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Home My WebLink About2002 06_OPWA_Two Loans from OWRB_2002.11.18 THE OW ASSO PUBLIC WORKS AUTHORITY 2002-06 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 NOT TO EXCEED $2,604,236; APPROVING THE ISSUANCE OF TWO (2) PROMISSORY NOTES IN THE COMBINED TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $2,604,236, 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 2002B 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 2002; 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 2001, 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 an SRF interim construction loan (the "Construction Loan") from the Oklahoma Water Resources Board (the "Board"), which Construction Loan is evidenced by (i) the Borrower's Series 200ID Interim Construction Clean Water SRF Promissory Note dated November 30, 2001, and issued in the original principal amount of $1,413,089 and (ii) the Borrower's Series 200lE Clean Water SRF Interim Construction Bond Loan Promissory Note to Oklahoma Water Resources Board dated November 30, 2001, in the original principal amount of $935,000 (collectively, 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 Borrower's Series 2002A Clean Water SRF Promissory Note to Oklahoma Water Resources Board in the original principal amount of not to exceed $939,236 (the "2002A Note") and (ii) the Borrower's Series 2002B Promissory Note to Oklahoma Water Resources Board in the original principal amount of not to exceed $1,665,000 (the "2002B 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 levied pursuant to Ordinance No. 103 of the City, as amended by Ordinance No. 153 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: Section 1. Issuance of Notes. The Borrower is hereby authorized to accept said loans and issue its 2002A Note and 2002B Note (collectively, the "Notes") payable to the Board. The combined principal amount of the Notes shall not exceed $2,604,236 and the interest rate on the 2002B Note shall be a fixed rate of interest not to exceed an average rate of 6.00 %, with said final principal amount and interest rate to be approved pursuant to a Certificate of Determination to be executed by the Chairman or Vice Chairman ofthe Borrower. The Notes 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 positions being described in the documents securing the Notes. The officers of the Borrower are hereby authorized and directed to execute said Notes and to do any and all lawful things to effect said loans and secure said loans from the Board. The 2002A 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 2002A Note. Trust Trustee The Borrower hereby designates Banl\: One Trustee of certain funds in relation to the 2002B Note. Designation of Local to serve as the Local Section 2 N.A. Company, 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 2002B (which said Supplemental supplements parties and as heretofore supplemented and amended), pertaining 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 2002B Supplemental Note Indenture. The General Bond Indenture as heretofore supplemented and amended and as terms of the Series 2002B Supplemental Note Indenture shall the "Indenture' of December 1, 1997 between to the 2002B Note supplemented pursuant to the be referred to herein collectively as 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 2002A 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, shan extend until the Notes are paid of the of the Lrustee, accrued Bonds Section 8 Fees and Expenses Upon closing of the referenced loans, the officers Borrower are hereby authorized to disburse (from loan proceeds or other available funds Borrower) unto the Borrower's Financial Advisor, Counsel to the Borrower, the Local 1 Bond Counsel and the Board certain fees and expenses, including accrued interest, administrative fees, and conversion costs pertaining to converting certain of the Board'! from a variable rate to a fixed interest rate, aU as set forth on Exhibit "A" hereto Section 9. Certificate of Designation. The Borrower anticipates that the total amount oftax- exempt obligations (other than private activity bonds) issued by the Borrower or ~ issuers on behalf of the City of Owasso, Oklahoma will not exceed $5,000,000 for calendal 2002 and vther year 2 to hereby authorizes the Chairperson or Vice Chairperson and Secretary or Assistant Secretary 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. 11 Necess o...,-.:retary of the disbursement 18TH DAY OF NOVEMBER, 2002 THE OW ASSO PUBLIC WORKS AUTHORITY APPROVED AND ADOPTED THIS 3 APPROVED AS TO FORM EXHIBIT "A' Fees and Expenses Paid at Closing Bank One Trust Company, NA Acceptance Fee and First Annual Fee $3,500.00 of of fee is 1.25% of principal amount issued, plus reimbursement for out pocket expenses in the amount of$L937.65 lega Notes Fagin, Brown, Bush, Tinney & Kiser Legal Fee and Reimbursement For Out-of-Pocket Expenses financial advisory fee is 1.25% of principal amount of Notes issued, plus reimbursement for out of pocket expenses in the amount of $500.00 Wells Nelson & Associates, LLC Financial Advisory Fee and Reimbursement For Out-of-Pocket Expenses Oklahoma Water Resources Board Rating Fee $2,500.00 To be established Pursuant to Closing Order of Borrower Oklahoma Water Resources Board Accrued Interest, Administrative Fee, and Fixed Rate Conversion Costs THE TRUSTEES OF THE OW ASSO PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA, MET IN SPECIAL SESSION ON THIS 18TH DAY OF NOVEMBER, 2002, AT 5:00 P. M. Chairman Brogdon, Vice Chairman Helm, Trustee Cochran, Trustee Kimball PRESENT Armstrong Thereupon, the Chairperson introduced a Resolution which was read by the Secretary. Trustee Cochran moved that the Resolution be adopted and Trustee Kimball seconded the motion. The motion carrying with it the adoption of the Resolution prevailed by the following vote: Trustee ABSENT Helm, Brogdon Cochran, Kimball AYE .. None The Resolution as adopted is as follows NAY SS ) ) ) STATE OF OKLAHOMA COUNTY OF TULSA I, the undersigned, Secretary of The Ow as so Public Works Authority, Tulsa County, Oklahoma, an Oklahoma public tmst, do hereby certify that the above and foregoing is a tme, full and correct copy of an excerpt from the minutes of a meeting of the Board of Trustees of said public tmst 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. 18TH DAY OF NOVEMBER, 2002 GIVEN, JJNDER MY HAND THIS