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HomeMy WebLinkAbout2014 02_OPWA_Appointing BancFirst_2014.03.04OWASSO PUBLIC WORKS AUTHORITY RESOLUTION NO. 2014-02 A RESOLUTION OF THE OWASSO PUBLIC WORKS AUTHORITY (THE "AUTHORITY") APPROVING THE REMOVAL OF THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE BANK, AND APPOINTING BANCFIRST, AS SUCCESSOR TRUSTEE BANK, WITH RESPECT TO CERTAIN OBLIGATIONS OF INDEBTEDNESS OF THE AUTHORITY; AND CONTAINING OTHER PROVISIONS RELATING THERETO. WHEREAS, The Owasso Public Works Authority, Tulsa County, Oklahoma (the "Authority"), was organized under Title 60, Oklahoma Statutes 2011, 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 Authority heretofore issued and has partially outstanding its (i) Amended Series 1999B Promissory Note to Oklahoma Water Resources Board dated April 2, 2009, issued in the original principal amount of $380,000.00; (ii) Amended Series 2001 B Promissory Note to Oklahoma Water Resources Board dated April 2, 2009, issued in the original principal amount of $1,255,000.00; (iii) Amended Series 2001C Promissory Note to Oklahoma Water Resources Board dated April 2, 2009, issued in the original principal amount of $680,000.00; (iv) Series 2004 Promissory Note to Oklahoma Water Resources Board dated May 12, 2004, issued in the original principal amount of $2,350,000.00; (v) Utility System and Sales Tax Revenue Note, Series 2006 dated November 27, 2006, issued in the original principal amount of $3,865,000.00; (vi) Series 2010 Promissory Note to Oklahoma Water Resources Board dated June 16, 2010, issued in the original principal amount of $655,000; (vii) Series 2012 Promissory Note to Oklahoma Water Resources Board dated March 28, 2012, issued in the original principal amount of $1,005,000.00; and (viii) Utility System and Sales Tax Revenue Note, Series 2013 dated December 13, 2013, issued in the original principal amount of $2,915,000.00 (collectively, the "Senior Lien Utility Debt"); and WHEREAS, the Senior Lien Utility Debt was issued pursuant to the terms of a General Bond Indenture dated as of December 1, 1997, as heretofore supplemented and amended (collectively referred to herein as the "Senior Lien Indenture"), all by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as successor in interest to Bank One Trust Company, NA (collectively referred to herein as "Bank of New York"); and WHEREAS, the Authority heretofore issued and has partially outstanding its (i) Series 1999A Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated June 30, 1999, issued in the original principal amount of $931,609.92; (ii) Series 2001A Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated June 27, 2001, issued in the original principal amount of $1,029,535.03; (iii) Series 2002A Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated June 30, 1999, issued in the original principal amount of $886,417.88; (iv) Utility System and Sales Tax Revenue Note, Subordinate Series 2007 dated September 10, 2007, issued in the original principal amount of $10,000,000.00; (v) Series 2009B Clean Water SRF Promissory Note (Wastewater Treatment Plant) to Oklahoma Water Resources Board dated December 8, 2009, issued in 2 the original principal amount of $10,795,000.00; (vi) Series 2009C Clean Water SRF Promissory Note (76th Street Interceptor) to Oklahoma Water Resources Board dated December 8, 2009, issued in the original principal amount of $4,510,000.00; and (vii) Series 2011 Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated November 17, 2011, issued in the original principal amount of $3,115,000.00; and (vii) Series 2013 Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated December 13, 2013, issued in the original principal amount of $3,425,000.00 (collectively, the "Subordinate Lien Utility Debt"); and WHEREAS, the Subordinate Lien Utility Debt was issued pursuant to the terms of a General Bond Indenture dated as of September 1, 2007, as supplemented and amended by a Series 2007 Supplemental Note Indenture dated as of September 1, 2007, both by and between the Authority and Bank of New York; various Trust Agreements by and between the Authority and Bank of New York; and a Parity Agreement dated as of September 10, 2007, by and among the Authority, Bank of New York, and the Oklahoma Water Resources Board (the General Bond Indenture, as supplemented and amended, the Trust Agreements, and the Parity Agreement are all collectively referred to herein as the "Subordinate Lien Indenture"); and WHEREAS, the Authority heretofore issued and has partially outstanding its Promissory Note, Series 2006 dated December 14, 2006, issued in the original principal amount of $1,865,000.00 (the "Promissory Note"); and WHEREAS, the Promissory Note was issued pursuant to the terms of a Note Indenture dated as of December 1, 2006, by and between the Authority and Bank of New York (the "Note Indenture", and collectively with the Senior Lien Indenture and the Subordinate Lien Indenture, referred to herein as the "Indentures"); and WHEREAS, the Oklahoma Water Resources Board, by letter dated February 10, 2014, has advised the Authority that Bank of New York intends to close its corporate trust operations located within the State of Oklahoma, and as a result, the Oklahoma Water Resources Board has determined that Bank of New York will no longer be eligible to serve as trustee bank with respect to loans originated by the Oklahoma Water Resources Board; and WHEREAS, the provisions of the respective Indentures provide that the Authority may at its own discretion remove the existing trustee and appoint a successor trustee provided that no event of default exists under the provisions of the respective Indentures; and WHEREAS, the Authority desires to appoint BancFirst, as successor trustee, pursuant to the respective terms of the respective Indentures; and WHEREAS, the Oklahoma Water Resources Board has advised the Authority that BancFirst is eligible to serve as trustee bank with respect to loans originated by the Oklahoma Water Resources Board; and WHEREAS, it is the desire of the Authority to authorize the execution and delivery of any and all documents necessary or attendant to the appointment of said successor trustee. 3 NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA: Section 1. Removal of Trustee and Appointment of Successor Trustee. The Authority hereby approves the removal of The Bank of New York Mellon Trust Company, N.A., as trustee bank under the respective Indentures, and hereby appoints BancFirst, as successor trustee bank, to assume the roles and responsibilities of trustee bank under the respective Indentures in accordance with the terms thereof. BancFirst, as successor trustee bank, is further directed to give any such notices and take any other actions as may be required to facilitate the transition of trustee bank responsibilities in accordance with the respective Indentures. Section 2. Necessary Action. The Chairman or Vice Chairman and Secretary or Assistant Secretary of the Authority are hereby further authorized on behalf of the Authority to accept, receive, execute, attest, seal and deliver any and all such 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 Authority, the execution and delivery of such documents being conclusive as to the approval of any terms contained therein. [Remainder of Page Left Blank Intentionally] ADOPTED AND APPROVED THIS 4T" DAY OF MARCH, 2014. ATTEST: J., Sherry Bisbop, Secretary (SEAL) Rif S, ~~d ti O: SEAL r7J% i s " ,,i O~ JA Hen ~ ' S' THE OWASSO PUBLIC WORKS AUTHORITY ag g nebrake, Chairman March 4, 2014 Notice to The Bank of New York Mellon Trust Company, N.A. (the "Bank of New York") In connection with the following Obligations issued by The Owasso Public Works Authority (the "Authority"): • (i) Amended Series 1999B Promissory Note to Oklahoma Water Resources Board dated April 2, 2009, issued in the original principal amount of $380,000.00; (ii) Amended Series 2001B Promissory Note to Oklahoma Water Resources Board dated April 2, 2009, issued in the original principal amount of $1,255,000.00; (iii) Amended Series 2001C Promissory Note to Oklahoma Water Resources Board dated April 2, 2009, issued in the original principal amount of $680,000.00; (iv) Series 2004 Promissory Note to Oklahoma Water Resources Board dated May 12, 2004, issued in the original principal amount of $2,350,000.00; (v) Utility System and Sales Tax Revenue Note, Series 2006 dated November 27, 2006, issued in the original principal amount of $3,865,000.00; (vi) Series 2010 Promissory Note to Oklahoma Water Resources Board dated June 16, 2010, issued in the original principal amount of $655,000; (vii) Series 2012 Promissory Note to Oklahoma Water Resources Board dated March 28, 2012, issued in the original principal amount of $1,005,000.00; and (viii) Utility System and Sales Tax Revenue Note, Series 2013 dated December 13, 2013, issued in the original principal amount of $2,915,000.00 (collectively, the "Senior Lien Utility Debt"); all issued pursuant to the terms of a General Bond Indenture dated as of December 1, 1997, as heretofore supplemented and amended (collectively referred to herein as the "Senior Lien Indenture"), all by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as successor in interest to Bank One Trust Company, NA (collectively referred to herein as "Bank of New York") • (i) Series 1999A Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated June 30, 1999, issued in the original principal amount of $931,609.92; (ii) Series 2001A Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated June 27, 2001, issued in the original principal amount of $1,029,535.03; (iii) Series 2002A Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated June 30, 1999, issued in the original principal amount of $886,417.88; (iv) Utility System and Sales Tax Revenue Note, Subordinate Series 2007 dated September 10, 2007, issued in the original principal amount of $10,000,000.00; (v) Series 2009B Clean Water SRF Promissory Note (Wastewater Treatment Plant) to Oklahoma Water Resources Board dated December 8. 2009, issued in the original principal amount of $10,795,000.00; (vi) Series 2009C Clean Water SRF Promissory Note (76th Street Interceptor) to Oklahoma Water Resources Board dated December 8, 2009, issued in the original principal amount of $4.510,000.00; and (vii) Series 2011 Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated November 17, 2011, issued in the original principal amount of $3,115,000.00; and (vii) Series 2013 Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated Notice of Removal and Appointment of Successor Trustee Page - 1 December 13, 2013, issued in the original principal amount of $3,425,000.00 (collectively, the "Subordinate Lien Utility Debt"); all issued pursuant to the terms of a General Bond Indenture dated as of September 1, 2007, as supplemented and amended by a Series 2007 Supplemental Note Indenture dated as of September 1, 2007, both by and between the Authority and Bank of New York; various Trust Agreements by and between the Authority and Bank of New York; and a Parity Agreement dated as of September 10, 2007, by and among the Authority, Bank of New York, and the Oklahoma Water Resources Board (the General Bond Indenture, as supplemented and amended, the Trust Agreements, and the Parity Agreement are all collectively referred to herein as the "Subordinate Lien Indenture") • Promissory Note, Series 2006 dated December 14, 2006, issued in the original principal amount of $1,865,000.00 (the "Promissory Note", and collectively with the Senior Lien Utility Debt and the Subordinate Lien Utility Debt, referred to herein as the "Obligations"); issued pursuant to the terms of a Note Indenture dated as of December 1, 2006, by and between the Authority and Bank of New York (the "Note Indenture", and collectively with the Senior Lien Indenture and the Subordinate Lien Indenture, referred to herein as the "Indentures") The Bank of New York Mellon Trust Company, N.A., is hereby removed as trustee bank in connection with the above referenced Obligations, and BancFirst is hereby appointed as successor trustee bank under each of the Indentures, all to be effective as of the date written herein below. Both The Bank of New York Mellon Trust Company, N.A., and BancFirst are hereby directed to take such actions and give such notices necessary to effect the transfer of trusteeship, as may be required by the particular provisions of each of the respective Indentures. WITNESS our hands and seal this 0 day of March, 2014. C W • s a (SEALS 0: co: SE 4 AL 1 ATTEST? 4 0 r 0 • Sherry Bishop, Secretary THE OWASSO PUBLIC WORKS AUTHORITY l Do g Bo rake, Chairman Notice of Removal and Appointment of Successor Trustee Page - 2 The City ia,- t Limits. TO: The Honorable Chair and Trustees Owasso Public Works Authority FROM: Linda Jones, Finance Director SUBJECT: Resolution No. 2014-02 - Trustee Bank Services DATE: February 28, 2014 BACKGROUND: J9 AqP19 f e ~LSA~~s The Oklahoma Water Resources Board (OWRB) operates the State Revolving Fund (SRF) loan program and the Financial Assistance Program (FAP). For the past twenty years, all of the OPWA's major water and wastewater projects except one have been financed by the OWRB. On February 10, 2014, the Oklahoma Water Resources Board (OWRB) notified the City that The Bank of New York Mellon Trust Company, N.A. will no longer have trust offices in the State of Oklahoma as of March 31, 2014. OPWA loan agreements require the trustee institution to have "corporate trust powers domiciled in the State." Other trustee requirements areas follows: • Minimum of $100,000,000 in assets • Capital, surplus and undivided profits of at least $10,000,000 A full-time trust officer » Experience as a trustee on similar municipal revenue bond financings The OWRB communication further requested that we notify them by March 14, 2014, as to our selection of a replacement trustee and to provide them with a new trustee agreement by March 31, 2014. PROPOSED ACTION: After soliciting fee quotes from multiple qualified trustees, the staff recommends appointing BancFirst as the trustee for outstanding OPWA loans currently held with The Bank of New York Mellon Trust Company. RECOMMENDATION: Staff recommends Trustees adoption of Resolution No. 2014-02, approving the removal of The Bank of New York Mellon Trust Company, N.A., as trustee bank, and appointing a successor trustee bank with respect to certain obligations of indebtedness of the authority; and containing other provisions relating thereto. ATTACHMENT: Resolution 2014-02