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STANDARD AGREEMENT AMENDMENT
oru 213 A(Rev zmm
CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED 7 PageS AGREEMENT NUMBER MENDMENT NUMBER
01-821-550-0 3
DGS REGISTRATION
(C-06-4800-1 10) NUMBER:
1. —This��,greement is entered into between the State Agency and Contractor named below:
STATE AGENCY'S NAME
State Water Resources C
CONT ZTOWS NAME
City of Redlands
The term of this
Agreement is April 19, 2002 through November 30 2024
3. The maximum amount ofthis $ 7.851.084.00
Agreement after this amendment is: Seven million, eight hundred fifty one thousand,eighty four dollars and nn
cents
4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part
ofthe Agreement and incorporated herein:
Changes made inthis amendment are shown as: Text additions are displayed in bold and underline. Text deletions
are displayed as strike through text(i.e.. StFA*e).
Exhibit B—Budget Detail and Payment Provisions (5pages attached)
Exhibit |—CVVSRFPayment Schedule(2pages attached)
All other terms and conditions shall remain the same.
IN Shas been executed by the rt1 hereto.
City of Redland
Agreement No.: 01-821-550-2
Project-No.: C-06-4800-1 10
Amendment No. 3
Page 1of5
EXHIBIT B-- BUDGET DETAIL AND PAYMENT PROVISIONS
SECTION 1. ESTIMATED COST QFPROJECT.
The estimated reasonable cost ofthe total Project at the time ofSVVRCBApproval, including associated
planning and design costs, is twenty two million one hundred ninety five thousand four hundred forty seven
dollars ($22.185.447).
SECTION 2, ASSISTANCE AMOUNT AND FINANCING PROVISIONS.
Section 1Project Funds; Repayment from Installment Payments,
Subject to the conditions and in accordance with the terms of this Agreement, the
GVVRCBhereby agrees hnprovide the Project FundaandtheAoencyhen*bvognaemho
accept the Project Fundginthemaximurnprincipa| connponent, ofSavenK8iUionBght
Hundred Fifty One Thousand Eighty Four dollars ($7,851,084) and to repay the Project
Funds inInstallment Payments ataninterest rate ofone and one half percent(1.596) per
annum amset forth inExhibits B and | attached hereto. The Agency also agrees topay a
Service Charge atthe rate ofone percent(196) per annum asset forth inExhibits Band |
attached hereto. The Agency agrees that itshall not be entitled tointerest earned Vnun-
disbursed project fundS. Upon execution ofthis Agreement, the 8VVRCBshall encumber
an amount equal to the Obligation. The Agency hereby agrees to pay Installment
Payments solely from Net Revenues and/or other amounts legally available to the
Agency. Interest and Service Charges onany funds disbursed tothe Agency shall begin
to accrue as of the date of each disbursement. The combined rate on these charges shall
be two and five tenths percent(2.5%) per annum as set forth in Exhibits B and I attached
hereto. This rate is based on the sale of State General Obligation Bonds held on April 24,
20O3. and ioset when the Agreement iocertified tothe Agency. The interest rate herein
is hereby suspended and wholly replaced with the AB 2356 Small Community Grant Fund
Charge . asshown inExhibit !
obligation shall . The total repayment obligation ofthe Agency shall not be
increaoedbvthis-tewTp*ora substitution ufcharge for rate.
Section 2.2. Purchase and Sale ofProject.
The Agency hereby sells tothe SVVRCB and the GVVRCBhereby purchases from the
Agency the Project. Sinnu|baneoue|ythenevvith. theAoencyherebypun:hmeemfromnthe
SWRCB, and the SWRCB hereby sells to the Agency, the Project in accordance with the
provisions ofthis Agreement. All right, title and interest inthe Project ahmUirnnnediaN*|y
vest in the Agency on the date of execution and delivery of this Agreement without further
action onthe part Ofthe Agency orthe SVVRCB.
Section 2.3. Amounts Payable bythe Agency.
(A) Installment Payments, Repayment Ofthe Project Fundm. ho8etherxithaUinterestaocnuing
thereon, and payment ofthe Service Cherge_shaUberepaid inannual installments
commencing on the date that is one year after Completion of Construction, and shall be
fully amortized not later than 2Oyears after Completion ofConstruction.
The Installment Payment iobased onastandard fully amortized assistance amount with
equal annual repayments. The remaining balance is the previous balance, plus the
disbursements, plus the accrued interest and Service Charge on both, less the
City of Redlands
Agreement No : O1-B21-55O-2
Project-No.: C-06-4800-1 10
Amendment No. 3
Page 2of5
EXHIBIT B-- BUDGET DETAIL AND PAYMENT PROVISIONS
repayment. Exhibit| isaSRF Installment Sales Agreement Payment Schedule based on
the provisions ofthis article and anestimated disbursement schedule. The actual
repayments will bebased onactual disbursements.
Upon Completion of Construction and submission of necessary reports, the Division will
prepare an appropriate SRF Installment Sales Agreement Payment Schedule and supply
the same tothe Agency. The SRF Installment Sales Agreement Payment Schedule may
be amended as necessary to accurately reflect amounts due under this contract. Any
amended SRF Installment Sales Agreement Payment Schedule which is necessary will
be prepared by the Division and furnished hothe Agency.
The Agency agrees homake each installment payment Vnorbefore the due date therefor.
Aten-day grace period will beallowed. Apenalty inthe amount ofone-tenth Cf one
percent(0,1%) of the amount due will be due for each day of nonpayment. For purposes
of penalty gasessnnent, repayment will be deemed to have been rneda if repayment is
deposited in the U.S. Mail within the grace period with postage prepaid and properly
addressed, Any penalties assessed will not be added to the assistance amount balance,
but will betreated aeaoeporabaaccount and nbUgaUonofthe Agency. The interest
penalty v�|| be assessed homtherepayment due date.
The Agency aa a whole is obligated to make all payments required by this contract tothe
SWRCB, notwithstanding any individual default by its constituents or others in the
payment to the Agency offees, charges, taxes, assessments, tolls Qrother charges
("Charges") levied or imposed by the Agency. The Agency shall provide for the punctual
payment tothe 8VVRCBVfall amounts which become due under this contract and which
are received from constituents or others in the payment to the Agency. In the event of
failure, neglect or refusal of any officer of the Agency to levy or cause to be levied any
Charge to provide payment by the Agency under this contract, to enforce or to collect
such Charge, or to pay over to the SWRCB any money collected on account of such
Charge necessary tosatisfy any amount due under this contract, the SVVRCBmay take
such action inacourt ofcompetent jurisdiction aaitdeems necessary tocompel the
performance of all duties relating to the imposition or levying and collection of any of such
Charges and the payment ofthe money collected therefrom b)the SVVR|CB. Action taken
pursuant hereto shall not deprive the SWRCB of, or limit the application of, any other
remedy provided bylaw orbythis contract.
Attached as Exhibit I is a SRF installment Sales Agreement Payment Schedule based on
the provisions of this section and an estimated disbursement schedule. SRF Installment
Sales Agreement Payment Schedule will be revised based on actual disbursements
following Completion of Construction.
Each Installment Payment shall be paid by check and in lawful money of the United
States ofAmerica.
(B) Project Costs. The Agency agrees to pay any and all costs connected with the Pject
including, without limitation, any and all Project Costg. |ftheP jeotFundsarenCd
sufficient bzpay the Project CosbainfuU. theAoenoyshaUnonethe|eamoonmplebgthe
Project and pay that portion of the Pjec[CoEto |nexcesSof available Project Funds. and
shall not beentitled tVany reimbursement therefor from the 8VVRCB.
City of Redlands
Agreement No : O1-B21-550-2
Project-No.: C-06-4800-1 10
Amendment No. 3
Page 3 of 5
EXHIBIT B--BUDGET DETAIL AND PAYMENT PROVISIONS
(C) Additional Payments. |naddition hothe Installment Payments required hobemade bvthe
Agency, the Agency shall also pay to the SWRC13 the reasonable extraordinary fees and
expenses of the SWRCB, and of any assignee of the SWRCB's right, title and interest in
and blthis Agreement, in connection with this Agreement, including all expenses and haea
of accountants, trustees, attorneys, litigation costs, insurance premiums and all other
extraordinary costs reasonably incurred bvthe SVVRCBVrassignee qfthe SVVRCB.
Additional Payments shall be billed to the Agency by the SWRCB from time to time,
'
together with a statement executed by a duly authorized representative of the SWRCB,
stating that the amounts billed pursuant to this section have been incurred by the SWRCB
orits assignee for one ormore ofthe above items and acopy ofthe invoice orstatement
for the amount soincurred Orpaid. Amounts aobilled shall bepaid bythe Agency within
thirty(3O)days after receipt ofthe bill bythe Agency.
(D) The Agency may without penalty prepay all or any portion of the outstanding principal
amount ofthe Obligation provided that the Agency shall also pay etthe time ofsuch
prepayment all accrued interest on the principal amount prepaid through the date of
prepayment.
Section 2.4. Obligation Absolute. The obligation ofthe Agency tomake the Installment Payments and
other payments required to be made by it under this Agreement, solely from Net
Revenues, is absolute and unconditional, and until such time as the Installment Payments
and Additional Payments have been paid in full, the Agency shall not discontinue or
suspend any Installment Payments or other payments required to be made by it
hereunder when due, whether or not the System or any part thereof is operating or
operable or has been completed, or its use is suspended, interfered with, reduced or
curtailed orterminated inwhole Vrinpart, and such Installment Payments and other
payments shall not be subject horeduction whether byoffset orotherwise and shall not be
conditional upon the performance or nonperformance by any party of any agreement for
any cause whatsoever.
Section 2,5. Disbursement ofProject Funds; Availability ofFunds.
(A) Except as may be otherwise provided in this Agreement, disbursement of Project Funds
will bemade agfollows:
(1) Upon execution and delivery ofthis Agreement, the Agency may request
immediate disbursement ofany incurred planning and design allowance as
specified |nExhibit Afrom the Project Funds through submission 0Jthe 8VVRCB
ofthe Disbursement Request Form 2OO. orany amendment thereto, duly
completed and executed,
(2) Additional Project Fundsvvi|| bepronnpUydiebur;mdtotheAoenoyupJnneceiptof
Disbursement Request Form 28O. orany amendment thereto, duly completed
and executed bythe Agency for incurred costs consistent with this Exhibit.
Disbursement shall not be made more frequently than once a month. The Agency
agrees that itwill not request disbursement for any Project Costunh|euchoost
has been incurred and iacurrently due and payable bythe Agency, although the
actual payment ofsuch cost bythe Agency ionot required as8condition of
disbursement request, Notwithstanding any other provision of this Agreement, no
City of Redlands
Agreement No : O1-821-55O-2
Project-No.: C-06-4800-1 10
Amendment No. 3
Page 4of5
EXHIBIT B-- BUDGET DETAIL AND PAYMENT PROVISIONS
disbursement shall be required etany time urin any manner which is in violation
of or in conflict with federal or state |omm, ru|es, or regulations.
(B) The SWRCB's obligation to disburse Project Funds is contingent upon the availability of
sufficient funds topermit the disbursements provided for herein. |fsufficient funds are not
available for any reason, including but not limited to failure of the federal or State
government hoappropriate funds necessary for disbursement ofProject Funda. the
SWRCB shall not be obligated to make any disbursements to the Agency under this
Agreement. This provision shall beconstrued as acondition precedent bJthe obligation of
the 8VVFlCBtVmake any disbursements under this Agreement. Nothing inthis
Agreement shall be construed to provide the Agency with a right of priority for
disbursement over any other agency, Kany disbursements due the Agency under this
contract are deferred because sufficient funds are unavailable, such disbursement will be
made tuthe Agency when sufficient funds dobecome available.
SECTION 3. WITHHOLDING OFDISBURSEMENTS.
Section 3.1The8VVRCB may withhold all or any portion ofthe funds provided for bvthis Agreement
inthe event that:
(A) The Agency has materially vio|ated, or threatens to materially violate, any term, provision,
condition, orcommitment ofthis Agreement;
(B) The Agency fails to maintain reasonable progress toward completion of the Project; or
(C) An acceptable Revenue Program is not submitted at the time of 90 percent disbursement
offunds provided for bythis Agreement.
SECTION 4. PLEDGE AND LIEN OFNET REVENUES; RATES, FEES AND CHARGES;
ADDITIONAL PAYMENTS.
Section 4.1. Establishment ofEnterprise Fund, In order to carry out its obligation b} pay the
Installment Payments, Additional Payments and, where applicable, System Obligations,
the Agency agrees and covenants that it shall establish and maintain the Enterprise Fund.
All Revenues received shall be deposited when and as received in trust in the Enterprise
Fund.
Section 4.2. Pledge ofNet Revenues. The Net Revenues are hereby pledged and asecurity interest
granted therein in order to secure the payment of Installment Payments and Additional
Payments, The Net Revenues in the Enterprise Fund shall be subject to the lien of such
pledge without any physical delivery thereof or further act, and the lien of such pledge
shall be valid and binding as against all parties having claims of any kind in tort, contract
orotherwise against the Agency,
Section 4.3, Application and Purpose ofthe Enterprise Fund. Subject blthe provisions ofany
outstanding System Obligations, money on deposit in the Enterprise Fund shall be applied
and used first, to pay Operations and Maintenance Costs, and thereafter, all amounts due
onInstallment Payments, Additional Payments and System Obligations due. After
making all payments hereinabove required b} bemade ineach Fiscal Year, the Agency
may expend in such Fiscal Year any remaining money in the Enterprise Fund for any
lawful purpose ofthe Agency, including payment ofsubordinate debt.
City of Redlands
Agreement 0o.: O1-B21-55O-2
Project-No.: C-06-4800-1 10
Amendment No. 3
Page 5 of 5
EXHIBIT B-- BUDGET DETAIL AND PAYMENT PROVISIONS
Section 4A. Rates, Fees and Charges. The Agency agrees, hothe extent permitted bvlaw, to fix,
prescribe and collect rates, fees and charges for the System during each Fiscal Year
which are reasonable, fair and nondiscriminatory and which will be at least sufficient to
yield during each Fiscal Year, Net Revenues equal tuthe Installment Payments,
Additional Payments and debt service on System Obligations for such Fiscal Year. The
Agency may make adjustments from time totime insuch fees and charges and may
make such classification thereof as it deems necessary, but shall not reduce the rates,
fees and charges then in effect unless the Net Revenues from such reduced rates, fees
and charges will at all times be sufficient to meet the requirements of this section.
Section 4.5. Future Local Debt. All future debt incurred bythe Agency shall beonparity with, or
subordinate to, the Obligation.
SECTION 5. FINANCIAL MANAGEMENT SYSTEM AND STANDARDS.
The Agency agrees to comply with federal standards for financial management systems. The Agency
agrees that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit
preparation of reports required by the federal government and tracking of Projectfundatoa |eve| of
expenditure adequate to establish that such funds have not been used in violation of federal or state law
orthe terms ofthis Agreement. Tothe extent applicable, the Agency agrees bzbebound bvand ho
comply with, the provisions and requirements nfthe federal Single Audit Act of 1984 (Pub. L98-502)
Office of Management and Budget(OMB) Circular No. A-1 33, and updates or revisions, thereto.
SECTION 6. ACCOUNTING AND AUDITING STANDARDS.
The Agency will maintain separate Project a000untainaccondancewithgenera||ymuceob*daccounting
principles. The contractor shall comply with "Standards for Audit of Governmental Organizations,
Programs, Activities and Functions" promulgated by the U.S. General Accounting Office. (4OCFR §
353135(|)j
SECTION 7. BUDGET.
Budget costs are contained in the Approval to Award Lefter(s) (or engineer's estimates)which is attached
hereto and referenced aeExhibit E.
City of Redlands
Agreement No.: 01-821-550-2
Project No.: C-06-4800-1 10
Amendment No. 3
Page of
EXHIBIT
CVVSRFPAYMENT SCHEDULE
See the attached CVV8RFPayment Schedule dated july 16 2010 November 22, 2013.
State of California-State Water Resources Control Board Date: I1t2212013
State Revolving Fund Payment Schedule Amount 7,851,084
Recipient: Redlands,City of Interest rate: 0.000%
Project No.: C-06-4800-110 Service/Grant charge rate: Variable
Agreement No.: 01821-550-0 Term: 20
construction porw kftmm(CPO Annual Service Grant
Disbursement/ Beginning Draw Amount Amt.Trans. Interest Principal Interest Charge Charge Total Ending
Date Payment No. Balance Amount Accrued to Principal Accrued Paid/Due Paid/Due Paid/Dot Paid/Dut Payment Balance
12-Jan-2004 Disbursement 1 0.00 6,058,070.00 0.000.00 0.00 5,058,070.00
-----------............... ......
10-Feb-2004 Disbursement 2 5,058,070.00 736,660.00 9,835.14 0.00 0.00 5,794,73 .00
24-Wr-2004 Distaursement 3 5,794,730,00 969,683M 17,706.12 0.00 0.00 6,764,413.00
25-May-2004 Disbursement 4 6,764,413.00 1,086,671,00 28,654,81 0.00 0.00 7,851,084.00
30-Jun-2004 EndFY7,851,084.00 19,082.50 0.00 0.00 7,851,084.00
30-Nov-2004 Const,Compl. 7,851,084M 81,782.13 157,060.69 0.00 0.00
------- 8,008,144.6'9
30-Nov-2004 ____Payment 0 8,008,144�69 0,00 0.00 0,00 0.00 0.00 OM 8,008,144,69
29-Jun-2005 Payment -Pref_ 8,008,144M 116,229.32 2,235,757.19 116,229.32 0.00 0.00 2,351,986,51 5,772,387.60
30-Nov-2005 Payment 5,772,387.50 60,529.90 304,509.03 60,529.90 0.00 0.00 365,038.93 5,467,878,47
30-Nov-2006 Payment 2 5,467,878.47 136,696.96 228,341.97 136,696.96 0.00 OM 365,038.93 5,239,536.50
30-Nov-2007 Payment 3 5,239,536.50 130,988.41 234,050.52 130,988.41 OM 0.00 365,038.93 5,005,485.98
30-Nov-2008 Payment 4 5,005,485.98 125,137.15 239,901.78 125,137.15 0,00 0.00 365,038.93 4,765,58420
30-Nov-2009 Payment 6 4,765,584.20 71,483.76 245,899.33 71,48176 47,655.64 0.00 365,038.93 4,519,684.87
30-Nov-2010 Payment 7 4,519,684.87 0.00 252,046,81 0.00 45,1 96M 67,795,27 365,038.93 4,267,638,06
30-Nov-2011 Payment 8 4,267,638M 0.00 258,347.98 OM 42,676.38 64,014.57 365,038.93 4,009,290,08
30-Nov-2012 Payment 9 4,009,290.08 0.00 264,806,68 0.00 40,092.90 60,139.35 365.038,93 3,744,483.40
30-Nov-2013 Payment 10 3,744,483.40 0.00 271,426,84 0.00 37,444.84 56,167,25 365,038.93 3,473,056.56
30-Nov-2014 Payment 11 3,473,056.56 0.00 278,212.52 0.00 34,730.56 52,095.85 365,038.93 3,194,844.04
30-Nov-2015 Payment 12 3,194,844.04 0,00 285,167.83 0.00 31,948A4 47,922.66 365,038,93 2,909,676.21
30-Nov-2016 Payment 13 2,909,676.21 0,00 292,297.02 0.00 29,096,76 43,645.15 365,038.93 2,617,379.19
30-Nov-2017 Payment_ 14 2,617,379,19 0.00 299,604A5 0.00 26,173.79 39,260.69 365,038.93 2,317,774.74
30-Nov-2018 Payment 15 2,317 774 74 0.00 307,094.56 OM 23,177.75 34,766.62 365,038.93 2,010,8M 18
30-Nov-2019 Payment 16 2,010,680,18 OA)o 314,771.93 0.00 20,106.80 30,16010 365,038.93 1,695,908.25
30-Nov-2020 Payment 17 1,695,90815 ------
0.00 322,641.22 0.00 16,959.08 25,438,63 365,038.93 1,373,267,03
----
30-Nov-2021 Payment 18 1,373,267,03 0,00 330,707.25 0.00 13,732.67 20,599.01 365,038.93 1,042,559.78
30-Nov-2022 -,.-..-..Payment 19 1,042 559 78 -------.............................. OM 338,974.94 OM 10,425.60 15,638.39 365,038.93 703,584.84
30-Nov-2023 Payment 20 703,584.84 0.00 347,449.31 0.00 7,036.86 10,563.77 366,03&93 356,135.63
aYTe................ .................I---------I.......
30-Nov-2024 Payment 21 356,135.53 0.00 356,135.53 0.00 3,561.36 5,342,03 366,038.92 0.00
............. ............
7,851,084.00 157,060.70 157,060.69 641,065.50 8,008,144.69 641,065.50 430,015.47 $73,539.44 9,652,765.10
Outstanding Disbursement Balance: 0.00
Page I of I