KANSAS PUBLIC WATER SUPPLY LOAN FUND Project Principal 649,903.69 Interest During Const. 0.00 ‘Actual Draws - Actual Interest Rate Service Fee During Cons. 0.00 Amortization of Loan Costs = FINAL Loan Origination Fee: 1628.83 Loan Reserve Account: 0.00 Prepared fo: Financial Integrity Assurance Contac 0.00 City of Newton, Project No, 2509 Gross Loan Costs: 651,532.52 Gross Rate: 3.75% Service Fee Rate 035% 1st Payment Dat: 87172009 s/ior2010 ‘Loan Interest Rate: 3.40% ‘Number of Payments 40 Payment Payment Beginning Interest Principal Senie Tol Ending Number__ Date Balance Payment Payment Fee Payment Balance 1 s/tr2009 651,532.52 9,650.72 32,266.77 993.46 4291095 619,265.75 2 2nA0—619.265.75 10,381.33 3149404 1,068.58 42,910.95 387,771.71 3 g2010 $87,771.71 9,989.49 1077953102524 21,764.26 © s76.992.18 4 2011576992118 9,808.87 10,94565 1,009.74 21,764.26 566,046.53 5 wiRO11 $66,046.53 9,622.79 11,150.89 990.58 21,764.26 554,895.64 6 2012 554,895.64 9,433.23 11,359.96 971.07 21,764.26 $43,535.68 7 sii012 $43,535.68 9,240.11 11,572.96 981.19 21,768.26 531,962.72 8 2013 531,962.72 9,083.37 1178996 93093 21,768.26 $20,172.76 9 w2013 320,172.76 8,842.94 101.02 910.30 21,76426 $08,161.74 10 2/2014 508,161.74 8,638.75 1223623 R928 21,76426 ——495595.51 1 12014 495,925.51 3,430.73 12346566 867.87 21,764.26 483,459.85 2 2nAOIs 483,459.85 8,218.82 12,699.39 846.05 21,76426 470,760.46 1B BOIS 470,760.46 8,002.93, 12,93750 823.83 21,764.26 457,822.96 14 2nRo1s 457,822.96 7,782.99 13,180.08 01.19 21,764.25 4,642.88 15 BOG 444,642.88 7335893 1342720 778.13 2176826 431,215.68 16 22017 431,215.68 733067 1367896 754.63 21,76425 417,536.72 17 snnoi7 417,536.72 7,098.12 1393545 730.69 21,768.26 403,601.27 1821018 403,601.27 6,861.22 14,196.74 706.30 21,764.26 389,404.53 19 -B/D018 389,404.53 6619.88 1446292 681.46 21,764.26 374,941.61 20 © 22019 374,941.61 637401 14,734.10 656.15 21,768.26 360,207.51 21 wAo19 360,207.51 61123.53 1501037 63036 21,764.26 345,197.14 22272000 345,197.14 5,868.35 1529182 604.09 21,764.26 329,905.32 23 -9/172020 329,908.32 5,608.39 Iss7854 57733 21,768.26, 314,326.78 24 una 314326.78 5,343.56 1587063 S007 21,764.26 298,456.15 25 g)i/2021 298,456.15 5,073.75 16,168.21 522.30 21,764.26 282,287.94 26 2yunonr 240,287.94 4,798.89 1647137 494.00 21,768.26 265,816.57 27 so ~——265,816.57 4518.88 16,780.20 465.18 21,768.26, 249,03637 28 2/1023 249,036.37 4,233.62 1709483 435.81 21,764.26 231,941.54 29 8/1/2023 (231,941.54 3,943.01 1741535 405.90 21,764.26 214,526.19 30 -2/172004 214,526.19 3.64695 17,741.89 375.42 21,764.26 196,784.30 31 -§/1/2024 196,784.30 3,345.33 1807486 34437 21,764.26, 178,709.74 32 2yoons 178,709.74 3,038.07 ieai3s4s 312.74 21,764.26 160,296.29 3381172025 160,296.29 2,725.04 18,758.70 280.52 21,768.26, 141,537.59, 3421172026 141,537.59 2,406.14 19,11043 247.69 21,764.26 122,427.16 35 812026 122,427:16 2,081.26 19,468.25 21425 21,768.26 102,988.41 3627172007 102,958.41 1,750.29 19,833.79 180.18 21,764.26 83,124.62 3782027 83,124.62 1413.12 20,208.67 145.47 21,764.26 e291895 38 27172028 «62,918.95 1,069.62 20,584.53 Nott 21,764.26 42,334.42 39 giyao28 4,334.42 719.69 20,970.48 74.09 21,764.26, 21,363.94 40 2209 21,363.94 363.19 21,363.94 37.13 21,764.26 0.00 Totals 236,940.58 651,532.52 2439068 __912,863.78 I _ 651 552.52 _ 24,390.68 912,863.78 Prepare by DAR a emeceve on of rt henenstmentLOAN AGREEMENT Between ‘THE KANSAS DEPARTMENT OF HEALTH AND ENVIRONMENT ACTING ON BEHALF OF ‘THE STATE OF KANSAS and NEWTON, KANSAS KPWSLF PROJECT NO. 2509 EFFECTIVE AS OF SEPTEMBER 8, 2008 The interest of the Kansas Department of Health and Environment ("KDHE") in the interest portion of the Loan Repayments to be made by the Municipality and certain other revenues (the "Revenues") under this Loan Agreement have been pledged and assigned to the Kansas Development Finance Authority (the "Authority") pursuant to a Pledge Agreement between KDHE and the Authority. The interest of the Authority in the Revenues has been pledged as security for the payment of the principal ‘of, redemption premium, if any, and interest on the Authority's Kansas Public Water Supply Loan Fund Revenue Bonds, pursuant to a Master Bond Resolution adopted by the Authority.LOAN AGREEMENT Table of Contents Recitals ARTICLE DEFINITIONS Section 1.01. Definition... Section 1.02, Rules of Interpretation... ARTICLE Il LOAN TERMS Section 2.01. Amount ofthe Loan Section 2.02. Interest Rate. — Section 2.03, Disbursement of Loan Proceeds. — Section 2.04. Schedule of Compliance; Completion of Project. Section 2.05. Repayment of the LOAM sesso Section 2.06. Additional Payments Section 2,07, Financial Integrity Assurance Contract. ARTICLE IIL REPRESENTATIONS AND COVENANTS OF MUNICIPALITY Section 3.01. Representations of the Municipality. Section 3.02. Particular Covenants of the Municipality. ARTICLE IV ASSIGNMENT Section 4.01. Assignment and transfer by KDHE. Section 4.02, Assignment by the Municipality. ARTICLE V DEFAULT AND REMEDIES Section 5,01, Notice of Default Section 5.02, Remedies on Default. Section 5.03. Expense Section 5.04, Application of Moneys.. Section 5.05, No Remedy Exclusive; Waiver; Notic.. Section 5.06. Retention of KDHE's Rights : Section 5.07. Financial and Management...ARTICLE VI MISCELLANEOUS Section 6.01. Notices... Section 6.02. Binding Effect... Section 6.03. Severability. . os Section 6,04. Amendments, Supplements and Modifications Section 6.05. Execution in Counterparts. Section 6,06. Governing Law and Regulations Section 6.07. Consents and Approvals... Section 6.08, Further Assurances... Signatures and Seal Exhibit A - Description of the Project Exhibit B - Dedicated Source of Revenues and Loan Repayment Schedule Exhibit C - Conditions Applicable to Construction of the Project Exhibit D - Use of Loan Proceeds Exhibit E - Instructions for Requesting Loan Payments Exhibit F - Form of Municipality Ordinance Exhibit G - Form of Opinion of Municipality's Counsel Exhibit H - Municipality's Notice Address Exhibit I- Form of Financial Integrity Assurance ContractKANSAS PUBLIC WATER SUPPLY LOAN FUND LOAN AGREEMENT THIS LOAN AGREEMENT, effective as of September 8, 2008, by and between the KANSAS DEPARTMENT OF HEALTH AND ENVIRONMENT ("KDHE"), acting on behalf of THE STATE OF KANSAS (the "State"), and NEWTON, KANSAS, a "Municipality" according to K.S.A. 65-163d, hereinafter referenced as the "Municipality"; WITNESSETH: WHEREAS, the Safe Drinking Water Act Amendments of 1996 [PL 104-182] to the Safe Drinking Water Act Gointly, the "Federal Act") established the Drinking Water Loan Fund to assist public water supply systems in financing the costs of infrastructure needed to achieve or maintain compliance with the Federal Act ‘and to protect the public health and authorized the Environmental Protection Agency (the "EPA") to administer a revolving loan program operated by the individual states; and WHEREAS, to fund the state revolving fund program, the EPA will make annual capitalization grants to the states, on the condition that each state provide a state match for such state's revolving fund; and WHEREAS, by passage of the Kansas Public Water Supply Loan Act, K.S.A. 65-163d ef seq., a8 amended (the "Loan Act"), the State of Kansas (the "State") has established the Kansas Public Water Supply Loan Fund (the "Revolving Fund") for purposes ofthe Federal Act; and WHEREAS, under the Loan Act, the Secretary (the "Seeretary") of the Kansas Department of Health and Environment ("KDHE") i given the responsibilty for administration and management of the Revolving Fund; and WHEREAS, the Secretary and the Kansas Development Finance Authority (the "Authority") have entered into an Inter-Agency Agreement dated as of September 6, 1997, which was amended and restated pursuant to an Inter-Agency Agreement by and among KDHE, the Kansas Department of Administration (the “DOA'") and the Authority, dated as of March 14, 1999 (jointly, the "Inter-Agency Agreement"), to define the cooperative relationship between KDHE, the DOA and the Authority to jointly administer certain provisions of the Loan Act; and WHEREAS, the Authority and KDHE have supplemented the Inter-Agency Agreement by entering into a Pledge Agreement, dated as of November 1, 1997, as the same may be amended and supplemented from time to time (the "Pledge Agreement”) pursuant to which KDHE agrees to enter into Loan Agreements with Municipalities (as defined in the Loan Act) for Public Water Supply Projects (the "Projects") and to pledge the Loan Repayments received pursuant to such Loan Agreements to the Authority; and WHEREAS, the Authority is authorized under K.S.A. 74-8905(a) and the Loan Act to issue revenue bonds (the "Bonds") for the purpose of providing funds to implement the State's requirements under the Federal Act and to loan the same, together with available funds from the EPA capitalization grants, to Municipalities within the State for the payment of Project Costs (as said terms are defined in the Loan Act); andWHEREAS, the Municipality has made timely application to KDHE for a Loan to finance all or a portion of the Project Costs; and WHEREAS, the State has approved the Municipality's application for a Loan, subject tothe receipt of capitalization grants from the EPA pursuant to the Federal Act and proceeds ofthe Bonds when issued by the Authority NOW, THEREFORE, for and in consideration of the award of the Loan by KDHE, the Municipality agrees to complete its Project and to perform under this Loan Agreement in accordance withthe conditions covenants and procedures set forth herein and attached hereto as a part hereof, as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. The following terms as used in this Loan Agreement shall, unless the context clearly requires otherwise, have the following meanings “Additional Payments" means the payments described in Section 2.06 hereof. "Additional Revenue Obligations” means any obligation forthe payment of money undertaken by the Municipality which is payable from or secured by a pledge of, or lien upon, the System Revenues incurred after the date of execution and delivery of this Loan Agreement, and all Existing Revenue Obligations "Authority" means the Kansas Development Finance Authority, a public body politic and corporate and an instrumentality of the State, and its successors and assigns. " Authorized Municipality Representative” means any person authorized pursuant toa esolution of the governing body of the Municipality to perform any act or execute any document relating to the Loan, or this Loan Agreement "Bonds" means the Kansas Development Finance Authority, Kansas Public Water Supply Revolving Loan Fund Revenue Bonds, issued in one or more series, pursuant to Master Bond Resolution No. 106, and supplements thereto. "Code" means the Intemal Revenue Code of 1986, and amendments thereto, and any applicable regulations thereunder promulgated by the Department of the Treasury. "Dedicated Source of Revenue" shall have the meaning ascribed thereto in Exhibit B attached hereto. EPA" means the Environmental Protection Agency of the United States, its suecessors and assigns, “Event of Default” means any occurrence of the following events: (@) failure by the Municipality to pay, or cause to be paid, any Loan Repayment required to be paid hereunder when due;(b) failure by the Municipality to observe and perform any duty, covenant, obligation or ‘agreement on its part to be observed or performed under this Loan Agreement, other than as referred to in paragraph (a) ofthis Section, which failure shall continue for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to the Municipality by KDHE, unless KDHE shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in such notice is correctable but cannot be corrected within the applicable period KDHE may not ‘unreasonably withhold its consent to an extension of such time up to 90 days from the delivery of the written notice referred to above if corrective action is instituted by the Municipality within the applicable period and diligently pursued until the Event of Default is corrected: (©) failure by the KDHE to observe and perform any duty, covenant, obligation or agreement on its part to be observed or performed under this Agreement which shall continue for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to KDHE by the Municipality, unless the Municipality shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in such notice is correctable but cannot be corrected within the applicable period the Municipality may not unreasonably withhold its consent to an extension of such time up 10.90 days from the delivery of the written notice referred to above if corrective action is instituted by KDHE within the applicable period and diligently pursued until the Event of Default is corrected; (@® any representation made by or on behalf of the Municipality contained in this Loan ‘Agreement, or in any instrument furnished in compliance with or with reference to this Loan Agreement or the Loan, is intentionally false or misleading in any material respe (©) __ any representation made by or on behalf of KDHE contained in this Agreement, or in any instrument furnished in compliance with or with reference to this Agreement, is intentionally false or misleading in any material respect; o is filed by or against the Municipality under any federal or state bankruptcy or insolvency law or other similar law in effect on the date of this Loan Agreement or thereafter enacted, unless in the case of any such petition filed against the Municipality, such petition shall be dismissed within thirty (30) acting on behalf of THE STATE OF KANSAS, ANC J % ~ By: is : Z Re ‘Jon W. Mitchell Director, Division of Environment Date: By._( é reco Keacquel L. Thusers Brinted Name Mayor City of Newton (Seal) ATTEST: By; A Oanin BA Qust be Title: City Coxk Date:_ 3-23-2010 First Amendment Effective as of February 11, 2010 3ARTICLE I LOAN TERMS Section 2.01. Amount of the Loan. Subject to all of the terms, provisions and conditions of this Loan Agreement, and subject to the availability of State and Federal funds, KDHE will loan an amount not to exceed $4,200,000 $651,532.52 to the Municipality to pay the costs of the Project described in Exhibit A hereto. The final actual amount of the Loan may be reduced without revision (of any other terms, provisions or conditions of this Loan Agreement, other than the Loan Repayment Schedule (Exhibit B hereto), to reflect reductions in the estimated or actual total Project Costs as impacted by opening of bids for construction, change orders, final actual costs, and prepayments, ‘The Municipality shall be responsible for any costs incurred by the Municipality in connection with the Project in addition to the amount of the Loan, An amendment to Exhibit B must be accomplished by an Amendment to the Loan Agreement executed by all parties, First Amendment Effective as of February 11, 2010 4