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HomeMy WebLinkAbout1978.01.24_OPWA Minutes_SpecialBE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY: Section 1. All actions taken at the special meeting of the Authority held on January 24, 1978, at 6:30 P.M. at the City Hall, 207 S. Cedar, Owasso, Oklahoma, are hereby ratified, confirmed, approved and adopted as the actions of the Trustees of the Authority. Adopted the 7th day of February, 1978. Chairman of Trustees ATTEST: (Seal) Secretary f Trustees I, the undersigned, the duly qualified and acting Secretary of Trustees of The Owasso Public Works Authority, hereby certify that the foregoing is a true, correct and complete copy of a Resolution of the Trustees of said Authority duly adopted at a meeting of the Trustees of the Authority held on the date therein stated as the same appears in the minutes of said meeting on file in my office as a part of the official records thereof. (SEAL) / ecretary o Trustees The Owasso Public Works Authority met in special session at the office of the Authority at the City Hall in the City of Owasso, Oklahoma, on the 24th day of .Janu or/ , 1978, at 5:30 o'clock P.M. Present: Chairman Bill Williams Harold Charney, City Attorney Trustee Boyd Spencer Tom Hilborne, Attorney Trustee Don Thompson .John Truell, Woolsey Company, O C Trustee Robbie Fickle Citizens from " raceland Acres Absent: Bob Yock, Vice Chairman Mr. Thompson moved and Mr. Spencer seconded the motion to adjourn the OPWA meeting for the express purpose of a joint meeting with the Owasso Utility Authority. Ayes: Williams, Thompson, Spencer, Fickle Chairman of the Board of Trustees The Trustees of the Owasso Public Works Authority and the Owasso Utilities Authority met in joint session at the office of the Authorities at the City Hall in the City of wasso, Oklahoma, on the 24th day of .January, 1978, at 6:30 o'clock p.m, for the express purpose of merging the two authorities and refunding for the two authorities. Present: Bill Williams, Chairman Boyd Spencer, Trustee Don Thompson, Trustee Robbie Fickle, Trustee Absent: Bob 'rock, Vice Chairman Harold Charney, City Attorney Tom Hilborne, Attorney John Truel, Woolsey Co., O.C. Citizens from Craceland Acres Following the opening of the joint sessions of the two authorities, Mr. Raker, a resident of Craceland Acres, presented a formal request to the Board of Trustees. The request is marked "Exhibit 1 attached hereto, and by reference made a part hereof. Both Mr. Hilborne and Mr. Truel, in their respective capacities as attorney drawing the merger of the trust, and as a representative of the negotiated bonding firms presented their presentation. Mr. Thompson moved that A Resolution Approving Refunding Escrow Agreement Between the Trustees of the Owasso Utilities Authority, The First National Bank and Trust Company of Tulsa, and con- taining other provisions relating thereto be approved. Mr. Spencer seconded the motion,a copy of which is attached hereto, marked "Exhibit A", and by reference made a part hereof. Ayes: Williams, Thompson, Spencer, Fickle . Nays: None Mr. Thompson Moved that A Resolution Authorizing the Issuance of the Owasso Public Works Authority Refunding Revenue Winds, Series 1977; Waiving Competitive Bidding on S, id Bonds and Authorizing Sale of the Bonds; Approving a Bond Purchase Agreement, Bond Indenture and Refunding Escrow Agreement; and ContaiTling Other Provisions Relating thereto, be approved. Mrs,. Fickle seconded the motion, a copy of said Resolution is marked "Exhibit R;", attached hereto, and by refernce made a part hereof, as is the Bond Purchase Agreement, Marked "Exhibit B-A". Ayes: Williams, Spencer, Thompson, Fickle. Nays: None Mr. Thompson moved that a Resolution, marked Exhibit C, attached hereto, and by reference made a part hereof, setting uniform schedules of rates and charges and rules and regulations governing the operation of the water and sanitary sewer systems owned by the City of Owasso, Oklahoma, and leased to the Trustees of the Authority be established. Mr. Spencer seconded the motion. Ayes: Williams, Thompson, Spencer, Fickle Noyes: None Mr. Thompson moved that A Resolution Relating to the Employment of Bond Counsel in Connection With the Issuance and Sale of the Owasso Public Works Authority Refunding Revenue Bonds, Series 1977, be approved, a copy of which is marked Exhi! it D, attached hereto, and by reference made a part hereof. Mr. Spencer seconded the motion. Ayes: Williams, Spencer, Thompson, Ficle. Nays: None. 'eing no further business, Mrs. Fickle moved that the meeting adjourn. Mr. Spencer seconded the motion. Ayes: Williams, Spencer, Thompson, Fickle. Nays: None Chairman of Me ard ot Irustees 1-24-78 Proposals for Owasso Water Authority Since our water lines were bought from an individual by force from the then City Council, by not allowing this individual to add new taps, but the number Of taps to our lines have more than doubled since the authority assumed ownership. Since we have had to pay double water rates for the past 12 years or so, on bonds for a water line and sewer line installation serving the area north and west of the city, of which we cannot ever benefit from. Since our water pressure has been so low that we could not wash dishes or shower in the evening time during summer months. Since the only thing that has been done for us by the authority is (A) Raise our rates, (B) Read our meters occasionally?, (C) Accept our payments for poor water service, & (D) Have the water turned off several times without notifying us prior to doing so. Since we have no control over the authority, because we cannot vote for any council person, we cannot be annexed to the city because of our inadequate water system, we therefore propose the following recommendations to be implemented as soon as possible. Item #1. Uprate our feeder lines to 6" min., install fire plugs at regular intervals. This would reduce cost of home owners insurance. Item #2. Let each area of water customers outside the city limits appoint or elect from their area one individual to serve on the authority with voting Privileges on items pertaining to water services. These areas consisting of Graceland Acres, Koma Areas, North and West of the German Church, and the area North of Ator Addition, that is not in the city limits. Let each area have their own election or appointment, with no cost to the city or authority. Item #3. The rates for water to Graceland Acres be revised from double the city rate to 1 ;� the rate charged the city customers until items #1 and #2'have been accomplished. At that time a new study be made to see if any rate adjustments are necessary for users outside the city limits. Rates to be adjusted after the study - If a new base rate is found necessary it is to be set. Any rate increase after this is to be passed on the same for all users in or out of the city limits (No More Doubling) . In summation, we believe that it is direct and deliberate that we have for the past 12 or so years, had to pay on a 49ond indebtness that we could never have benefited from. Any other type of bond indebtness such as street, fire, police, or water mains into the city from Tulsa, we could & would benefit in some way. But for us to have to pay for a specific sewage line for sole benefit of a selected few, that we could in no way benefit from, is grossly unjust to the residents of Graceland Acres. THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY MET IN SPECIAL SESSION AT THE OFFICE OF THE AUTHORITY AT THE CITY HALL IN THE CITY OF OWASSO, OKLAHOMA, ON THE 24th DAY OF JANUARY, 1978, AT 6:30 O'CLOCK P.M. c,/c'l e PRESENT:. ABSENT: YO c- (OTHER PROCEEDINGS) THEREUPON,'f. % /?I��� introduced and moved passage of a Resolution which was read in full by the Secretary of Trustees. ale _seconded the motion. The Resolution was approved y the following vote: AYE: NAY: The Resolution was thereupon signed by the Chairman of Trustees of the Authority, and attested and sealed with the seal of the Authority by the Secretary of Trustees and is as follows: A RESOLUTION AUTHORIZING THE ISSUANCE OF THE OWASSO PUBLIC WORKS AUTHORITY REFUNDING REVENUE BONDS, SERIES 1977; WAIVING COMPETITIVE BIDDING ON SAID BONDS AND AUTHORIZING SALE OF THE BONDS; APPROVING A BOND PURCHASE AGREEMENT, BOND INDENTURE AND REFUNDING ESCROW AGREEMENT; AND CONTAINING OTHER PROVISIONS RELATING THERETO. \ WHEREAS, The Owasso Public Works Authority (the "Authority") intends to issue $500,000 principal amount of its refunding revenue bonds denominated "The Owasso Public Works Authority Refunding Revenue Bonds, Series 1977" (the "Bonds"), pursuant to and under the terms of the Bond Indenture hereinafter described in order to provide funds for the refunding of all of the outstanding revenue bonds of the Authority denominated "The Owasso Public Works Authority Water and Sewer System Revenue Bonds, Series 1973", dated November 1, 1973, in the original principal amount of $310,000.00 (the "Series 1973 Bonds"), issued under a Bond Indenture denominated "The Owasso Public Works Authority Water and Sewer System Revenue Bond Indenture (the "1973 Indenture"), dated November 1, 1973, recorded in the office of the County Clerk of Tulsa County, Oklahoma, in Book 4099 at Pages 1202 and following, and for refunding all of the outstanding revenue bonds of the Owasso Utilities Authority denominated "Owasso Utilities Authority First Mortgage Revenue Bonds, Series A", dated February 1, 1967, in the original principal amount of $220,000.00; and WHEREAS, there has been presented to this meeting a form of Bond Indenture denominated "The Owasso Public Works Authority Series 1977 Refunding Revenue Bond Inden- ture" (the "Bond Indenture"), between the Trustees of the Authority and The First National Bank and Trust Company of Tulsa, Oklahoma (the "Bank") providing for the issuance of the Bonds; and WHEREAS, there has been presented to this meeting a form of Refunding Escrow Agreement denominated "The Owasso Public Works Authority Refunding Escrow Agreement" (the "Escrow Agreement"), between the Trustees of the Authority and the Bank, providing for the payment of the Series 1973 Bonds; and WHEREAS, there has been presented to this meeting a Bond Purchase Agreement (the "Bond Purchase Agreement"), between the Trustees of the Authority and Woolsey & Company, Incorporated, Oklahoma City, Oklahoma, pursuant to which Woolsey & Company, Incorporated, has offered to purchase the Bonds under the terms and conditions set forth in the Bond Purchase Agreement. BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY: Section 1. The forms of Bond Purchase Agreement, Escrow Agreement and Bond Indenture presented to this meeting be, and the same hereby are, approved, and the Chairman of Trustees and the Secretary of Trustees of the Authority be, and they hereby are, authorized, directed and empowered to execute and deliver in the name and on behalf of the Authority the Bond Purchase Agreement, Escrow Agreement and Bond Indenture in said forms and containing sub- stantially the terms and provisions therein contained, with such additions or modifications as shall be approved by the officers executing the Bond Purchase Agreement, Escrow Agreement and Bond Indenture, the execution thereof by such officers being conclusive evidence of such approval, and to execute and deliver in the name and on behalf of the Authority all documents, closing papers, certificates and such other documents as are necessary to accomplish the issuance and sale of the Bonds. IM Section 2. The signatures of the officers of the Authority appearing on the Bond Purchase Agreement, Escrow Agreement and Bond Indenture and other agreements, documents, closing papers and certificates executed and delivered pursuant to this Resolu- tion shall be conclusive evidence of their approval of the changes, if any, in the form thereof and of their authority to execute and deliver such agreements and documents on behalf of the Authority. Section 3. The Chairman of Trustees is hereby authorized to review and approve for and on behalf of the Authority an official statement, in preliminary or final form, covering the offer and sale of the Bonds and such officer is further authorized to approve on behalf of the Authority the use of the official state- ment by Woolsey & Company, Incorporated, Oklahoma City, Oklahoma, in the form approved in connection with the offer and sale of the Bonds. Section 4. The Chairman of Trustees and the Secretary of Trustees of the Authority be, and they hereby are, authorized and empowered for and on behalf of the Authority, to execute and deliver such further agreements and documents and to take such action as such officer or officers may be deem necessary or desirable in order to carry out and perform the Bond Purchase Agreement, Escrow Agree- ment and Bond Indenture, as the same may be amended, and to effect the purposes thereof and to consummate the transactions contemplated by the Bond Purchase Agreement, Escrow Agreement and Bond Indenture and by the issuance and sale of the Bonds. Section 5. It is hereby determined to be necessary and in the best interest of the trust estate that the aforesaid offer of Woolsey & Company Incorporated, Oklahoma City, Oklahoma, be accepted and that the Bonds be issued and sold to it at a price of $485,000.00 plus accrued interest to date of delivery of the Bonds, and competitive bidding is hereby specifically waived with respect to the sale of the Bonds and the sale of the Bonds for a price of $485,000.00 as aforesaid, which purchase price constitutes a discount equal to three percent (3%) of the principal amount of the Bonds, is hereby specifically approved. Section 6. Simultaneously with the execution and delivery of the Escrow Agreement the Bank is hereby authorized and directed to execute and deliver any and all instrumentaion and documentation required to evidence the release of the 1973 Indenture, and, at the same time, to liquidate all funds and accounts of the Authority created pursuant to Article III of the 1973 Indenture (except that funds held by the Bank in trust for the payment of principal or interest on Series 1973 Bonds which have matured or which have been -3- called for redemption prior to the date of execution and delivery of the Escrow Agreement shall continue to be so held in trust by the Bank), and the proceeds of such funds and accounts shall be forth- with disbursed by the Bank to the Trustees of the Authority to be used by the Trustees of the Authority for any proper purpose. Section 7. The Trustees of the Authority hereby adopt as the fiscal year of the Authority the twelve (12) month period ending annually on June 30th, the same to constitute the fiscal year of the Authority for succeeding years until changed by resolution of the Trustees. Section 8. The Trustees of the Authority hereby adopt, ratify and confirm the form of seal presented to this meeting, an impression of which is affixed hereto, as the official seal of the Authority. Section 9. The Trustees of the Authority hereby appoint Woolsey & Company, Incorporated, an Oklahoma corporation, as the agent of the Authority, to act on behalf of the Authority in submitting a subscription and otherwise dealing with the U. S. Treasury Depart- ment in connection with the purchase of the United States Government Obligations described in Exhibit "A" attached to the Escrow Agreement and Woolsey & Company, Incorporated, is hereby authorized and directed to execute such forms, documents and instruments as shall be necessary in connection with the purchase of such obligations. Adopted the 24th day of January, 1978. Chairman of Trustees ATTEST: (Seal) Secretary of Trustees I, the undersigned, the duly qualified and acting Secretary of Trustees of The Owasso Public Works Authority, hereby certify that the foregoing is a true, correct and complete copy of a Resolution of the Trustees of said Authority duly adopted at a meeting of the Trustees of the Authority held on the date therein stated as the same appears in the minutes of said meeting on file in my office as a part of the official records thereof. (SEAL) -4- Secretary of Trustees BOND PURCHASE AGREEMENT THE OWASSO PUBLIC WORKS AUTHORITY REFUNDING REVENUE BONDS, SERIES 1977 THIS BOND PURCHASE AGREEMENT (hereinafter called "Agreement") is submitted by and made on the 24th day of January, 1978, by Woolsey & Company, Incorporated, Oklahoma City, Oklahoma (hereinafter called the "Underwriter"), to The Owasso Public Works Authority, Owasso, Oklahoma (hereinafter called the "Authority"). W I T N E S S E T H: 1. The Authority agrees to deliver to the Underwriter and the Under- writer agrees to purchase the $500,000 The Owasso Public Works Refunding Revenue Bonds, Series 1977 (hereinafter called the "Bonds"), to be dated November 1, 1977, maturing in such amounts and manner and bearing such coupon interest rates as set forth in the attached Exhibit "A". A. The purchase price to be paid to the Authority for the Bonds shall be $485,000 (97% of their principal amount) and accrued interest on said Bonds at the coupon rates of interest set forth in Exhibit "A" from November 1, 1977 to the date of Closing. The difference between the face amount of the Bonds ($500,000) and the purchase price ($485,000), or $15,000 (3.00% of the face amount of the Bonds), shall constitute the Underwriting or Selling Discount. B. The average coupon rate of interest on the Bonds, as computed on the basis of the maturities and the coupon rates of interest enumerated in Exhibit "A" attached hereto is 5.460507%. C. The net effective interest rate on the Bonds as computed on the basis of the maturities, the coupon rates of interest, and the Underwriting Discount enumerated in Exhibit "A" attached hereto is 5.708237%. D. Payment for the Bonds shall be made by the Underwriter by Certified or Official bank check payable to the Trustees of the Authority at the Trustee Bank not later than the 28th day of February, 1978, or such later date as agreed upon in writing. Such transaction is herein called the "Closing". E. Bond Counsel shall be Jones, Givens, Brett, Gotcher, Doyle & Bogan of Tulsa, Oklahoma. -1- F. The Trustee Bank shall be The First National Bank and Trust Company, Tulsa, Oklahoma. 2. At the time of Closing, the Authority shall certify to the Under- writer that the information contained in the Official Statement pertaining to the Authority and the Bonds is current and accurate in all material respects. The Authority specifically authorizes the use of said Official Statement in connection with the sale of the Bonds by the Underwriter and warrants that= all statements and information contained in said Official Statement will be true and correct in all material respects and that said Official Statement will not omit any statement of information that will be necessary to -make the statements and information contained therein not misleading. The Authority agrees to indemnify the Underwriter against liabilities resulting from mis- representations or other statements or omissions made (or omitted) in bad faith. 3. The obligation of the Authority and the Underwriter to honor this Agreement shall be subject to the performance by the parties of their obli- gations, as herein stated, and the following conditions: A. At the time of Closing, no litigation, except any which is exempted in writing by the Authority and the Underwriter, shall be threatened or pending in any court restraining or enjoining the issuance or delivery of any of the Bonds; the collection of the revenues pledged to pay the principal thereof and the interest thereon; or, in any way contesting or affecting the validity of the Bonds or any other contracts or agreements pertaining to the Bonds, including this Agree- ment. B. At the time of Closing, the Authority shall have delivered to Bond Counsel all such documents, certificates, proofs or instruments as may be required in order that such counsel may form opinions with respect to the legality of the organization and powers of the Authority; the validity and legal effect of all security instruments and any other documents in any way affecting the Bonds, their issuance and security; the validity and legal -effect of -the Bonds,, and such other matters as Bond Counsel shall deem pertinent. 4. The Underwriter shall have the right to cancel this Agreement by notifying the Authority of such election if, at any at or prior to the Closing, one or more of the following occurs: ® A. There shall have occurred any change or any development involving a prospective change in or affecting particularly the finances, properties or operation of the Authority or the City of Owasso, -Oklahoma, which, in the judgment of the Underwriter, materially impairs the investment quality of the Bonds. -2- B. The market price of the Bonds, or the market price of general credit or revenue obligations issued by states or Political subdivisions thereof, or the market price of revenue obligations of the character of the Bonds shall (in the reasonable opinion of the Underwriter) have been materially and adversely affected by reason of (i) legislation enacted by the Congress, or recom- mended to the Congress for passage by the President of the United States or favorably reported for pas- sage to either House of the Congress by any Committee of such House to which such legislation has been referred for consideration, or (ii) a decision rendered by a court established under Article III of the Constitution of the United - States, or the United States Tax Court, or (iii) an order, ruling or regulation made by the Treasury Department of the United States or the Internal Revenue Service in each case with the purpose or effect, directly or indirectly, of imposing Federal income taxation upon such interest as would be received by the holders of the Bonds or upon such income as would be received by the Authority; C. Trading in securities generally on the New York Stock Exchange shall have been suspended, minimum prices shall have been established on such Exchange or a banking mora- torium shall have been declared either by Federal or New York State or Oklahoma authorities; D. An order, decree or injunction of any court of competent jurisdiction, or any order, ruling, regulation or adminis- trative proceeding by any governmental body or board, shall - have been issued or commenced or if any legislation shall have been enacted by the Congress, with the purpose or effect of prohibiting the•issuing-,- offeririg-or sale -of the Bonds as contemplated; E. The United States shall be or become engaged in any major outbreak of armed hostilities which result in the declaration of national emergency; ® F. Any event shall have occurred, or shall in fact exist, that, in the opinion of the Underwriter, makes untrue or incorrect, in any material respect, any material statement of information contained in the Official Statement. -3- If the Authority shall be unable to satisfy the conditions to the obli- gations of the Underwriter contained in this Bond Purchase Agreement or if the obligations of the Underwriter shall be terminated for any reason per- mitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the Authority shall have any further obligations hereunder. . S. At, or prior to Closing, the Underwriter shall receive the following documents: © A. The unqualified opinion of Bond Counsel dated as of the date of Closing, in customary market form, stating that the Bonds are valid and legally issued and that all contracts and agreements relating to the Bonds and their security are legal and binding, and stating that the interest to be paid on the Bonds will be exempt from all present Federal income taxes under present laws, regulations and decisions. �01 B. A non -litigation certificate of the Authority dated as of the date of Closing, .in the customary form, stating that there is no litigation existing, pending, or, to the know- ledge of its officers, threatened, which affects, or ques- tions the organization or existence of the Authority, the legality of any contracts and agreements, or legality of the Bonds. C. Copies of all contracts, agreements, or pertinent documents relating to the Bonds and their issuance. 6. The Authority shall be under no obligation to pay any expenses incidental to the performance of the obligations of the Authority or the Trustee Bank under this Agreement except: (a) Trustee Bank fees and charges. 7. This.Bond Purchase Agreement has been and is made solely for the benefit of the Underwriter and its respective successors and assigns, and the Authority and its successors and no other person, partnership, association or: corporation shall acquire or have; any right under or by virtue of this Bond Purchase Agreement.__ The terms "_successors"_and "assigns" shall not include any purchaser of Bonds from the Underwriter merely because of such purchase. 8. If the Authority and the Underwriter shall be unable, after endeavoring in good faith, to comply with the provisions of this Agreement, said Agreement shall terminate and neither the Underwriter nor the Authority shall be under further obligation. -4- Dated January 24, 1978. This offer made by the Underwriter is subject to immediate acceptance or rejection by The Authority. EO WOOLSEY & CnOMPANY, INCORPORATED Jol G. Truel M ager of Investment Banking ACCEPTED THIS DAY OF _ _ , 1978. (SEAL) ATTEST: Secretary r 1 L�J THE OWASSO PUBLIC WORKS AUTHORITY Chairman _- 062 EXHIBIT "A" BOND PURCHASE AGREEMENT OWASSO PUBLIC WORKS AUTHORITY WATER AND SANITARY SEWER SYSTEM REFUNDING REVENUE BONDS, SERIES 1977 Maturity Date Principal Amount Coupon Rate May 1, 1978 $20,000 3.70% ` May 1, 1979 15,000 4.00% May 1, 1980 15,000 4.20% May 1, 1981 15,000 4.30% May 1, 1982 15,000 4.40% May 1, 1983 15,000 4.50% May 1, 1984 20,000 4.60% May 1, 1985 25,000 4.70% May 1, 1986 25,000 4.80% May 1, 1987 25,000 4.90% May 1, 1988 25,000 5.00% May 1, 1989 25,000 5.10% May 1, 1990 30,000 5.20% May 1, 1991 30,000 5.30% May 1, 1992 35,000 5.40% May 1, 1993 15,000 5.50% May 1, 1994 15,000 5.60% May 1, 1995 20,000 5.70% May 1, 1996 20,000 5.80% May 1, 1997 20,000 5.90% May 1, 1998 25,000 5.95% May 1, 1999 50,000 6.00% �J THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY MET IN SPECIAL SESSION AT THE OFFICE OF THE AUTHORITY AT THE CITY HALL IN THE CITY OF OWASSO, OKLAHOMA, ON THE 24TH DAY OF JANUARY, 1978, AT 6:30 O'CLOCK P.M. PRESENT: ��'llil9n'' S -rh0,07,051'h; :ve->7 f ABSENT: (OTHER PROCEEDINGS) THEREUPON %Ztij �� introduced and moved passage of a Re olution which was read in full by the Secretary of Trustees. _t4.� z_z' seconded the motion. The Resolution was approved by the following vote: AYE: �/r /! JCS d /.t NAY: 4 G' /y/' The Resolution was thereupon signed by the Chairman of the Trustees of the Authority, and attested and sealed with the seal of the Authority by the Secretary of Trustees and is as follows: RESOLUTION WHEREAS, the Trustees of the Authority have determined that it is necessary that uniform schedules of rates and charges and rules and regulations governing the operation of the water and sanitary sewer systems owned by the City of Owasso, Oklahoma, and leased to the Trustees of the Authority be established. BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY: Section 1 Water Rates. A. There hereby are established the following uniform rates for the volume of water delivered during each calendar month at each connection to the water system of the Authority serving one household or business located within the corporate limits of the City of Owasso, Oklahoma, as shown by the water meter at such connection; provided that, regardless of the amount of water metered, the monthly charge for each such connection shall not be less than the "minimum charge" set forth: WATER RATES (MONTHLY) First 1,000 gallons $2.89 (minimum charge) Next 19,000 gallons 1.39 per 1,000 gallons Next 10,000 gallons 1.27 per 1,000 gallons Next 70,000 gallons 1.09 per 1,000 gallons All over 100,000 gallons .91 per 1,000 gallons B. There hereby are established the following uniform rates for the volume of water delivered during each calendar month at each connection to the water system of the Authority serving more than one household or business, including but not limited to apartment houses, located within the corporate limits of the City of Owasso, Oklahoma, as shown by the water meter at such connection; provided that, regardless of the amount of water metered, the monthly charge for each such connection shall not be less than the "minimum charge" set forth: WATER RATES (MONTHLY First 1,000 gallons $2.89 (minimum charge) Next 19,000 gallons 1.39 per 1,000 gallons Next 10,000 gallons 1.27 per 1,000 gallons All over 30,000 gallons 1.39 per 1,000 gallons C. There hereby are established the following uniform rates for the volume of water delivered during each calendar month at each connection to the water system of the Authority ( serving one household or business located outside the corporate limits of the City of Owasso, Oklahoma, as shown by the water meter at such connection; provided that, regardless of the amount -2- of water metered, the monthly charge for each such connection shall not be less than the "minimum charge" set forth: WATER RATES (MONTHLY) First 1,000 gallons $5.59 (minimum charge) Next 19,000 gallons 2.59 per 1,000 gallons Next 10,000 gallons 2.35 per 1,000 gallons Next 70,000 gallons 1.99 per 1,000 gallons All over 100,000 gallons 1.63 per 1,000 gallons D. There hereby are established the following uniform rates for the volume of water delivered during each calendar month at each connection to the water system of the Authority serving more than one household or business, including but not limited to apartment houses, located outside the corporate limits of the City of Owasso, Oklahoma, as shown by the water meter at such connection; provided that, regardless of the amount of water metered, the monthly charge for each such connection shall not be less than the "minimum charge" set forth: First 1,000 gallons $5.59 (minimum charge) Next 19,000 gallons 2.59 per 1,000 gallons Next 10,000 gallons 2.35 per 1,000 gallons All over 30,000 gallons 2.59 per 1,000 gallons Section 2. Sewer Rates. There hereby is established a uniform monthly sewer charge of $1.25 for each sewer connection located within the corporate limits of the City of Owasso, Oklahoma, and a uniform monthly sewer charge of $1.50 for each sewer connection located outside the corporate limits of the City of Owasso, Oklahoma, for the use of the sanitary sewer system of the Authority each calendar month, provided that where more than one household or business is served through one sewer connection, each household or busi- ness actually served by such connection shall pay the foregoing monthly sewer charge. Section 3. Connection Fees, Meter Deposits and Tapping Charges There hereby is established a water tapping fee of $250.00 to defray the cost of making each connection to the water system of the Authority, which said sum shall be paid to the Authority prior to the making of each new connection to its water system. -3- There hereby is established a meter deposit of $20.00 which said sum shall be deposited with the Authority by each customer of the water system of the Authority prior to the making of each new connection thereto and shall be retained by the Authority and shall bear no interest. Said meter deposit, less any sum due the Authority from the customer shall be returned to the customer when such customer ceases to be a customer of the water system of the Authority. There hereby is established a sewer tapping charge of $250.00 per tap, to defray the cost of inspection of each new connection to the sewer system of the Authority, which said sum shall be paid to the Authority prior to the making of any new connection to its sanitary sewer system. Section 4. Rules and Regulations. A. Metering. The water system of the Authority will be fully metered. B. Billing. No free service will be permitted. The Authority will render statements to customers of its water and sanitary sewer systems monthly. The amount shown thereon shall be due and payable by the customer to the Authority upon receipt of the statement. C. Disconnection and Reconnection. The Authority will cause any connection to its water and sanitary sewer systems or either of them to be disconnected in the event that all sums due the Authority for water and sanitary sewer service or either of them furnished at said connection are not paid by the 20th day following billing; provided, that the Authority may disconnect any connection at any time after billing date if it feels itself insecure. In the event of disconnection for any reason, reconnection will be made only after payment of the sum of $5.00 to the Authority for each reconnection made, plus the additional sum of $7.50 if such reconnection includes meter installation. D. Customers will be billed for any and all damages to meters or fittings not occasioned by the Authority's employees. E. In the event any customer causes or suffers to be caused any tampering or interference with the meters, pipes and fittings of the Authority's water or sanitary sewer systems, the Authority may immediately disconnect such customer's connection or connections to any or all of said systems and the Authority may require reasonable security prior to reconnection thereof. F. The Authority shall not be liable to failure to deliver water or to deliver water pressure or in any specific volume. any customer for at any specific QM Adopted this 24th day of January , 1978. Chairman of Trustees ATTEST: (SEAL) Secretary of Trustees I, the undersigned, the duly qualified and acting Secretary of Trustees of The Owasso Public Works Authority, hereby certify that the foregoing is a true, correct and complete copy of a Resolution of the Trustees of said Authority duly adopted at a meeting of the Trustees of the Authority held on the date therein stated as the same appears in the minutes of said meeting on file in my office as a part of the official records thereof. (SEAL) Secretary of Trustees -5- it d C�) 1 THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY MET IN SPECIAL SESSION AT THE OFFICE OF THE AUTHORITY AT THE CITY HALL IN THE CITY OF OWASSO, OKLAHOMA, ON THE 24th DAY OF JANUARY, 1978, AT 6:30 O'CLOCK P.M. PRESENT: ABSENT: Y'e Ci (OTHER PROCEEDINGS) THEREUPON/'jr; ��.� introduced and moved passage of a Resolution which was read in full by the Secretary of Trustees. r ,;��� e-.;.— seconded the motion. The Resolution was approved by the following vote: AYE: &Jt�li�/fs�2 /4v�,psv/✓, a NAY: IJId- The resolution was thereupon signed by the Chairman of Trustees of the Authority, and attested and sealed with the seal of the Authority by the Secretary of Trustees and is as follows: A RESOLUTION RELATING TO THE EMPLOYMENT OF BOND COUNSEL IN CONNECTION WITH THE ISSUANCE AND SALE OF THE OWASSO PUBLIC WORKS AUTHORITY REFUNDING REVENUE BONDS, SERIES 1977. WHEREAS, the Trustees of The Owasso Public Works Authority (the "Authority") intend to issue $500,000.00 principal amount of refunding revenue bonds denominated "The Owasso Public Works Authority Refunding Revenue Bonds, Series 1977" (the "Bonds"), in order to provide funds for the refunding of (i) all of the outstanding revenue bonds of the Authority denominated "The Owasso Public Works Authority Water and Sewer System Revenue Bonds, Series 1973", dated November 1, 1973, in the original principal amount of $310,000, and (ii) all of the outstanding revenue bonds of the Owasso Utilities Authority denominated "Owasso Utilities Authority First Mortgage Revenue Bonds, Series A", dated February 1, 1967, in the original principal amount of $220,000. BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY: Section 1. The Trustees hereby employ the law firm of Jones, Givens, Brett, Gotcher, Doyle & Bogan, Inc., Attorneys at Law, Tulsa, Oklahoma, as Bond Counsel of the Authority to prepare all legal documents, instruments and contracts re- quisite to the issuance and sale of the Bonds and all matters relating to the foregoing. The compensation of said attorneys for all of the foregoing services hereby is fixed at an amount equal to two percentum (20) of the aggregate principal amount of the issue of Bonds, in which compensation the General Counsel of the Authority may participate by agreement with said attorneys, and such compensation shall be paid at the time of issuance and delivery of the Bonds. Said attorneys shall be r biaT__, n- f L 1 fnr- -a l 1 - r-a scLna�'- expc33�eS—ei-- f trat-�'=�19 +mil o= t,n„o and ex e n� g P • 7'� ` \ Section 2. This employment contract shall supersede all prior contracts, if any, heretofore entered into by the Trustees employing bond counsel or financial legal counsel to represent the Authority. ADOPTED this 24th day of January, 1978. Chairman of Trustees ATTEST: (SEAL) Secretary of Trustees I, the undersigned, the duly qualified and acting Secretary of Trustees of The Owasso Public Works Authority, hereby certify that the foregoing is a true, correct and complete copy of a Resolution of the Trustees of said Authority duly adopted at a meeting of the Trustees of the Authority held on the date therein stated as the same appears in the minutes of said meeting on file in my office as a part of the official records thereof. (SEAL) Secretary of Trustees MPM BOND PURCHASE AGREEMENT THE OWASSO PUBLIC WORKS AUTHORITY REFUNDING REVENUE BONDS, SERIES 1977 THIS BOND PURCHASE AGREEMENT (hereinafter called "Agreement") is submitted by and made on the 24th day of January, 1978, by Woolsey & Company, Incorporated, Oklahoma City, Oklahoma (hereinafter called the "Underwriter"), to The Owasso Public Works Authority, Owasso, Oklahoma (hereinafter called the "Authority"). W I T N E S S E T H: 1. The Authority agrees to deliver to the Underwriter and the Under- writer agrees to purchase the $500,000 The Owasso Public Works Refunding Revenue Bonds, Series 1977 (hereinafter called the "Bonds"), to be dated November 1, 1977, maturing in such amounts and manner and bearing such coupon interest rates as set forth in the attached Exhibit "A". A. The purchase price to be paid to the Authority for the Bonds shall be $485,000 (97% of their principal amount) and accrued interest on said Bonds at the coupon rates of interest set forth in Exhibit "A" from November 1, 1977 to the date of Closing. The difference between the face amount of the Bonds ($500,000) and the purchase price ($485,000), or $15,000 (3.00% of the face amount of the Bonds), shall constitute the Underwriting or Selling Discount. B. The average coupon rate of interest on the Bonds, as computed on the basis of the maturities and the coupon rates of interest enumerated in Exhibit "A" attached hereto is 5.460507%. C. The net effective interest rate on the Bonds as computed on the basis of the maturities, the coupon rates of interest, and the Underwriting Discount enumerated in Exhibit "A" attached hereto is 5.708237%. D. Payment for the Bonds shall be made by the Underwriter by Certified or Official bank check payable to the Trustees of the Authority at the Trustee Bank not later than the 28th day of February, 1978, or such later date as agreed upon in writing. Such transaction is herein called the "Closing". E. Bond Counsel shall be Jones, Givens, Brett, Gotcher, Doyle & Bogan of Tulsa, Oklahoma. -1- F. The Trustee Bank shall be The First National Bank and Trust Company, Tulsa, Oklahoma. 2. At the time of Closing, the Authority shall certify to the Under- writer that the information contained in the Official Statement pertaining to the Authority and the Bonds is current and accurate in all material respects. The Authority specifically authorizes the use of said Official Statement in connection with the sale of the Bonds by the Underwriter and warrants that= all statements and information contained in said Official Statement will be true and correct in all material respects and that said Official Statement will not omit any statement of information that will be necessary to -make the statements and information contained therein not misleading. The Authority agrees to indemnify the Underwriter against liabilities resulting from mis- representations or other statements or omissions made (or omitted) in bad faith. 3. The obligation of the Authority and -the Underwriter to honor this Agreement shall be subject to the performance by the parties of their obli- gations, as herein stated, and the following conditions: A. At the time of Closing, no litigation, except any which is exempted in writing by the Authority and the Underwriter, shall be threatened or pending in any court restraining or enjoining the issuance or delivery of any of the Bonds; the collection of the revenues pledged to pay the principal thereof and the interest thereon; or, in any way contesting or affecting the validity of the Bonds or any other contracts or agreements pertaining to the Bonds, including this Agree- ment. B. At the time of Closing, the Authority shall have delivered to Bond Counsel all such documents, certificates, proofs or instruments as may be required in order that such counsel may form opinions with respect to the legality of the organization and powers of the Authority; the validity and legal effect of all security instruments and any other documents in any way affecting the Bonds, their issuance and security; the validity and. -legal --effect of_ the Bonds,_ and such other matters as Bond Counsel shall deem pertinent. 4. The Underwriter shall have the right to cancel this Agreement by notifying the Authority of such election if, at any time at or -prior to the Closing, one or more of the following occurs: ® A. There shall have occurred any change or any development involving a prospective change in or affecting particularly the finances, properties or operation of the Authority or the City of Owasso; -Oklahoma, which, in the judgment of the Underwriter, materially impairs the investment quality of the Bonds. -2- B. The market price of the Bonds, or the market price of general credit or revenue obligations issued by states or political subdivisions thereof, or the market price of revenue obligations of the character of the Bonds shall (in the reasonable opinion of the Underwriter) have been materially and adversely affected by reason of (i) legislation enacted by the Congress, or recom- mended to the Congress for passage by the President of the United States or favorably reported for pas- sage to either House of the Congress by any Committee of such House to which such legislation has been referred for consideration, or (ii) a decision rendered by a court established under Article III of the Constitution of the United. - States, or the United States Tax Court, or (iii) an order, ruling or regulation made by the Treasury Department of the United States or the Internal Revenue Service in each case with the purpose or effect, directly or indirectly, of imposing Federal income taxation upon such interest as would be received by the holders of the Bonds or upon such income as would be received by the Authority; C. Trading in securities generally on the New York Stock Exchange shall have been suspended, minimum prices shall have been established on such Exchange or a banking mora- torium shall have been declared either by Federal or New York State or Oklahoma authorities; D. An order, decree or injunction of any court of competent jurisdiction, or any order, ruling, regulation or adminis- trative proceeding by any governmental body or board, shall - have been issued or commenced or if any legislation shall have been enacted by the Congress, with the purpose or effect of prohibiting the -issuing offering -or sale --of the Bonds as contemplated; E. The United States shall be or become engaged in any.major outbreak of armed hostilities which result in the declaration of national emergency; OF. Any event shall have occurred, or shall in fact exist, that, in the opinion of the Underwriter, makes untrue or incorrect, in any material respect, any material statement of information contained in the Official Statement. M11 LN] If the Authority shall be unable to satisfy the conditions to the obli- gations of the Underwriter contained in this Bond Purchase Agreement or if the obligations of the Underwriter shall be terminated for any reason per- mitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the Authority shall have any further obligations hereunder. 5. At, or prior to Closing, the Underwriter shall receive the following documents: A. The unqualified opinion of Bond Counsel dated as of the date of Closing, in customary'market form, stating that the - Bonds are valid and legally issued and that all contracts ' and agreements relating to the Bonds and their security are legal and binding, and stating that the interest to be paid on the Bonds will be exempt from all present Federal income taxes under present laws, regulations and decisions. B. A non -litigation certificate of the Authority dated as of the date of Closing, in the customary form, stating that there is no litigation existing, pending, or, to the know- ledge of its officers, threatened, which affects, or ques- tions the organization or existence of the Authority, the legality of any contracts and agreements, or legality of the Bonds. C. Copies of all contracts, agreements, or pertinent documents relating to the Bonds and their issuance. 6. The Authority shall be under no obligation to pay any expenses incidental to the performance of the obligations of the Authority or the Trustee Bank under this Agreement except: (a) Trustee Bank fees and charges. 7. This.Bond Purchase Agreement has been and is made solely for the benefit of the Underwriter and its respective successors and assigns, and the Authority and its successors and no other person, partnership, association or, corporation shall acquire or have any right under or by virtue of this Bond Purchase Agreement,_,_ The__terms "successors" and_"assigns" shall not include any purchaser of Bonds from the Underwriter merely because of such purchase. 8. If the Authority and the Underwriter shall be unable, after endeavoring in good faith, to comply with the provisions of this Agreement, said Agreement shall terminate and neither the Underwriter nor the Authority shall be under further obligation. -4- . J t Dated January 24, 1978. This offer made by the Underwriter is subject to immediate acceptance or rejection by The Authority. WOOLSEY & COMPANY, INCORPORATED G EAK4E -K AU is Min 8Q4 Gf Investment Banking —L-IDA� ACCEPTED THIS Z4tk-- DAY OF 1978. THE OWASSO PUBLIC WORKS AUTHORITY (SEAL) ATTEST: Secretary All��% - I l /�3_ti� Chairman 542 EXHIBIT "A" BOND PURCHASE AGREEMENT OWASSO PUBLIC WORKS AUTHORITY WATER AND SANITARY SEWER SYSTEM REFUNDING REVENUE BONDS, SERIES 1977 Maturity Date Principal Amount Coupon Rate May 1, 1978 $20,000 3.70% May 1, 1979 15,000 4.00% May 1, 1980 15,000 4.20% May 1, 1981 15,000 4.30% May 1, 1982 15,000 4.40% May 1, 1983 15,000 4.50% May 1, 1984 20,000 4.60% May 1, 1985 25,000 4.70% May 1, 1986 25,000 4.80% May 1, 1987 25,000 4.90% May 1, 1988 25,000 5.00% May 1, 1989 25,000 5.10% May 1, 1990 30,000 5.20% May 1, 1991 30,000 5.30% May 1, 1992 35,000 5.40% May 1, 1993 15,000 5.50% May 1, 1994 15,000 5.60% May 1, 1995 20,000 5.70% May 1, 1996 20,000 5.80% May 1, 1997 20,000 5.90% May 1, 1998 25,000 5.95% May 1, 1999 50,000 6.00%