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Home My WebLink About2001 10_OPWA_Loan from OWRB_2001.11.06 THE OW ASSO PUBLIC WORKS AUTHORITY 2001-10 A RESOLUTION OF THE OW ASSO PUBLIC WORKS AUTHORITY AUTHORIZING AN INTERIM CONSTRUCTION LOAN FROM THE OKLAHOMA WATER RESOURCES BOARD IN THE TOTAL AGGREGATE PRINCIP AL AMOUNT OF $2,364,585; APPROVING THE ISSUANCE OF TWO PROMISSORY NOTES IN THE TOT AL AGGREGATE PRINCIPAL AMOUNT OF $2,364,585, SECURED BY A PLEDGE OF REVENUES AND AUTHORIZING THEIR EXECUTION; APPROVING AND AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT FOR INTERIM CONSTRUCTION CLEAN WATER SRF LOAN AND A LOAN AGREEMENT FOR CLEAN WATER SRF INTERIM CONSTRUCTION BOND LOAN; RATIFYING A LEASE, AS AMENDED BY AN AMENDMENT TO LEASE; APPROVING VARIOUS COVENANTS; APPROVING AND AUTHORIZING PAYMENT OF FEES AND EXPENSES; AUTHORIZING DOCUMENTS PERTAINING TO A YEAR-TO-YEAR PLEDGE OF CERTAIN SALES TAX REVENUE; AND CONTAINING OTHER PROVISIONS RELATING THERETO. RESOLUTION NO Tulsa County, Oklahoma (the 1991, Sections 176-180.4, as City of Owasso, Oklahoma (the WHEREAS, the Borrower is authorized and has determined to construct improvements to the Borrower's wastewater system (the "Project") in order to better serve the customers of said Borrower and in payment of part of the cost thereof, to seek money in the form of an interim construction clean water SRF loan from the Oklahoma Water Resources Board (the "Board") in the aggregate amount of$2,364,585; and WHEREAS, the Board has approved a loan application of the Borrower and the Borrower has determined to borrow money from the Board to accomplish the Project and to evidence such loan by the issuance of (i) the Borrower's Series 2001D Interim Construction Clean Water SRF Promissory Note to Oklahoma Water Resources Board in the original principal amount of $1,419,585 (the "2001D Note"), and (ii) the Borrower's Series 2001E Clean Water SRF Interim Construction Bond Loan Promissory Note to Oklahoma Water Resources Board in the original principal amount of$945,000 (the "2001E Note"), said 2001D Note and 2001E Note being equally secured by a pledge of revenue derived from Borrower's water, sanitary sewer, garbage and trash collection systems and the Bailey Ranch Golf Club (hereinafter collectively the "System") and the revenue generated pursuant to a two percent (2%) sales tax received by the Borrower from the City which sales tax is levied pursuant to Ordinance No. 103 of the City, as amended by Ordinance No. 153 of said City (the "Limited Sales Tax Revenue") 2 NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OW ASSO PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA: Section Issuance of Notes The Borrower is issue its 2001D Note and 2001E Note payable to the Board. 2001 will be equally secured by a subordinate lien on the revenues of the System and a year-to-year pledge of the Limited Sales Tax Revenue, with said lien being subject and subordinate to the lien on said revenues securing (i) the Borrower's Series 1993A Promissory Note to Oklahoma Water Resources Board dated April 1, 1993, (ii) the Borrower's Series 1993B Promissory Note to Oklahoma Water Resources Board dated April 1, 1993, (iii) the Borrower's Utility Revenue Bonds, Series 1996, dated July 1, 1996, (iv) the Borrower's Revenue Refunding Bonds, Series 1997, dated December 15, 1997, (v) the Borrower's Public Improvement Revenue Bonds, Series 1998, (vi) the Borrower's Series 1999B Promissory Note to Oklahoma Water Resources Board dated June 30, 1999, (vii) the Borrower's Series 2001B Promissory Note to Oklahoma Water Resources Board dated June 27, 2001, and (viii) the Borrower's Series 2001C Promissory Note to Oklahoma Water Resources Board dated June 27, 2001 (the debt obligations referred to in (i) through (viii) above being referred to collectively herein as the "Outstanding Senior Lien Debt"). The officers of the Borrower are hereby authorized and directed to execute said 2001D Note and said 2001E Note and to do any and all lawful things to effect said loan and secure said loan from the Board. The 2001D Note and the 2001E Note shall bear interest at a four and rate, inclusive of a one-half of one percent (112%) annual principal amount of said Notes to accept said loan and D Note and the 2001E Note hereby authorized The three-quarters percent (4.75%) interest administrative fee on the outstanding Section 2. Execution of Loan Agreement For Interim Construction Clean Water SRF Loan and Loan Agreement for Clean Water SRF Interim Construction Bond Loan. The Loan Agreement For Interim Construction Clean Water SRF Loan and the Loan Agreement for Clean Water SRF Interim Construction Bond Loan, both by and between the Borrower and the Board (collectively, the "Loan Agreement" or "Loan Agreements") are hereby approved and the Chairman or Vice Chairman and Secretary or Assistant Secretary are hereby authorized to execute same for and on behalf of the Borrower, and to do all other lawful things to carry out the terms and conditions of said Loan Agreements Section 3. Execution of Security Agreement. The Security Agreement, by and between the Board and the Borrower (the "Security Agreement"), whereby the Borrower gives a subordinate security interest in certain revenues of the System to the Board to secure payment on the 2001D Note and the 2001E Note is hereby approved and the Chairman or Vice Chairman and Secretary or Assistant Secretary are hereby authorized to execute same for and on behalf of the Borrower, and do all other lawful things to carry out the terms and conditions of said Security Agreement. Section 4. Covenants of Borrower. Until payment in full Note and performance of all obligations owing to the Board under instruments executed pursuant hereto, unless the Board shall Borrower hereby represents its intent to abide Security Agreement and the Loan Agreements, ofthe 2001D Note and the 2001E the Loan Agreements and the the the incorporated herein in their otherwise consent in writing, the covenants contained in are by and carry out which covenants entirety. .. ') .J Section 5. Lease. The Lease dated July 31, 1973, as amended by an Amendment to Lease dated as of July 1, 1996, between the City of Owasso, Oklahoma, and the Borrower, whereby the City leased its water, sanitary sewer, garbage and trash collection systems and the Bailey Ranch Golf Club to the Borrower, is hereby ratified and confirmed and the term of said Lease. as amended, shall extend until the 2001D Note and the 2001E Note are paid Section 6 Fees and Expenses Upon closing of the referenced loan, the officers of the Borrower are hereby authorized to disburse (from loan proceeds or other available funds of the Borrower) unto the Borrower's Financial Advisor, Counsel to the Borrower and Bond Counsel, certain fees and expenses, all as set forth on Exhibit "A" hereto, together with such other fees and expenses as will be set forth on the Borrower's Closing Order to be executed in connection with the closing of the financing referenced herein. Section 7 Sales Tax Pledge. That the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Borrower be and are hereby authorized to execute and deliver any and all documentation on behalf of the Borrower pertaining to the year-to-year pledge ofthe Limited Sales Tax Revenue for purposes of securing the 2001D Note and the 2001E Note. Section 8. Necessa Action. The Chairman or Vice Chairman and Secretary or Assistant Secretary of the Borrower are hereby further authorized on behalf of the Borrower to approve the disbursement of the proceeds of the 2001D Note and the 2001E Note and other funds of the Borrower in connection with the issuance of said Notes and the accomplishment of the transaction contemplated herein, and further, to accept, receive, execute, attest, seal and deliver the above mentioned documents and all additional documentation, certifications and instruments and to take such further actions as may be required in connection with the transactions contemplated hereby, and are further authorized to approve and make any changes to the documents approved by this Resolution, for and on behalf of the Borrower, the execution and delivery of such documents being conclusive as to the approval of any terms contained therein. [Remainder of Page Intentionally Left Blank] 4 APPROVED AND ADOPTED THIS 6TH DAY OF NOVEMBER, 2001 THE OW ASSO PUBLIC WORKS AUTHORITY 5 APPR~ AS TO FORM ) )SS ) STATE OF OKLAHOMA COUNTY OF TULSA I, the undersigned, Secretary of The Owasso Public Works Authority, Tulsa COllnty, Oklahoma, an Oklahoma public trust, do hereby certify that the above and foregoing is a true, full and correct copy of an excerpt from the minutes of a meeting of the Board of Trustees of said lic trust held on the date above stated, all as recorded in the official minutes of such meeting. I that the "Open Meeting Law" was complied with for such meeting. pub further certify GIVEN UNDER MY HAND THIS 6TH DAY OF NOVEMBER, 2001 6 EXHIBIT" A' Closing Fees and Expenses Paid at $31,473.08 $14,779.00 $31,057.00 Fagin, Brown, Bush, Tinney & Kiser Legal Fee and Reimbursement For Out-of-Pocket Expenses Ronald D. Cates Fee Legal Wells Nelson & Associates, LLP Financial Advisory Fee and Reimbursement For Out-of-Pocket Expenses A AUTHORITY, TULSA THIS 6TH DA Y OF OW ASSO PUBLIC WORKS IN REGU LAR SESSION ON TRUSTEES OF THE COUNTY, OKLAHOMA, MET NOVEMBER 2001, AT 6:30 P. M. Mary Lou Barnhouse, Chair; Randy Brogdon, Vice Chair; H C Williams, Trustee; Rebecca Armstrong, Trustee; Michael Helm, Trustee PRESENT None Thereupon, the Chairman introduced a Resolution which was read by the Secretary. Trustee Williams moved that the Resolution be adopted and Trustee Helm seconded the motion. The motion carrying with it the adoption ofthe Resolution prevailed by the following vote ABSENT Williams, Helm, Armstrong, Brogdon, Barnhouse AYE None is as follows NAY The Resolution as adopted