notices hereunder shall be in writing and shall be deemed to have been sufficiently 18 given or served for all purposes when presented personally or sent by registered or certified mail to the other party hereto at the address above stated, with instruction to show to whom delivered and return receipt requested. Each party may notify the other by the same process of any change of such address. Loan requests and disbursements and other routine contract administration may be conducted by regular mail. 6.7 Remedies Cumulative. The remedies provided for the Authority and Director herein shall not be exclusive but shall be concurrent, in addition to and cumulative of any other remedies either may have by law. The failure to seek or exercise any remedy shall not be deemed a waiver or foreclose any subsequent remedy. 6.8 No Joint Venture, Etc. Neither Authority nor Director is a partner, joint venturer, or in any other way a party to the Project or the operation of water and sewer system of Local Government. Neither shall be in any way liable or responsible by reason of the provisions hereof, to Local Government or any non-party, for the payment of any claims in connection therewith. 6.9 Assignment. This contract may not be assigned by Local Government without the written consent of the Authority. The Authority may assign the promissory note and this contract, and any such holder and assignee of same shall succeed to and be possessed of the same rights as the Authority and Director each has under both to the extent so transferred or assigned. 6.10 Entire Agreement. This contract and the promissory note contain the entire terms of this agreement and 19 trnnsaction. They may not be changed, waived or discharged in whole or in part, except by written instrument executed by the party sought to be charged therewith. 6.11 Continuity. This contract shall be binding upon the legal representatives, successors and assigns of each party and shall inure to their benefit; provided, however, that nothing herein said shall be deemed to limit any reStriction on assignment impressed upon Local Government. 6.12 Georgia Contract. This Contract shall be governed by and construed in accordance with the laws of the State of Georgia. 6.13 Limitations. No action shall be commenced by Local Government against the Authority or Director for any claim under this contract or promissory note unless notice thereof specifically setting forth the claim shall have been given within 30 days after the occurrence of the event or omission which Local Government alleges gave rise to such claim. Failure to give such notice shall constitute a waiver of any such claim. Liability to Local Government for any breach of the terms of the contract shall not exceed a sum equal to the amount which shall have not been disbursed in consequence of a breach of obligations under this contract, together with interest thereon at the rate payable by Local Government for disbursements, computed from the date when the disbursement should have been made to the date when the disbursement is in fact made. Upon the making of any such payment to Local Government, it shall be treated as a disbursement under this contract. 6.14 Counterparts. 20 This contract is executed in three counterparts, which are separately numbered, but each of which is deemed an original of equal dignity with the other and which is deemed one and the same instrument as the other. 6.15 Appendices. The appendices attached to this contract are a part of it. 6.16 . Special Conditions. Statements of Special Conditions in Appendix liD II shall govern the matters they address. 6.17 Time of Essence. Time is of the essence of this agreement. 6.18 Severability. If any provision of the contract, or any portion thereof, should be ruled void, invalid, unenforceable or contrary to public policy by any court of competent jurisdiction, any remaining provisions of this contract shall survive and be applied, and together with the invalid or unenforceable portion shall be construed or reformed to preserve as much of the original words, terms, purpose and intent as shall be permitted by law. 7. GEORGIA STATE REVOLVING FUND PROVISIONS 7.1 Submission to Federal Requirements. Local Government acknowledges and agrees that inclusion of this loan as a Georgia State Revolving Loan Fund project will subject Local Government to provisions of federal law , set out in part in Title VI of the Federal Water Pollution Control Act ("Title VI") and to other provisions of federal law applying generally to federal financial assistance, particularly those noted in Appendix F, Initial Guidance for State Revolving Loan Funds 21 (1/88), published by the United States Environmental Protection Agency. Local Government acknowledges receipt of a copy of the Appendix F Initial Guidance and further acknowledges that in addition to the items listed in Appendix F to the Ini1ia1 Guidance, there should be included the Historic Sites Act. Local Government agrees to comply with such federally imposed requirements, regardless whether expressly set out herein, and further agrees that they may be enforced against Local Government by the Authority, the Director or the EP A Administrator. 7.2 Cumulative Provisions. The provisions of this article are cumulative of the other provisions of this contract, and they are not to be construed as to ameliorate or weaken the other provisions of this contract 10 any way. 7.3 Dedicated Revenue Source. Local Government acknowledges that the loan of this contract is a general obligation of ." Local Government to the repayment of which it dedicates its general power of taxation and regarding which it promises the collection and application of sufficient taxes or other moneys to repay the principal and interest on the Loan and to comply with this contract, in a timely manner according to its terms. Local Government also represents that it has the legal, institutional, managerial and financial capability to construct, operate and maintain the Project. 7.4 Separate Accounts; Information; Audit. Local Government shall establish and maintain separate accounts on the Project financed hereunder and shall comply with the reasonable requests of the Authority, Director or the EPA 22 Administrator, made upon reasonable notice, for infonnation pertaining to Local Government's compliance with this contract, the provisions of Title VI, and regulations and guidances promulgated thereunder. Local Government acknowledges the federal requirement of an annual audit of the State Revolving Loan Fund and agrees to submit to corresponding audits of its own practices and audits for such purposes, including on site visits to project sites and administrative offices. The annual audit shall be conducted in accordance with the federal Single Audit Act for each fiscal year in which Local Government received at least $25,000 in loan disbursements. 7.5 Civil Rights Act. Local Government has certified that the project meets the requirements of Title VI, Civil Rights Act by providing EPA Fonn 4700-4 and supporting documentation. 7.6 Perfonnance Certification. The owner/operator of the treatment facility/project must certify one year after the date of initiation of operation that the facility meets design specifications and effluent permit limits. The Director agrees to provide the necessary fonns to comply with this requirement. 7.7 Value Engineering. Projects over $10 million must provide a value engineering review. 7.8 Davis-Bacon Compliance. Local Government agrees to comply with Davis-Bacon labor wage provisions. Local Government further agrees that appropriate Davis-Bacon wage rates will be incorporated into project specifications and bidding documents. 7.9 Right ofInspection. 23 The Authority and/or Director, and/or his duly appointed representative, shall have the right to inspect the project during construction to assure that the facility is constructed in full accordance with approved project contract documents and that all federal, state, and local requirements are being fulfilled. Such inspections shall be made after prior notice to Local Government. 7.10 Retention of Records. Local Government shall retain all construction records for at least three (3) years after completion of the construction of the project. These records may be subject to audit during the time of retention. 7.11 Federal Domestic Assistance Catalog Number and Title. The Catalog of Federal Domestic Assistance number is 66.458 and the program title is "Capitalization Grant for State Revolving Loan Fund." 24 IN WITNESS WHEREOF, Local Government, Director and Georgia Environmental Facilities Authority have caused these presents to be signed, sealed and delivered all as of the date hereof. Title: MAYOR Attest: ~1l1~ Printed Name: Lena J. Bonner Clerk of Commission-Council Title: [AffIx Seal Here] GEORGIA ENVIRONMENTAL FACIL A 0 Y GEORGIA DEP ARMENT OF NATURAL RESOURCES ENVIRONMENTAL PROTECTION DMSION B~~ HAROLD F. REHEIS Director 25 APPENDIX A PAGE 1 OF3 STATE REVOLVING WAN FUND SCOPE OF WORK Recipient: Augusta-Richmond County Loan Number: SRF 95-001 Construction of a Phase 1(7.6 MGD) constructed wetland system including holding pond, two wetland cells, conveyance system, roadways and bridge, and related appurtenances. APPENDIX A PAGE 2 OF 3 STATE REVOLVING WAN FUND PROJECT BUDGET Recipient: Augusta-Richmond County Loan Number: SRF 95-001 ITEM TOTAL SRF WCAL Engineering Study $ 113,500.00 $ 0.00 $ 113,500.00 Engineering Design 499,674.00 0.00 499,674.00 Construction 5,674,000.00 5,674,000.00 0.00 Contingencies 283,702.00 13,962.00 269,740.00 Contract Administration 180,000.00 180,000.00 0.00 Resident Inspection 71,406.00 0.00 71,406.00 Soils and Materials Testing 45,500.00 45,500.00 0.00 Subtotal $ 6,867,782.00 $ 5,913,462.00 $ 954,320.00 SRF Loan Fee (4%) 236,538:00 236,538.00 0.00 TOTAL $7,104,320.00 $ 6,150,000.00 $ 954,320.00 NOTE: GEFA payments on invoices submitted as loan draw requests are based on the percentage of project costs funded by GEFA. STATE REVOLVING WAN FUND PROJECT SCHEDULE Recipient: Augusta-Richmond County Loan Number: SRF 95-001 ACTION DATE Complete Project Planning December 1993 Initiated Design June 1994 Plans and Specs submitted to EPD April 1, 1995 Bid Opening February 8, 1996 Notice of Award April 8, 1996 Notice to Proceed with Construction May 1, 1996 Initiation of Construction May 1, 1996 Completion of Construction August 1, 1997 Performance Certification * August 1, 1998 APPENDIX A PAGE 3 OF 3 *Please Note that Performance Certification is made one year after construction completion. . ' APPENDIX B PAGE 1 OF 1 STATE REVOLVlNG LOAN FUND REPA YMENT SCHEDULE Recipient: Augusta-Richmond County Loan Number: SRF 95-001 (1) Accrued interest only shall be due September 1, 1997 the date for commencing payments. (2) Repayment of the principal and subsequent interest shall be due in 79 equal installments in the amount of One Hundred Twelve Thousand Forty-Five and 93/100 Dollars ($112,045.93) each, and one final installment in the amount of One Hundred Twelve Thousand Forty-Five and 74/100 Dollars ($112,045.74), commencing on the first day of the third month after the month of the date for commencing payments and continuing quarterly on the first day of ~ch third month thereafter. APPENDIX C PAGE 1 OF2 STATE REVOLVING WAN FUND BID PROCEDURES Recipient: Augusta-Richmond County Loan Number: SRF 95-001 1.) Competitive construction bids. 2.) Advertise publicly in local newspaper of general circulation plus a statewide or regional newspaper of general circulation or a recognized clearing house. 3.) Advertise for a minimum of twenty-one (21) days (at least once a week for three weeks). 4.) Require at least 5% Bid Bond or certified check. 5.) Sealed Bids. 6.) Public Bid Opening. 7.) Award to low responsive, responsible Bidder or Bidders with reservation of right to reject all bids. EPD must approve EEO and MBE/WBE, Disadvantaged Business documentation prior to award. 8.) Modify bidding documents only by written addenda. 9.) Require 100% Payment and Performance Bonds. 10.) Provide EPD with the following prior to irrst loan draw request: a) Proof of advertising b) Certified detailed bid tabulation c) Engineers award recommendation d) Governing Body's award resolution e) Executed contract documents f) Construction and payment schedules g) Notice to proceed APPENDIX C PAGE20F2 STATE REVOLVING WAN FUND BID PROCEDURES Recipient: Augusta-Richmond Countyl Loan Number: SRF 95-001 11.) If other funding sources are involved which have stricter bidding requirements or if applicable law or ordinance require stricter requirements, these stricter requirements shall govern. 12.) It is the policy of the State Revolving Loan Fund (SRF) to promote a fair share award of subagreements to small and minority and women's businesses on contracts performed under the SRF. If the successful bidder plans to subcontract a portion of the project, the bidder must submit to EPD, with copy to the owner within 10 days after bid opening, evidence of the positive steps taken to utilize small, minority and women's businesses. Such positive efforts shall include: a) Including qualified small and minority and women's businesses on solicitation lists; b) Assuring that small and minority and women's businesses are solicited whenever they are potential sources; c) Dividing total requirements, when economically feasible, into small tasks or quantities to permit maximum participation of small and minority and women's businesses; d) Establishing delivery schedules, where the requirements of the work permit, which will encourage participation by small and minority and women's businesses; e) Using the services and assistance of the U.S. Small Business Administration and the Office of Minority Business Enterprise of the U.S. Department of Commerce; f) Requiring each party to a subagreement to take the affirmative steps outlined in paragraphs a) through e) of this section. II APPENDIX D PAGE 1 OF 1 STATE REVOLVING WAN FUND SPECIAL CONDffiONS Recipient: Augusta-Richmond County Loan Number: SRF 95-001 None Revised January 29, 1996 STATE OF GEORGIA COUNTY OF FULTON APPENDIX E AUGUSTA-RICHMOND COUNTY CONTRACT/PROJECT NO. SRF 95-001 PROMISSORY NOTE TO STATE REVOLVING LOAN FUND FOR VALUE RECEIVED, AUGUSTA-RICHMOND COUNTY ("Local Government") promises to pay to the order of the "State Revolving Loan Fund" of the State of Georgia or to the subsequent holder of this note ("Fund"), the principal sum of SIX MILLION ONE HUNDRED f1llTY THOUSAND AND 00/100 DOLLARS ($6,150,000), or so much of the principal sum as may be disbursed, together with interest. The outstanding principal balance of this note shall bear interest at the rate of FOUR and no/100 percent (4%) per annum from the date of the Authority's check for each disbursement. Interest shall be computed on a 365-day year, simple interest basis. Accrued interest only shall be due and payable on the FIRST day of SEPTEMBER, 1997 (the "date for commencing payments"). Thereafter, if the full principal amount has been disbursed, principal and interest shall be due and payable in SEVENTY NINE equal installments, in the amount of ONE HUNDRED TWELVE THOUSAND FORTY-FIVE AND 931100 DOLLARS ($112,045.93) each, and one final installment in the amount of ONE HUNDRED TWELVE THOUSAND FORTY-FIVE AND 74/100 DOLLARS ($112,045.74), commencing on the first day of the third month after the month of the date for commencing payments and continuing quarterly on the first day of each third month thereafter. 1 Pursuant only to the contract among the Georgia Environmental Facilities Authority, the Director of the Environmental Protection Division of the State of Georgia ("Director") and Local Government respecting this note, the principal loan amount may be changed or the date for commencing payments may be reset. Principal and interest shall then be due and payable in the newly stated number of equal installments commencing and continuing quarterly on the fIrst day of each third month as provided. Authority shall determine the amount of the installment from standard loan amortization tables for level, quarterly payments over a term of years. Interest which accrues after maturity of this note or after its earlier acceleration shall be due and payable upon demand. Time is of the essence of this note. Local Government may prepay the outstanding principal balance of this promissory note in whole or in part together with any accrued interest thereon at any time without penalty or premIUm. All payments of principal and interest shall be made in money of the United States at the office of the Authority in Atlanta, Georgia, or at such place as the Authority may designate in writing, and shall be made in funds immediately available in Atlanta, Georgia. If Local Government fails to make any payment of principal or interest when due, or if Local Government defaults in the performance of any of the terms, covenants or conditions of any agreement or other document concerning this promissory note, including without limitation the contract executed between Authority and Local Government respecting this note, Authority may declare the principal of this obligation and all unpaid interest accrued on it to be due and payable immediately, without prior notice or demand to Local Government. 2 ,i . The failure of Local Government to make any payment of principal or interest or both shall not constitute a default until fifteen days following the due date but Authority shall have no obligation to give Local Government notice of any failure to make such payments. To help defray the added expense of handling delinquent payments, Local Government agrees to pay immediately upon demand a late charge of 5 % of any payment not made on or before the fifteenth day after any such payment is due, together with accrued interest. Payments shall be applied first to any late charge, then to interest, then to principal. There is no intent for any payment to exceed any legal limit on interest, if any such legal limit applies. If an excess sum occurs, it shall be applied to principal unless Local Government elects its return in writing. Any payment not made within fifteen days of the date due shall be considered a payment not paid when due within the meaning of a.c.G.A. Sec. 50-23-20, or similar provision of law, and the Authority shall notify the Director of the Fiscal Division of the Department of Administrative Services. The Director shall withhold all funds of the State and all funds administered by the State, its boards, agencies, and instrumentalities, which funds are allotted to Local Government until Local Government has paid all sums due Authority and has c'ured or corrected all defaults under this promissory note and any accompanying agreement or other document. Local Government waives presentment for payment, demand, protest, and notice of non-payment. Neither a failure to accelerate for default nor acceptance of a past due installment shall be a novation of this promissory note or a waiver of the right to insist upon strict compliance with it and with accompanying agreements and documents. 3 ~ . ... , . . "" . . Local Government shall pay all costs of collection, including but not limited to reasonable attorney's fees if Authority endeavors to collect this note in any manner through an attorney at law. The rights and remedies of Authority provided in this promissory note are cumulative and not exclusive of any other rights and remedies afforded Authority by law or by any other agreement or document. This promissory note shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia. In witness whereof, Local Government has caused this promissory note to be executed under its seal as of this day of ,19_. AUGUSTA-RICHMOND COUNTY By: Printed Nam Title: Attest: Name: . t:~\t~ ~~~ \\~ J> (Affix Local Government Seal) Title: 4