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HomeMy WebLinkAbout2014 03_OPWA_Trustee Bank Services_2014.06.03nyA- ity Wit out 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: App JUN © 3 �U�y 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: • BancFirst 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 Owosso, 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 1 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. ATTEST: Sherry BishdK Secretary (SEAL) 'w0,p ° ° ° °i Q SEAL 10= :305~.. ,.r'• �: THE OWASSO PUBLIC WORKS AUTHORITY 1 � I -� oberly, Chairman 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 B; 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. 6. 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. -3- 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. X, C IWO O J •:�G [SEAL] SEAI, ; ATTEST: 'r- O ', . ,•• �1`\e THE OWASSO PUBLIC WORKS AUTHORITY By (�! . Nil P1 0 Moberly, • • � RCB ANK, CLAREMORE, OKLAHOMA, as Prior Trustee By Authorized Signer BANCHRST, as Successor Trustee as Authorized Signer -4- EXHIBIT A NOTICE OF RESIGNATION OF TRUSTEE [to be attached] -5- EXHIBIT B NOTICE OF APPOINTMENT OF SUCCESSOR TRUSTEE FOR SERIES 2008 NOTE [to be attached] F-1 CONSENT AND APPROVAL TO APPOINTMENT OF SUCCESSOR TRUSTEE The undersigned, Brent Riley, as Senior Vice President of Bank of America, N.A., as Noteholder 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 ") by and between The Owasso Public Works Authority (the "Authority ") and RCB Bank, as Trustee, authorizing the issuance of The Owasso Public Works Authority Sales Tax Revenue Note, Series 2008 dated December 9, 2008, in the original principal amount of $7,680,000.00, hereby consent as follows: (a) The Noteholder hereby approves and consents to appointment of BancFirst as successor trustee to RCB Bank pursuant to the terms of the Note Indenture. This approval and consent is granted pursuant to Section 8.07 of the referenced Note Indenture. WITNESS MY HAND on behalf of the Noteholder this 3 day of June, 2014, BANK OF AMERICA, N.A., as Noteholder By: e: BrentRdYey Title: Senior Vice President EXHIBIT C DESCRIPTION OF ALL ACCOUNTS AND INVESTMENTS [to be completed] -7-