HomeMy WebLinkAbout2014.06.03_OPWA AgendaA Notice of the meeting and agenda filed in the office of the Cit Clerk and posted at City Hall
at 6:00 pm on Friday, May 30, 2014.
Sherry Bish City Clerk
AGENDA
1. Call to Order
Chairman Jeri Moberly
2. Roll Call
3. Consideration and appropriate action relating to a request for approval of the Consent
Agenda. All matters listed under "Consent" are considered by the Trustees to be routine and
will be enacted by one motion. Any Trustee may, however, remove an item from the
Consent Agenda by request. A motion to adopt the Consent Agenda is non - debatable
A. Approval of the Minutes of the May 20, 2014 Regular Meeting
Attachment #3A
B. Approval of Claims
Attachment #313
4. Consideration and appropriate action relating to items removed from the Consent Agenda
S. Consideration and appropriate action relating to adoption of Resolution No. 2014 -03, a
resolution approving the resignation of RCB Bank, 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
Linda Jones
Attachment #5
Staff recommends adoption of Resolution No. 2014 -03,
6. Report from OPWA Manager
7. Report from OPWA Attorney
8. New Business (New Business is any item of business which could not have been foreseen at
the time of posting of the agenda)
9. Adjournment
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PUBLIC NOTICE OF THE E
EA
O
C'�
WORKS AUTHORITY
TYPE OF MEETING: Regular
"
DATE: June 3, 2014
TIME: 6:30 pm
PLACE: Council Chambers, Old Central Building
109 N. Birch
A Notice of the meeting and agenda filed in the office of the Cit Clerk and posted at City Hall
at 6:00 pm on Friday, May 30, 2014.
Sherry Bish City Clerk
AGENDA
1. Call to Order
Chairman Jeri Moberly
2. Roll Call
3. Consideration and appropriate action relating to a request for approval of the Consent
Agenda. All matters listed under "Consent" are considered by the Trustees to be routine and
will be enacted by one motion. Any Trustee may, however, remove an item from the
Consent Agenda by request. A motion to adopt the Consent Agenda is non - debatable
A. Approval of the Minutes of the May 20, 2014 Regular Meeting
Attachment #3A
B. Approval of Claims
Attachment #313
4. Consideration and appropriate action relating to items removed from the Consent Agenda
S. Consideration and appropriate action relating to adoption of Resolution No. 2014 -03, a
resolution approving the resignation of RCB Bank, 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
Linda Jones
Attachment #5
Staff recommends adoption of Resolution No. 2014 -03,
6. Report from OPWA Manager
7. Report from OPWA Attorney
8. New Business (New Business is any item of business which could not have been foreseen at
the time of posting of the agenda)
9. Adjournment
OWASSO PUBLIC WORKS AUTHORITY
MINUTES OF REGULAR MEETING
Tuesday, May 20, 2014
The Owasso Public Works Authority met in regular session on Tuesday, May 20, 2014 in the
Council Chambers at Old Central per the Notice of Public Meeting and Agenda filed in the
office of the City Clerk and posted on the City Hall bulletin board at 6:00 pm on Friday, May 16,
2014.
1. Call to Order
Chairman Jeri Moberly called the meeting to order at 8:21 pm.
2. Roll Call
Present
Chairman - Jeri Moberly
Vice - Chairman - Lyndell Dunn
Trustee - Doug Bonebrake
Trustee - Bill Bush
A quorum was declared present.
Staff:
Authority Manager - Warren Lehr
Authority Attorney - Julie Lombardi
Absent
Trustee - Chris Kelley
3. Consideration and appropriate action relating to a request for approval of the Consent
Agenda. All matters listed under "Consent" are considered by the Trustees to be routine
and will be enacted by one motion. Any Trustee may, however, remove an item from the
Consent Agenda by request. A motion to adopt the Consent Agenda is non - debatable
A. Approval of the Minutes of the May 6, 2014 Joint Regular Meeting and Minutes of the
May 13, 2014 Joint Regular Meeting
B. Approval of Claims
C. Acknowledge Receipt of Monthly Budget Status Report
Mr. Bonebrake moved, seconded by Ms. Moberly to the Consent Agenda with claims
totaling $843,380.02. Also, included for review was the payroll report for 5/03/14.
YEA: Bonebrake, Bush, Dunn, Moberly
NAY: None
Motion carried: 4 -0
4. Consideration and appropriate action relating to items removed from the Consent Agenda
No action required
Owasso Public Works Authority
May 20, 2014
Page 2
5. Consideration and appropriate action relating to the purchase of a vehicle for use in the
public works department
Tim Doyle presented the bids for the CNG refuse collection vehicle and recommended the
purchase of the second lowest bid as the most advantageous from Frontier International
Trucks of Tulsa, Oklahoma for the Crane /Heil - demo unit bid proposal in the amount of
$304,482.
After discussion, Mr. Bush moved, seconded by Mr. Bonebrake to award the vehicle
purchase, as recommended.
YEA: Bonebrake, Bush, Dunn, Moberly
NAY: None
Motion carried: 4 -0
6. Report from OPWA Manager
No report
7. Report from OPWA Attorney
No report
8. New Business
None
9. Adjournment
Mr. Dunn moved, seconded by Mr. Bonebrake to adjourn the meeting.
YEA: Bonebrake, Bush, Dunn, Moberly
NAY: None
Motion carried 4 -0 and the meeting adjourned at 8:27 pm.
Jeri Moberly, Chairman
Lisa Wilson, Minute Clerk
Claims List
6/3/2014
Budget Unit Title
Vendor Name
Payable Description
Payment Amount
OPWA ADMINISTRATION
JPMORGAN CHASE BANK
LOCKE -PW TOILET REPAIR
12.92
JPMORGAN CHASE BANK
LOCKE -PW TOILET REPAIR
8.97
JPMORGAN CHASE BANK
WALMART- VACUUM FILTERS
14.82
JPMORGAN CHASE BANK
WALMART - SUPPLIES
5910
JPMORGAN CHASE BANK
TULSA BEEF- SUPPLIES
101.70
JPMORGAN CHASE BANK
REASORS- SUPPLIES
83.34
JPMORGAN CHASE BANK
OFFICE DEPOT - SUPPLIES
17.16
AT &T LONG DISTANCE
LONG DISTANCE SERVICE
127.78
AT &T
CONSOLIDATED PHONE BILL
547.96
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
44.16
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
42.16
ZEE MEDICAL, INC
SERVICE FIRST AID KITS
52.50
SAV -ON PRINTING & SIGNS LLC
PRINTING SERVICES
120.00
STANDLEY SYSTEMS, LLC
COPIER MAINTENANCE AGREEM
266.76
CITY OF OWASSO JADMIN
OVERHEAD
15,416.00
TOTAL OPWA ADMINISTRATION 16,915.33
UTILITY BILLING
JPMORGAN CHASE BANK
DELL -UB PC'S
1,800.00
TYRONE EUGENE DINKINS
METER READER
233.10
TRACY HARLIN
METER READER
214.20
KATHLEEN A BALSIGER
METER READER
479.70
TODD C. KIMBALL
METER READER
683.40
TYRONE EUGENE DINKINS
METER READER
547.35
TRACY HARLIN
METER READER
346.50
TECHNICAL PROGRAMMING SERVICES INC
BILLING SERVICES
2,556.70
TECHNICAL PROGRAMMING SERVICES INC
BILLING SERVICES
1,615.34
TOTAL UTILITY BILLING 8,476.29
WATER
JPMORGAN CHASE BANK
LOWES- LIQUID WRENCH
19.96
JPMORGAN CHASE BANK
HD SUPPLY - REGISTERS
69.08
JPMORGAN CHASE BANK
HD SUPPLY- METER/CANS
1,114.00
JPMORGAN CHASE BANK
HD SUPPLY -WATER METERS
720.00
JPMORGAN CHASE BANK
HD SUPPLY - VALVE /COUPLING
1,941.04
USA MOBILITY WIRELESS, INC
PAGER USE
89.20
JPMORGAN CHASE BANK
UNITED RENTALS - RENTAL
717.85
JPMORGAN CHASE BANK
UNITED RENTAL - RENTAL
867.86
JPMORGAN CHASE BANK
LOWES -KEYS
7.88
JPMORGAN CHASE BANK
BROWN FARMSSOD
80.00
JPMORGAN CHASE BANK
TRANSCO -PPE
39.70
JPMORGAN CHASE BANK
UTILITY SUPPLY - SADDLES
409.60
JPMORGAN CHASE BANK
LIGHTING INC- BAILEY LIGHT
57.65
JPMORGAN CHASE BANK
MILL CREEK - SUPPLIES
11.43
JPMORGAN CHASE BANK
MILL CREEK - CREDIT
-12.38
APAC- OKLAHOMA, INC.
ASPHALT
485.51
Page 1
Claims List
6/3/2014
Budget Unit Title
Vendor Name
Payable Description
Payment Amount
WATER...
COULSON ELECTRIC, INC
INSTALL SHIELDS ON LIGHTS
955.00
SOUTH KANSAS & OKLAHOMA RAILROAD
PIPELINE LEASE
130.00
TWIN CITIES READY MIX, INC
CONCRETE
693.00
TWIN CITIES READY MIX, INC
CONCRETE
91.00
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
60.82
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
54.52
TOTAL WATER 8,602.72
WASTEWATER TREATMENT
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
68.42
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
63.64
JPMORGAN CHASE BANK
P &K EQUIPMENT- BLOWER PRT
15.99
JPMORGAN CHASE BANK
FORT BEND- POLYMER
2,790.00
JPMORGAN CHASE BANK
TRANSCO -PPE
39.70
JPMORGAN CHASE BANK
TULCO OILS -HYDR FLUID
119.80
JPMORGAN CHASE BANK
TULCO OILS -HYDR FLUID
59.90
JPMORGAN CHASE BANK
HACH -SHUT OFF VALVE
201.07
JPMORGAN CHASE BANK
HACH -LAB SUPPLIES
347.37
JPMORGAN CHASE BANK
EQUIPMENT ONE - REPAIR
390.65
JPMORGAN CHASE BANK
ROYAL FILTER -AIR FILTERS
77.95
JPMORGAN CHASE BANK
OREILLY- SUPPLIES
47.58
JPMORGAN CHASE BANK
OREILLY -LEAF BLOWER PART
3.99
USA MOBILITY WIRELESS, INC
PAGER USE
21.07
AT &T
CONSOLIDATED PHONE BILL
242.90
JPMORGAN CHASE BANK
ATWOODS-S PRAY NOZZLES
21.96
JPMORGAN CHASE BANK
ATWOODS -BOOTS
144.98
JPMORGAN CHASE BANK
HD SUPPLY -PARTS
5.09
JPMORGAN CHASE BANK
WASTE MGMT- SLUDGE REMOVAL
3,903.06
TREASURER PETTY CASH
LICENSE RENEWAL
51.50
AT &T LONG DISTANCE
LONG DISTANCE SERVICE
38.18
TOTAL WASTEWATER TREATMENT 8,654.80
WASTEWATER COLLECTION;
JPMORGAN CHASE BANK
HD SUPPLY- SUPPLIES
82.65
JPMORGAN CHASE BANK
LOWES -CHAIN FOR PUMPS
47.48
JPMORGAN CHASE BANK
EVANS -PARTS
137.00
JPMORGAN CHASE BANK
LOWES -SMALL TOOLS
245.71
JPMORGAN CHASE BANK
ALL WHEEL -CRANE BLOCK
262.40
USA MOBILITY WIRELESS, INC
PAGER USE
48.85
JPMORGAN CHASE BANK
OREILLY- CLEANING SUPPLIES
22.98
JPMORGAN CHASE BANK
ADVANCE AUTO - TOWELS
18.98
JPMORGAN CHASE BANK
DELTA - SLING /SHACKLES
80.86
JPMORGAN CHASE BANK
TRANSCO -PPE
39.70
JPMORGAN CHASE BANK
BROWN FARMS-SOD
80.00
JPMORGAN CHASE BANK
LOWES- HAMMER DRILL
312.49
JPMORGAN CHASE BANK
IANCHOR PAINT - SUPPLIES
14.88
Page 2
Claims List
6/3/2014
Budget Unit Title
Vendor Name
Payable Description
Payment Amount
WASTEWATER COLLECTION;
JPMORGAN CHASE BANK
LOWES- ANTENNA POLE
10.47
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
40.20
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
35.95
JPMORGAN CHASE BANK
LOWES -ELEC TAPE /TIES
42.13
SOUTH KANSAS & OKLAHOMA RAILROAD
PIPELINE LEASE
103.00
SOUTH KANSAS & OKLAHOMA RAILROAD
PIPELINE LEASE
165.00
SOUTH KANSAS & OKLAHOMA RAILROAD
PIPELINE LEASE
130.00
ZEE MEDICAL, INC IFIRST
AID SUPPLIES
93.90
TOTAL WASTEWATER COLLECTIONS 2,034.63
REFUSE COLLECTIONS
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
45.31
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
45.31
COVANTA LANCASTER, INC
REFUSE TIPPING FEES
5,074.19
JPMORGAN CHASE BANK
BUMPER TO BUMPER -SAW
6.49
JPMORGAN CHASE BANK
LOWES -WATER JUG
24.98
JPMORGAN CHASE BANK
TRANSCO -PPE
39.70
JPMORGAN CHASE BANK
GELLCO- SAFETY SHOES
116.99
USA MOBILITY WIRELESS, INC
PAGER USE
62.59
JPMORGAN CHASE BANK
ALSUMA -TRUCK REPAIRS
5,895.31
AT &T
CONSOLIDATED PHONE BILL
40.48
JPMORGAN CHASE BANK
ALSUMA -TRUCK REPAIRS
1 2,289.32
TOTAL REFUSE COLLECTIONS 13,640.67
RECYCLE CENTER
AT &T LONG DISTANCE
LONG DISTANCE SERVICE
12.34
AT &T
CONSOLIDATED PHONE BILL
40.49
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
10.98
UNIFIRST HOLDINGS LP
UNIFORM RENTAL
10.98
TOTAL RECYCLE CENTER 74.79
OPWA DEBT SERVICE
BANCFIRST
O6 NOTE
36,269.17
BANCFIRST
FAP-01 -0003-L/01C
6,412.82
BANCFIRST
FAP04- 0006 -U04
21,181.35
BANCFIRST
FAP10- 0002 -U10
7,155.79
BANCFIRST
0RF09- 0007- CW /09C
23,361.34
BANCFIRST
FAP 12- 0011- U12 -02B
10,435.54
BANCFIRST
ORF09- 0003- CW /09B
55,960.40
BANCFIRST
13 -06DW
21,059.33
BANCFIRST
874319015/12 RESERVE
5.37
BANCFIRST
8743200131'13 RESERVE
2.32
BANCFIRST
874319023/12 DEBT SERVIC
1.99
BANCFIRST
874318025/10 DEBT SERVIC
131
BANCFIRST
8743180171'10 RESERVE
3.41
BANCFIRST
ORF- 01- 0002 -L /01 B
11,826.86
Page 3
Claims List
6/3/2014
Budget Unit Title
Vendor Name
I Payable Description
PaymentAmount
OPWA DEBT SERVICE... JBANCFIRST
ORF- 990008 -V99B
3,581.90
TOTAL OPWA DEBT SERVICE
197,258.90
FUND GRAND TOTAL
255,658.1
OPWA STF DEBT SERVICE
BANCFIRST
RCB TRUST SERVICES
07 NOTE
SERIES 2008 NOTE
138,604.33
55,307.47
TOTAL OPWA STF DEBT SERVICE
193,911.80
FUND GRAND TOTAL
193,911.8
OPWA ST SUB -DEBT SERV SF SHOPS INVESTORS, L.P.
DEVELOPMENT AGREEMENT
54,019.33
TOTAL OPWA ST SUB - DEBT SERV
54,019.33
FUND GRAND TOTAL
54,019.3
OPWA GRAND TOTAL
$503,589.26
Page 4
Department
OPWA Administration
Utility Billing
Water
Wastewater
Wastewater Collection
Ranch Creek Interceptor
Refuse
Recycle Center
OWASSO PUBLIC WORKS AUTHORITY
PAYROLL PAYMENT REPORT
PAY PERIOD ENDING DATE 0511714
Payroll Expenses Total Expenses
8,096.93
4,720.80
13,575.09
10,174.52
7,594.22
1,537.50
11,770.26
958.40
11, 561.44
7,992.01
21,863.58
17,092.37
12,456.54
1,710.93
17,975.67
1,856.45
FUND TOTAL 58,427.72 92,508.99
The City Witoot Limits.
TO: The Honorable Chair and Trustees
Owasso Public Works Authority
FROM: Linda Jones, Finance Director
SUBJECT: Trustee Bank Services
DATE: May 30, 2014
BACKGROUND:
On May 27, 2014, the city was notified that RCB Bank will no longer offer trustee services as of
June 13, 2014. Currently, RCB is providing trustee services on the 2008 Series Note which has a
final payout in 2018 and a principal balance as of June 1, 2014, of $4.82 million.
Since BancFirst handles trustee services for all other Owasso Public Trust Authority (OPWA) debt,
staff recommends appointing BancFirst as trustee for the 2008 Series Note as well.
Please note the following about BancFirst:
• BoncFirst is the trustee bank for all the Oklahoma Water Resources Board Bond issues.
• BancFirst Corporate Trust staff has six professionals with over 100 years of combined
banking and trustee experience.
• BancFirst has been ranked in the top 25 safest and strongest banks in the nation six years
in a row by Bank Director Magazine.
• Forbes magazine ranks BancFirst # 13 of the best banks in America.
• BancFirst is Oklahoma's largest state chartered bank.
• BancFirst is only located in Oklahoma with branches in 52 cities throughout the state.
RECOMMENDATION:
Staff recommends approval of Resolution 2014 -03 approving the resignation of RCB Bank, 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.
ATTACHMENTS:
Resolution 2014 -03
Instrument of Resignation, Appointment and Acceptance
OWASSO PUBLIC WORKS AUTHORITY
OWASSO, OKLAHOMA
RESOLUTION NO. 2014-03
A RESOLUTION OF THE OWASSO PUBLIC WORKS AUTHORITY (THE "AUTHORITY ")
APPROVING THE RESIGNATION OF RCB BANK, 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 Sales Tax
Revenue Note, Series 2008 dated December 9, 2008, issued in the original principal
amount of $7,680,000.00 (collectively, the "2008 Note "); and
WHEREAS, the 2008 Note was issued pursuant to the terms of a Note Indenture
dated as of December 1, 2004, as supplemented and amended by a Supplemental Note
Indenture dated as of October 1, 2005, and as further supplemented and amended by a
Supplemental Note Indenture dated as of December 1, 2008 (collectively, the "Note
Indenture "), all by and between the Authority and RCB Bank; and
WHEREAS, the RCB Bank, by letter dated May 14, 2014, has advised the Authority
that RCB Bank intends to cease its corporate trust operations and resign as trustee
pursuant to the Note Indenture; and
WHEREAS, the Authority desires to appoint BancFirst, as successor trustee, pursuant
to the respective terms of the Note Indenture; and
WHEREAS, the provisions of the Note Indenture provide that the holder of the 2008
Note shall appoint a successor trustee, and holder of the 2008 Note has evidenced its
consent to the appointment of BancFirst; 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.
NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS
AUTHORITY, TULSA COUNTY, OKLAHOMA:
Section 1. Resignation of Trustee and Appointment of Successor Trustee. The
Authority hereby approves the resignation of RCB Bank, as trustee bank under the Note
Indenture, 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
I
notices and take any other actions as may be required to facilitate the transition of trustee
bank responsibilities in accordance with the Note Indenture.
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]
2
ADOPTED AND APPROVED THIS 3RD DAY OF JUNE, 2014.
THE OWASSO PUBLIC WORKS AUTHORITY
Jeri Moberly, Chairman
ATTEST:
Sherry Bishop, Secretary
(SEAL)
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
This INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE is dated as
of June 3, 2014, by and among The Owasso Public Works Authority (the "Issuer "), RCB
Bank, as prior trustee (the "Prior Trustee "), and BancFirst, a state banking association
organized and doing business under the laws of the State of Oklahoma as successor
trustee (the "Successor Trustee ").
WHEREAS, the Issuer has previously issued its $7,680,000 Sales Tax Revenue Note,
Series 2008 (the "Series 2008 Note ") under the Note Indenture dated as of December 1,
2004, as supplemented and amended by the Supplemental Note Indenture dated as
of October 1, 2005, and as further supplemented and amended by the Supplemental
Note Indenture dated as of December 1, 2008 (collectively, the "Note Indenture ")
between the Issuer and the Prior Trustee;
WHEREAS, the Prior Trustee has been duly appointed as the trustee under the
Note Indenture;
WHEREAS, Section 8.05 of the Note Indenture provides that the Prior Trustee may
resign and Section 8.05 of the Note Indenture provides that the Issuer may appoint a
successor trustee subject to approval by the holder of the 2008 Note, which approval
has been obtained;
WHEREAS, the Prior Trustee has given its notice of resignation as the trustee under
the Note Indenture, a copy of which is attached hereto as Exhibit A, and the Issuer has
duly appointed the Successor Trustee as the trustee under the Note Indenture, a copy
of which is attached hereto as Exhibit D.
WHEREAS, the Successor Trustee represents below that it is qualified, eligible and
willing to accept such appointment as successor trustee for the 2008 Note; and
WHEREAS, the Issuer, the Prior Trustee and the Successor Trustee desire to effect
and evidence the succession of the trustee by executing this Instrument;
NOW, THEREFORE, THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND
ACCEPTANCE, WITNESSETH, that for and in consideration of the premises and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby covenanted, declared and decreed by the Issuer, the Prior
Trustee and the Successor Trustee as follows:
1. The resignation of the Prior Trustee as trustee under the Note Indenture, and its
discharge from the trusts created by the Note Indenture, shall be effective as of 12:00
a.m. Oklahoma City, Oklahoma time on June 16, 2014 (the "Effective Date "), assuming
the due execution and delivery of this Instrument by all the parties hereto.
2. The Issuer, in the exercise of the authority vested in it by the Note Indenture,
hereby confirms that it has appointed the Successor Trustee as successor trustee with all
rights, powers, trusts, duties and obligations under the Note Indenture, with like effect as
if originally named as Trustee under the Note Indenture, such appointment to be
effective as of the date hereof upon the execution and delivery of this Instrument by all
the parties hereto.
3. The Successor Trustee hereby represents that it is qualified and eligible under
the provisions of the Note Indenture to be appointed successor trustee, and hereby
accepts its appointment as successor trustee, effective as of the date hereof upon the
execution and delivery of this Instrument by all parties hereto, and hereby accepts the
rights, powers, trusts, duties and obligations of the trustee under the Note Indenture,
subject to all terms and provisions therein contained, with like effect as if originally
named as Trustee under the Note Indenture.
4. The Prior Trustee hereby grants, gives, bargains, sells, remises, releases,
conveys, confirms, assigns, transfers and sets over to the Successor Trustee as the
successor trustee and its successors and assigns all rights, title and interest of the Prior
Trustee in and to the trust estate and all rights, powers and trusts, under the Note
Indenture; and the Prior Trustee does hereby pay over, assign and deliver to the
Successor Trustee any and all money, if any, and property, if any, held by the Prior
Trustee in such capacity.
5. The Successor Trustee shall not be responsible for any loss or damage resulting
from any action or non- action taken by the Prior Trustee or its agents, prior to or
following the Effective Date. The Prior Trustee shall not be responsible for any loss or
damage resulting from any action or non - action taken by the Successor Trustee or its
agents, prior to or following the Effective Date.
b. The Prior Trustee hereby represents and warrants to the Successor Trustee that:
(a) to its knowledge, there is no action, suit or proceeding pending or threatened
against the Prior Trustee before any court or governmental authority arising out of any
action or omission by the Prior Trustee under the Note Indenture; for purposes of the
foregoing, the Prior Trustee has not regarded an action, suit or proceeding as
"threatened" unless the potential litigants or governmental authority has manifested to
a member of the Prior Trustee's legal department a present intention to initiate such
proceedings;
(b) as of the Effective Date, there are duly authenticated and delivered $4,820,000
principal amount of the 2008 Note outstanding, and interest thereon has been paid
through June 1, 2014;
(c) it has provided to the Successor Trustee copies of the Note Indenture and any
amendments or modifications to the foregoing in its possession;
(d) it has provided to the Successor Trustee a copy of the Prior Trustee's entire
document and correspondence files relating to the 2008 Note including, without
limitation, copies of all formal notices or documents sent or received by the Prior Trustee
-2-
(provided, however, that the Prior Trustee shall not be obligated to provide material
subject to the attorney - client privilege);
(e) it has provided to the Successor Trustee detailed trust account statements for all
accounts currently required under the Note Indenture or otherwise maintained by the
Prior Trustee;
(f) the account balances currently held under the Note Indenture by the Prior
Trustee are set forth on Exhibit C attached hereto and made a part hereof; and
(g) the registration books and all other records concerning the issuance, registration,
transfer, payment and cancellation of any of the 2008 Note have been delivered to the
Successor Trustee, and, to the best of the knowledge of the Prior Trustee, all information
contained therein is accurate.
(h) To the best knowledge of responsible officers of the Prior Trustee's corporate trust
department, no event has occurred and is continuing which is, or after notice or lapse
of time would become, an Event of Default under Article VII of the Note Indenture.
7. Notwithstanding the resignation of the Prior Trustee under the Note Indenture,
the Issuer shall remain obligated to compensate and reimburse the Prior Trustee in
connection with the performance of its duties as trustee under the Note Indenture. As
of the Effective Date, the Prior Trustee has no right to make any claim or set off against
funds on deposit with the Successor Trustee under the Note Indenture.
8. This Instrument may not be changed, amended, terminated, supplemented
or rescinded, in whole or in part, except by written agreement duly executed by the
parties hereto, and no waiver of any of the provisions or conditions of this Instrument or
any of the rights of the parties hereto shall be effective or binding unless such waiver
shall be in writing and signed by the party claimed to have given it or consented
thereto. Except to the extent that a party hereto may have otherwise agreed in writing,
no waiver by that party of any condition of this Instrument or breach by another party
of any of its obligations or representations hereunder shall be deemed to be a waiver of
any other condition or subsequent or prior breach of the same or any other obligations
or representations by the other party, nor shall any forbearance by any party to seek a
remedy for any noncompliance or breach by another party be deemed to be a waiver
of any rights and remedies with respect to such noncompliance or breach.
9. This Instrument may be executed in any number of counterparts, each of
which shall be an original but such counterparts shall together constitute but one and
the same instrument.
10. This Instrument shall be governed by and construed in accordance with the
laws of the State of Oklahoma.
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IN WITNESS WHEREOF, the parties hereto have caused this Instrument of
Resignation, Appointment and Acceptance to be duly executed and their respective
seals to be affixed hereunto and duly attested all and their respective seals to be
affixed hereunto and duly attested all as of the day and year first above written.
[SEAL]
ATTEST:
Z
Sherry Bishop, Secretary
THE OWASSO PUBLIC WORKS AUTHORITY
M
Jeri Moberly, Chairman
RCB ANK, CLAREMORE, OKLAHOMA,
as Prior Trustee
Authorized Signer
BANCFIRST, as Successor Trustee
Z
Authorized Signer
N
EXHIBIT A
NOTICE OF RESIGNATION OF TRUSTEE
[to be attached]
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EXHIBIT B
NOTICE OF APPOINTMENT OF SUCCESSOR TRUSTEE
FOR SERIES 2008 NOTE
[to be attached]
U
EXHIBIT C
DESCRIPTION OF ALL ACCOUNTS AND INVESTMENTS
[to be completed]
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