HomeMy WebLinkAbout2001 06_OPWA_Two Loans from OWRB_Wastewater treatment Plant Improvements_2001.06.19
THE OW ASSO PUBLIC WORKS AUTHORITY
2001-06
RESOLUTION NO
A RESOLUTION OF THE OW ASSO PUBLIC WORKS AUTHORITY
AUTHORIZING TWO (2) LOANS FROM THE OKLAHOMA WATER
RESOURCES BOARD IN THE COMBINED TOTAL AGGREGATE
PRINCIPAL AMOUNT OF $2,834,535.03; APPROVING THE ISSUANCE OF
TWO (2) PROMISSORY NOTES IN THE COMBINED TOTAL AGGREGATE
PRINCIPAL AMOUNT OF $2,834,535.03, SECURED BY A PLEDGE OF
REVENUES AND AUTHORIZING THEIR EXECUTION; DESIGNATING THE
LOCAL TRUSTEE; APPROVING AND AUTHORIZING THE EXECUTION OF
TWO (2) LOAN AGREEMENTS; APPROVING AND AUTHORIZING THE
EXECUTION OF A SERIES 2000B SUPPLEMENTAL NOTE INDENTURE;
APPROVING AND AUTHORIZING THE EXECUTION OF A SECURITY
AGREEMENT; 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; APPROVING AN
ENGAGEMENT LETTER IN CONNECTION WITH FINANCIAL ADVISORY
SERVICES; 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 (the "Project") in order to better serve the customers of said
Borrower and in payment of part of the cost thereof, the Borrower heretofore borrowed funds
pursuant to a $2,581,100 direct SRF interim construction loan (the "Construction Loan") from the
Oklahoma Water Resources Board (the "Board"), which Construction Loan is evidenced by the
Borrower's Series 2000 Interim Construction Clean Water SRF Promissory Note dated April 12,
2000, and issued in the original principal amount of$2,581,000 (the "Construction 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 refinancing the outstanding
principal amount of the Construction Note and to evidence such loan by the issuance of (i) the
..
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Borrower's Series 2001A Clean Water SRF Promissory Note to Oklahoma Water Resources Board
in the original principal amount of$1,029,535.03 (the "2001A Note") and (ii) the Borrower's Series
200lB Promissory Note to Oklahoma Water Resources Board in the original principal amount of
$1,805,000 (the "2001B Note"), said Notes being 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 to
Ordinance No 103 of the City, as amended by Ordinance No. 153 of said City
levied pursuant
(the "Limited Sales
Tax Revenue")
NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OW ASSO
PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA:
Section 1 Issuance of Notes. The Borrower is hereby authorized to accept said loans and
issue its 2001A Note and 2001B Note (collectively, the "Notes") payable to the Board. The 2001A
Note will be 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 I, 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, 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 2001B Note, and (viii) the Borrower's Series 2001C Promissory Note to Oklahoma
Water Resources Board dated June 27,2001 (being issued simultaneously with the Notes) (the debt
obligations referred to in (i) through (viii) above being referred to collectively herein as the
"Outstanding Senior Lien Debt"). The 2001B 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, NA (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 2001B Supplemental Note Indenture") and the
Series 2001C Supplemental Note Indenture dated as of June 1, 2001 (the "Series 2001C
Supplemental Note Indenture"). The officers ofthe Borrower are hereby authorized and directed to
execute said Notes and to do any and an lawful things to effect said loans and secure said loans
from the Board. The 2001A Note shall bear interest at a zero percent (0%) interest rate, plus a one-
half of one percent (1/2%) annual administrative fee on the outstanding principal amount of said
2001A Note. The 2001B Note shall bear interest at a variable interest rate established by the Board.
Section2. Designation of Local Trustee. The Borrower hereby designates Bank One Trust
Company, to serve as the Local Trustee of certain funds in relation to the 2001B Note.
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Section 3. Execution of Loan Agreement and Loan Agreement For Clean Water SRF Loan.
The Loan Agreement For Clean Water SRF Loan and the Loan Agreement, both by and between
the Borrower and the Board (collectively, the "Loan Agreements") are 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 Agreements.
Section 4 Execution of Series 2001 Su 1emental
Supplemental Note Indenture, by and between the Borrower
supplements and amends the General Bond Indenture dated as of December 1,
parties and as heretofore supplemented and amended), pertaining to the 2001B 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 2001B 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 200lC Supplemental Note
Indenture, shall be referred to herein collectively as the "Indenture'
The Series 2001B
Local Trustee (which
1997 between said
Note Indenture.
and the
Section 5. 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 2001A
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 do all other
lawful things to carry out the terms and conditions of said Security Agreement.
Section 6. Covenants of Borrower. Until payment in full of the Notes and performance of
all obligations owing to the Board under the Loan Agreements 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, the Security
Agreement and the Loan Agreements, which covenants are incorporated herein in their entirety.
Section 7. 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 Notes are paid.
the officers
available funds
~~. the Local Trustee,
crued interest and
the
the
of
of
Section 8 Fees and Expenses Upon closing of the referenced loans,
Borrower are hereby authorized to disburse (from] or other
Borrower) unto the Borrower's Financial Advisor,
Bond and the Board anc
all as set
the Borrowe~
including
..
oan proceeds
Counsel to
l expenses,
hereto
4
certain fees
forth on Exhibit "A'
Counse
administrative fees,
Section 9 Certificate of Designation. 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 10. 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 Notes.
Section 11 Necessa Action. The Chairperson or Vice Chairperson 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 Notes and other funds of the Borrower in
connection with the issuance of the 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]
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19TH DAY OF JUNE, 2001
THE OW ASSO PUBLIC WORKS
AUTHORITY
APPROVED AND ADOPTED THIS
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APPRO'!JO AS TO FORM:
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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.
19TH DAY OF JUNE, 2001
7
GIVEN UNDER MY HAND THIS
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EXHIBIT "A'
Fees and Expenses Paid at Closing
$ 3,500.00
$36,931.69
$17,715.84
$37,431.69
$ 2,500.00
To be established
Pursuant to Closing
Order of Borrower
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
Oklahoma Water Resources Board
Rating Fee
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Oklahoma Water Resources Board
Accrued Interest and Administrative Fee