Revised Exhibit F

U S Environmental Protection Agency OMB Control No. 2040-0292

WIFIA Program Application EPA Form No. 6100-030

State Infrastructure Financing Authorities Applicants Approval expires XX/XX/XXXX __________________________________________________________________________________

State Infrastructure Financing Authority Water Applicants

Application Instructions

The U.S. Environmental Protection Agency (EPA) will invite selected applicants to submit an application for Water Infrastructure Finance and Innovation Act (WIFIA) loans. This application form must be used by State Infrastructure Financing Authority (SIFIA) applicants selected to apply for loans in either the base WIFIA program or the State Revolving Fund (SRF) WIFIA (SWIFIA) program. Unsolicited applications will not be considered. Following selection, each selected applicant will be assigned a transaction team led by an underwriter. The transaction team can answer the applicant’s questions regarding the application form, its attachments, and the project review, negotiation, and closing processes. Note: the SWIFIA Application is subject to change pending issuance of the associated regulation and may need to be updated consistent with the Paperwork Reduction Act.

The applicant should answer all questions in this form. It may indicate if a requirement is not applicable to its project. Narrative answers can reference source documents by including the name of the document and relevant pages or sections and providing any referenced documents as attachments. The applicant must sign the Certification in the appropriate space and submit a scanned version of the signature pages to EPA. If the applicant anticipates a delay in one or more source documents, it should discuss the situation with its transaction team and may indicate the anticipated date of submitting that document in the application. Additionally, the applicant is required to notify and submit to EPA any updated application materials that become available during the review period.

The applicant may assert a Confidential Business Information (CBI) claim covering part or all of the information submitted to EPA as part of its letter of interest, in a manner consistent with 40 C.F.R. 2.203, 41 Fed. Reg. 36902 (Sept. 1, 1976), by placing on (or attaching to) the information a cover sheet, stamped or typed legend, or other suitable form of notice employing language such as trade secret, proprietary, or company confidential. The applicant should also state whether it desires confidential treatment until a certain date or until the occurrence of a certain event. Information covered by a business confidentiality claim will be disclosed by EPA only to the extent and only by means of the procedures set forth under 40 C.F.R. Part 2, Subpart B. Information that is not accompanied by a business confidentiality claim when it is received by EPA may be made available to the public by EPA without further notice to the applicant. More information about CBI is available in the WIFIA program handbook and frequently asked questions (FAQ) available at http://www.epa.gov/wifia.

The applicant must submit a non-refundable application fee. The application fee for a State Infrastructure Financing Authority is $100,000. For further information regarding the application fee, as well as the credit processing fee which will be charged at loan closing, and any other applicable fees, please see the WIFIA fee rule.

_____________________________________________________________________________________

Application Submission

The final application submission must include:

1. Completed application form;

2. All attachments requested and referenced in the letter of interest form; and

3. The application fee.

The applicant should reference Section C, Supporting Documents, to ensure all needed information is provided in the application submission. Upon receipt of the application fee and materials, EPA will provide a confirmation email.

Application Form and Attachment Submittal: When finished, the application form and attachments must be uploaded to EPA’s SharePoint site. To be granted access to the WIFIA SharePoint site, the applicant may email its assigned underwriter with the names and emails of all staff that need SharePoint access.

Application Fee Submittal: The applicant should use of Pay.gov to make electronic payments to EPA. In Pay.gov, the applicant can track its payments to EPA and schedule recurring or automatic payments. Although it is not mandatory to register for a user id to access and use Pay.Gov, registration is recommended to have access to all Pay.gov system functionality. To use Pay.gov, follow these instructions:

1. Access the Pay.gov system by going to https://www.pay.gov and search for WIFIA or click on the following hyperlink to directly launch the WIFIA Loan Collection & Fees Form.

2. Provide the following information on your payment to ensure proper credit:

• Remitter's contact phone number

• Company/Organization Name as it appears on EPA document

• Complete address, including city, state, zip code

• Project Name

• Loan Number: this is the EPA WIFIA Loan number, NOT the remitter's number

• From the “Payment Type” drop down menu select “Application Fee (Fee01)”

• Other Description: please enter your EPA WIFIA Loan number followed by -FEE01, for example 16123DC-FEE01

3. Follow the remaining on‐screen instructions to successfully process the payment to EPA.

4. Send an email to [email protected] and [email protected] informing that a payment has been made.

The application fee may also be paid via FEDWIRE or by check sent to US EPA; Las Vegas Finance Center; 4220 S. Maryland Pkwy, Bldg C, Ste 503; Las Vegas NV 89119. For questions about payments, contact the US EPA Las Vegas Finance Center at (702)798‐2485 or [email protected]. For detailed payment instructions, contact the WIFIA program. _____________________________________________________________________________________

Burden

The public reporting and recordkeeping burden for this collection of information is estimated to average 100 hours per response. Send comments on the Agency's need for this information, the accuracy of the provided burden estimates, and any suggested methods for minimizing respondent burden, including through the use of automated collection techniques to the Director, Regulatory Support Division, U.S. Environmental Protection Agency (2822T), 1200 Pennsylvania Ave., NW, Washington, D.C. 20460. Include the OMB control number in any correspondence. Do not send the completed form to this address.

_____________________________________________________________________________________

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 the Environmental Protection Agency. Knowing and willful falsification of information required 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.

_____________________________________________________________________________________

Additional information is available at https://epa.gov/wifia and by contacting [email protected].

APPLICATION FORM FOR STATE INFRASTRUCTURE FINANCING AUTHORITIES

Provide the following information in this form. Responses can reference source documents (include the name of the document and relevant pages or sections). Provide all referenced documents as attachments.

Section A: Loan and Applicant Information

1. Legal name of the applicant:

Click or tap here to enter text.

2. Other names under which the applicant does business:

Click or tap here to enter text.

3. Business street address:

Click or tap here to enter text.

4. Program website:

Click or tap here to enter text.

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

Click or tap here to enter text.

6. Dun and Bradstreet Data Universal Number System (DUNS) number:

Click or tap here to enter text.

7. Requested amount of the WIFIA/SWIFIA loan (in dollars) (cannot exceed 49% of question A-8):

Click or tap here to enter text.

8. Estimated total costs of the SRF loans that are included in the WIFIA/SWIFIA Project (as defined on page 12) (in dollars):

Click or tap here to enter text.

9. Describe quantitative or qualitative benefits (e.g. additional communities reached, cost savings, environmental and public health benefits, economic benefits) that will be achieved by the SRF program with the WIFIA/SWIFIA loan. (Word limit: 200).

Click or tap here to enter text.

10. Describe the applicant’s legal structure. Include a copy of the statutory authority under which the entity was created as an attachment, if applicable. If this information is included in the program’s Operating Agreements with EPA regional office for Clean Water SRF (CWSRF) and/or Drinking Water SRF (DWSRF) (as applicable), note the relevant pages or section.

Click or tap here to enter text.

11. Describe the legal authority of the applicant to carry out proposed activities described in this application, including, issuing debt, charging fees, and/or receiving dedicated funding from another entity. Provide documentation as an attachment, if applicable.

Click or tap here to enter text.

12. Identify what governmental entities (other than the applicant) approved the submission of this application and must approve incurrence of WIFIA/SWIFIA debt. Explain the approval process and timeline.

Click or tap here to enter text.

13. Disclose any current, threatened, or pending litigation involving the applicant.

Click or tap here to enter text.

Section B: Financing Plan

1. Indicate the requested loan structure (select only one):

☐ OPTION 1: EPA adopts SRF program’s existing indenture

☐ OPTION 2: SRF program accepts EPA’s standard terms

☐ OPTION 3: Negotiated terms (if invited to apply under the WIFIA base program only)

2. For OPTION 1, answer the following questions:

1. Will the WIFIA/SWIFIA loan be at parity with all SRF outstanding senior debt obligations?

Click or tap here to enter text.

2. What is the requirement of the additional bonds test in your existing indenture for your program?

Click or tap here to enter text.

3. Is all the debt in your existing indenture at parity?

Click or tap here to enter text.

4. Does your indenture require a debt service reserve?

Click or tap here to enter text.

3. For OPTION 2, answer the following questions:

1. Does the SRF program have an existing indenture or plans to develop one in the future?

Click or tap here to enter text.

2. Does the SRF program have existing debt? If yes, explain.

Click or tap here to enter text.

4. Describe the additional bonds test for SRF borrowers or other controls that the state utilizes to manage risk?

Click or tap here to enter text.

14. Complete the following sources and uses of funds table, including the proposed WIFIA/SWIFIA assistance. Note: Total sources and uses should be equal to one another and equal the estimated total costs of the SRF loans that are included in WIFIA/SWIFIA Project (Question A-8). All estimates should be expressed in year-of-expenditure dollars.

Sources Category	Estimated Dollar Value
1. WIFIA/SWIFIA Loan	Click or tap here to enter text.
2. Revenue Bonds	Click or tap here to enter text.
3. Program Equity	Click or tap here to enter text.
4. Federal Grant	Click or tap here to enter text.
5. Other (please specify) Click or tap here to enter text.	Click or tap here to enter text.
TOTAL SOURCES	Click or tap here to enter text.
TOTAL USES	Click or tap here to enter text.

5. Identify the following proposed terms for the requested WIFIA/SWIFIA credit assistance:

1. Origination date: Click or tap here to enter text.

2. Final maturity date: Click or tap here to enter text.

3. Timing of disbursements: Click or tap here to enter text.

4. Pledged security (OPTION 1 & 3): Click or tap here to enter text.

5. Repayment sources: Click or tap here to enter text.

6. Amortization schedule: Click or tap here to enter text.

7. Lien position (OPTION 3) (select only one)

☐ Senior Lien

☐ Subordinate Lien: All project debt has the same priority as the WIFIA loan

☐ Subordinate Lien: Not all project debt has the same priority of the WIFIA loan. A springing lien will be used in a bankruptcy related event.

6. Provide the default tolerance for the proposed WIFIA/SWIFIA loan.

Click or tap here to enter text.

7. Describe the overall SRF loan portfolio size and applicant outstanding loan debt concentration.

Click or tap here to enter text.

Section C: Supporting Documents

Provide the most recent versions of the following documents as attachments. The document is required unless otherwise noted:

• Attachment 1: Intended Use Plan (if updated since Letter of Interest submission)

• Attachment 2: Operating agreement (if updated since Letter of Interest submission)

• Attachment 3: Documentation of SRF program’s priority setting system (if updated since Letter of Interest submission)

• Attachment 4: SRF Annual Report to EPA Region

• Attachments 5-7: Audited program financials for the previous 3 years

• Attachment 8: Standard SRF loan agreement

• Attachment 9: The underwriting criteria that will be applied to the loans pledged to the WIFIA/ SWIFIA loan

• Attachment 10: Projected Revenue Certificate, which includes pledged loan repayments, annual debt service, and debt service coverage for all outstanding debt until maturity (for applicants with existing debt) OR the projected revenue from loan repayments for the life of the SRF loan (for applicants with no debt)

• Attachment 11: Procedures for reviewing project’s Preliminary Engineering Report (PER)

• Attachment 12: Procedures for construction monitoring

• Attachment 13: Procedures for the conducting the state environmental review

• Attachment 14: Completed Programmatic Environmental Assessment Questionnaire for WIFIA Credit Assistance SRF Programs (available at https://www.epa.gov/wifia/wifia-programmatic-environmental-assessment-questionnaires)

• Attachment 15: Bond Indenture (if applying for OPTION 1)

• Attachment 16: Most recent Official Statement (if applying for OPTION 1 or OPTION 3)

• Attachment 17: A preliminary rating letter from a Nationally Recognized Statistical Rating Organization, describing the applicant’s ability to obtain an investment grade rating

• Attachment 18: Project List. Provide an Excel spreadsheet with a row for each SRF loan that are included in WIFIA/SWIFIA Project (Question A-8) and the following columns:

  1. Borrower

  2. Project Name

  3. Brief Project Description (1-2 sentences)

  4. City

  5. County

  6. Population

  7. Loan Amount

  8. Loan Term (years)

  9. Status of State Environmental Review

  10. Finding of State Environmental Review

  11. Construction Start Date

  12. Construction End Date

  13. SRF Loan Submittal Date

  14. Estimated SRF Loan Closing Date

  15. Type of Security Pledge

  16. SRF Borrower Rating (if known)

CERTIFICATIONS

1. National Environmental Policy Act: The undersigned acknowledges that EPA will not approve a loan until a final agency determination, such as a Categorical Exclusion (CATEX), Finding of No Significant Impact (FONSI), or a Record of Decision (ROD), has been issued.

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. Prevailing Wages: The applicant acknowledges that all 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 opinion letter describing its ability to obtain an investment grade rating. This letters or ratings are attached.

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 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. EPA interprets this provision to include the use of appropriated funds to influence or attempt to influence the selection for assistance under the WIFIA/SWIFIA program.

WIFIA/SWIFIA applicants must file a declaration: (a) with the submission of an application for WIFIA/SWIFIA credit assistance; (b) upon receipt of WIFIA/SWIFIA credit assistance (unless the information contained in the declaration accompanying the WIFIA/SWIFIA 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 information contained in any declaration previously filed in connection with the WIFIA/SWIFIA 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 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 or 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 accordance with its instructions.

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 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 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: 1) debarred or suspended  from participating in any Federal programs; 2) formally proposed for debarment, with a final determination still pending; or 3) 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-cutting statutes and regulations can be found at: www.epa.gov/wifia.

   

   Name:

   Title:

   Organization:

   Street Address:

   City/State/Zip:

   Phone:

   E-mail:

   
   
   

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 has not omitted any material facts. The undersigned is an authorized representative of the applicant.

Signature: _________________________________________________________________________

Date Signed: ________________________________________________________________________

KEY DEFINITIONS

1. Applicant means the State Infrastructure Financing Authority submitting the application for WIFIA or SWIFIA program credit assistance. Only prospective borrowers that are invited to submit application become applicants

2. Credit assistance means a secured loan or loan guarantee under WIFIA or SWIFIA.

3. Credit agreement means a contractual agreement between EPA and the applicant (and the lender, if applicable) that formalizes the terms and conditions established in the term sheet (or conditional term sheet) and authorizes the execution of a secured loan or loan guarantee.

4. Investment grade rating means a rating category of BBB minus, Baa3, bbb minus, BBB (low), or higher assigned by a nationally recognized statistical rating organization (NRSRO) to project obligations offered into the capital markets.

5. Iron and steel products means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials.

6. Nationally recognized statistical rating organization (NRSRO) means a credit rating agency identified and registered by the Office of Credit Ratings in the Securities and Exchange Commission.

7. Prospective borrower means an entity that is contemplating or is in the process of undertaking the WIFIA/SWIFIA application process, or an entity that has undertaken these activities on behalf of another entity. The following entities are eligible to receive credit assistance: a corporation, a partnership, a joint venture, a trust, a Federal, State, or local government, a tribal government or consortium of tribal governments, and a State infrastructure financing authority. Prospective borrowers become applicants when they are invited to apply for WIFIA/SWIFIA credit assistance.

8. SWIFIA means the separate, stand-alone State Revolving Fund WIFIA program authorized by sec. 4201(b) of America’s Water Infrastructure Act of 2018, Pub. L. 115-270.

9. WIFIA means the Water Infrastructure Finance and Innovation Act of 2014, Pub. L. 113-121, 128 Stat, 1332, codified at 33 U.S.C. §§ 3901-3914.

10. State infrastructure financing authority (SIFA) 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).

11. WIFIA/SWIFIA Project means the all the SRF loans being included in request for credit assistance. This includes both the SRF loans that will be financed with the WIFIA/SWIFIA loan (up to 49% of WIFIA Project costs) and the SRF loans that will be financed by other sources.

10