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Home My WebLink About2000 02_OPWA_INterim Construcion Loan WRB_2000.04.04 THE OW ASSO PUBLIC WORKS AUTHORITY RESOLUTION NO. 2000-02 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 NOT TO EXCEED $2,620,000; APPROVING THE ISSUANCE OF A PROMISSORY NOTE IN THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $2,620,000, SECURED BY A PLEDGE OF REVENUES AND AUTHORIZING ITS EXECUTION; APPROVING AND AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT FOR INTERIM CONSTRUCTION CLEAN WATER SRF LOAN; RATIFYING A LEASE, AS AMENDED BY AN AMENDMENT TO LEASE; APPROVING V ARIOUS 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. 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, to seek money in the form of an interim construction clean water SRF loan from the Oklahoma Water Resources Board (the "Board ") in the amount of not to exceed $2,620,000; 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 the Borrower's Series 2000 Interim Construction Clean Water SRF Promissory Note to Oklahoma Water Resources Board in the original principal amount of not to exceed $2,620,000 (the "2000 Note"), said Note 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 levied pursuant to Ordinance No. 103 of the City, as amended by Ordinance No. l53 of said City (the "Limited Sales Tax Revenue") NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OW ASSO PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA: 2 Section 1 Issuance of Note. The Borrower is hereby authorized to accept said loan and issue its 2000 Note payable to the Board. The 2000 Note will be secured by a subordinate lien on the revenues of the System and a year-to-yearpledge 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, and (vi) the Borrower's Series 1999B Promissory Note to Oklahoma Water Resources Board dated June 30, 1999 (the debt obligations referred to in (i) through (vi) 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 2000 Note and to do any and all lawful things to effect said loan and secure said loan from the Board. The 2000 Note shall bear interest at a four and three-quarters percent (4.75%) interest rate, inclusive of a one-half of one percent (1/2%) annual administrative fee on the outstanding principal amount of said 2000 Note Section 2. Execution of Loan Agreement F or Interim Construction Clean Water SRF Loan. The Loan Agreement For Interim Construction Clean Water SRF Loan, by and between the Borrower and the Board (the "Loan Agreement") 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 to do all other lawful things to carry out the terms and conditions of said Loan Agreement. 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 2000 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 of the 2000 Note and performance of an 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 Security Agreement and the Loan Agreement, which covenants are incorporated herein in their entirety 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 2000 Note is 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 3 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 of the Limited Sales Tax Revenue for purposes of securing the 2000 Note. Section 8. Necess 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 2000 Note and other funds of the Borrower in connection with the issuance of the 2000 Note 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 documeritsbeing conclusive as to the approval of any terms contained therein. [Remainder of Page Intentionally Left Blank]^ 4 APPROVED AND ADOPTED THIS 4TH DAY OF APRIL, 2000. THE OW ASSO PUBLIC WORKS AUTHORITY / , Mark Wilken, C-hainnan ~~t,ppnpppp ~~ \~i p"'.. , ' ~~ .. ~ $@@0$ A~ " * Q.g ~"!> .ell) ~ rb$; c:. ~ "0 ."""'.... .... "......'" ...00.8 ..---.... "'-w* .0'" ;. 1StAL) : .2) ~ __.~ €I @@ "'-40{ , -0" 111 ",..:' sP0>'" @@ljIl @o@ t \' "" ,~.,,,... l>- ","'- ~J:'Elol!AHO~ ~&&'" '~#'$44;,t$~ APPR;N)D AS TO FORM: i' .. 5 EXHIBIT "A and Expenses Paid at Closing Fees $ 27,810.00 $ 12,905.00 $ 33,560.00 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 .. Oppenheim, A division ofBOSC, Inc., Financial Advisory Fee and Reimbursement For Out-of-Pocket Expenses 1 A MEMORANDUM HONORABLE CHAIR AND TRUSTEES OW ASSO PUBLIC WORKS AUTHORITY TO: SHERRY BISHOP FINANCE DIRECTOR FROM: RESOLUTION #2000-02 INTERIM CONSTRUCTION LOAN FROM OWRB SUBJECT 2000 March 31, DATE BACKGROUND The Oklahoma Water Resources Board (OWRB) operates the State Revolving Fund (SRF) loan program and the Financial Assistance Program (F AP). These programs provide low interest financing for eligible projects. The OPW A has taken advantage of OWRB financing in the past and currently has three notes with the OWRB. the wastewater treatment 1998. That resolution was In anticipation of utilizing OWRB funds for Phase IIA improvements to facility, the OPW A Trustees approved Resolution #98-09 in December of a statement of intent by the OPW A to engineering fees from that future J and a contract for construction ha~ i"inancing authorizing the )WRB approved On February 15, for an interim OPW A Trustees approved OWRB 4.25 % interest plus an administrative no later than two years following the permanent financing will be arranged with the OWRB the outstanding balance completion of construction At that time approves the various other construction loan with the OWRB approves and authorizes OPW A Resolution #2000-02 authorizes an interim issuance of a promissory note and loan agreement; and documents and actions necessary to complete the financing construction interim Resolution #2000-02 authorizing an approve RECOMMENDATION: Trustees Staff recommends that loan with the OWRB ATTACHMENTS Resolution #2000-02