The URL can be used to link to this page

Home My WebLink About2001 07_OPWA_Loan OWRB for Ator Relief Line_2001.06.19 THE OW ASSO PUBLIC WORKS AUTHORITY RESOLUTION NO. 2001-07 A RESOLUTION OF THE OW ASSO PUBLIC WORKS AUTHORITY AUTHORIZING A LOAN FROM THE OKLAHOMA WATER RESOURCES BOARD IN THE PRINCIPAL AMOUNT OF $1,005,000; APPROVING THE ISSUANCE OF A PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $1,005,000, SECURED BY A PLEDGE OF REVENUES AND AUTHORIZING ITS EXECUTION; DESIGNATING THE LOCAL TRUSTEE; APPROVING AND AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT; APPROVING AND AUTHORIZING THE EXECUTION OF A SERIES 2001C SUPPLEMENTAL NOTE INDENTURE; RATIFYING A LEASE, AS AMENDED BY AN AMENDMENT TO LEASE; APPROVING VARIOUS COVENANTS; APPROVING AND AUTHORIZING PAYMENT OF FEES AND EXPENSES; ESTABLISHING THE AUTHORITY'S REASONABLE EXPECTATIONS WITH RESPECT TO THE ISSUANCE OF TAX-EXEMPT OBLIGATIONS IN CALENDAR YEAR 2001; AUTHORIZING DOCUMENTS PERTAINING TO A YEAR-TO-YEAR PLEDGE OF CERTAIN SALES TAX REVENUE; AND CONTAINING OTHER PROVISIONS RELATING THERETO. WHEREAS, The Owasso Public Works Authority, Tulsa County, Oklahoma (the "Borrower"), was organized under Title 60, Oklahoma Statutes 1991, Sections 176-180.4, as amended, for the purpose of furthering the public functions of the City of Owasso, Oklahoma (the "City"); and WHEREAS, the Borrower is authorized and has determined to construct improvements to the Borrower's wastewater system, including specifically, the installation of new gravity sanitary sewer lines that will divert wastewater flows from the downtown collection system, and eliminate the Ator sewer lift station (the "Project"); and WHEREAS, the Borrower has determined to borrow funds pursuant to a $1,005,000 financial assistance program loan (the "Loan") from the Oklahoma Water Resources Board (the "Board"), which Loan is to be evidenced by the Borrower's Series 2001C Promissory Note to Oklahoma Water Resources Board dated June 27,2001, and issued in the original principal amount of$1,005,000 (the "2001C Note"); and WHEREAS, the Board has approved a loan application of the Borrower and the Borrower has determined to borrow money from the Board for the purpose of financing the Project and to evidence such loan by the issuance of the 2001C Note, said 2001C Note being secured by a pledge of revenue derived from Borrower's water, sanitary sewer, garbage and trash collection systems and 2 generated sales tax is NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OW ASSO PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA: Section 1 Issuance of Note The Borrower is hereby authorized to accept said loan and issue its 2001C Note payable to the Board. The 2001C Note will be secured by a lien on the revenues of the System and a year-to-year pledge of the Limited Sales Tax Revenue, with said lien being on a parity with 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, and (vii) the Borrower's Series 2001B Promissory Note to Oklahoma Water Resources Board dated June 27,2001 (the debt obligations referred to in (i) through (vii) above being referred to collectively herein as the "Outstanding Senior Lien Debt"). The 2001C Note will be secured on a parity as to the System revenue and as to the Limited Sales Tax Revenue with the Outstanding Senior Lien Debt pursuant to the General Bond Indenture dated as of December 1, 1997 (the "General Bond Indenture") between the Borrower and Bank One Trust Company, N.A. (the "Local Trustee"), as heretofore supplemented and as further supplemented pursuant to the Series 2001B Supplemental Note Indenture dated as of June 1, 2001 (the "Series 200lB Supplemental Note Indenture") and the Series 200lC Supplemental Note Indenture dated as of June 1,2001 (the "Series 2001C Supplemental Note Indenture"). The officers of the Borrower are hereby authorized and directed to execute said 2001C Note and to do any and all lawful things to effect said loan and secure said loan from the Board. The 2001C Note shall bear interest at a variable interest rate established by the Board. Section 2. Designation of Local Trustee. The Borrower hereby designates Bank One Trust Company, N.A. to serve as the Local Trustee of certain funds in relation to the 2001 C Note. Section 3 Execution of Loan Agreement. The Loan Agreement, by and between the Borrower and the Board (the "Loan Agreement") is hereby approved and the Chairperson or Vice Chairperson 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 Agreement. lemental Note Indenture. The Series 2001C the Borrower and the Local Trustee (which Bond Indenture dated as of December 1, 1997 between said .. Section 4 Execution of Series 2001 Su I Note Indenture, by and between md amends the Genera " .) Supplemental supplements parties and as heretofore supplemented and amended), pertaining to the 2001C Note is hereby approved and the Chairperson or Vice Chairperson 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 Series 2001 C Supplemental Note Indenture. The General Bond Indenture as heretofore supplemented and amended and as supplemented pursuant to the terms of the Series 2001B Supplemental Note Indenture and the Series 2001C Supplemental Note Indenture, shall be referred to herein collectively as the "Indenture' Section 5 Covenants of Borrower. Until payment in full of the 2001C Note and performance of all obligations owing to the Board under the Loan Agreement and the instruments executed pursuant hereto, unless the Board shall otherwise consent in writing, the Borrower hereby represents its intent to abide by and carry out the covenants contained in the Indenture and the Loan Agreement, which covenants are incorporated herein in their entirety. Section 6. 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 2001C Note is paid. referenced the officers 1" or other available funds le Borrower, the Local Trustee, ncluding accrued interest and the the of of loan, the loan proceeQ.., Counsel to and expenses, hereto Secti01!..1 Fees and Expenses Upon closing of hereby authorized to disburse (from the Borrower's Financial Advisor, and all the Board certain fees as set forth on Exhibit "A' Borrower are Borrower) unto Bond Counsel administrative fees, Section 8. Certificate of Desi ation. The Borrower anticipates that the total amount of tax-exempt obligations (other than private activity bonds) issued by the Borrower or other issuers on behalf of the City of Owasso, Oklahoma will not exceed $5,000,000 for calendar year 2001 and hereby authorizes the Chairperson or Vice Chairperson and Secretary or Assistant Secretary to execute and deliver on behalf of the Borrower a Certificate of Designation to that effect. Section 9 Sales Tax Pledge. That the Chairperson or Vice Chairperson and Secretary or Assistant Secretary of the Borrower be and are hereby authorized to execute and deliver any and all documentation on behalf of the Borrower pertaining to the year-to-year pledge of the Limited Sales Tax Revenue for purposes of securing the 2001 C Note. issuance accomplishment further, to accept, receive, execute, attest, seal and deliver the above additional documentation, certifications and instruments and to take 4 the proceeu~ of the and and all Section 10 Assistant Secretary of the approve the disbursement of connection with the contemplated herein, mentioned documents such further actions as may be required in connection with the transactions contemplated hereby, and are further authorized to approve and make any changes to the documents approved by this Resolution, for and on behalf of the Borrower, the execution and delivery of such documents being conclusive as to the approval of any terms contained therein. [Remainder of Page Intentionally Left Blank] 5 APPROVED AND ADOPTED THIS 19TH DAY OF JUNE, 2001 THE OW ASSO PUBLIC WORKS AUTHORITY ," ,i' 0 ~' ,\v (SE Ai '::~)~:0..::... ~-@ ..:: 0 sf]) Ar~~i 1 ~4..@ ~~~\~ ""'"'~ 0 W$Q ~ '" "'", - ',y 6 AS TO FORM ) )SS ) STATE OF OKLAHOMA COUNTY OF TULSA I, the undersigned, Secretary of The Owasso Public Works Authority, Tulsa County, 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 public trust held on the date above stated, all as recorded in the official minutes of such meeting. I further certify that the "Open Meeting Law" was complied with for such meeting. JUNE, 2001 19TH DAY OF GIVEN UNDER MY HAND THIS . .., I .t~; ,c \h ,'! \' "\...,.\ * 0@1<) U A ..." (SR~l.... * A!~:. ::' Q.. 4> ~ ': 01,_ III Q "~ ::. 0: G ~ "'" <Ill III "~ - . . - . 7 EXHIBIT "A' Fees and Expenses Paid at Closing $ 3,500.00 $14,062.50 $6,281.25 $14,562.50 $ 2,500.00 Bank One Trust Company, NA Acceptance Fee and First Annual Fee Fagin, Brown, Bush, Tinney & Kiser Legal Fee and Reimbursement For Out-of-Pocket Expenses Ronald D. Cates Legal Fee and Reimbursement For Out-of-Pocket Expenses Wells Nelson & Associates, LLC Financial Advisory Fee and Reimbursement For Out-of-Pocket Expenses 8 Oklahoma Water Resources Board Rating Fee