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Home My WebLink About1993 01_OPWA_Loans OWRB _1993.03.24 OW ASSO PUBLIC WORKS AUTHORITY OWASSO, OKLAHOMA 93-01 OPW A RESOLUTION NO. RESOLUTION AUTHORIZING TWO (2) LOANS FROM THE OKLAHOMA 'VV' A TER RESOURCES BOARD IN TIlE COMBINED TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,600,000; APPROVING THE ISSUANCE OF TWO (2) PROMISSORY NOTES~ IN THE COMBINED TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,600,000 SECURED BY A PLEDGE OF REVENUES AND AUTHORIZING TIIEIR EXECUTION; APPROVING AND AUTIIORIZING THE EXECUTION OF TWO (2) LOAN AGREEMENTS; APPROVING AND AUTHORIZING THE EXECUTION OF SUPPLEMENTAL NOTE INDENTURES; APPROVING AND AUTHORIZING THE EXECUTION OF A SECURITY AGREEMENT; ESTABLISHING THE AUTIIORITY'S REASONABLE EXPECTATIONS \VITH RESPECT TO THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY TIlE AUTHORITY IN CALENDAR YEAR 1993; RATIFYING A LEASE; APPROVING VARIOUS COVENANTS; APPROVING AND AUTHORIZING PAYMENT OF FEES AND EXPENSES; AND CONTAINING OTHER PROVISIONS RELATING THERETO. WHEREAS, the Owasso Public Works Authority, Tulsa County, Oklahoma (the "Borrower"), was organized under Title 60, Oklahoma Statutes 1991, Sections 176-180.4, as amended, for the purpose of furthering the public functions of the City of Owasso, Oklahoma and WHEREAS, the Borrower is authorized and has determined to construct improvements to the Borrower's water and wastewater facilities (collectively, the "Project") in order to better serve the customers of said Borrower and in payment of part of the cost thereof, to seek money in the form of two (2) loans from the Oklahoma Water Resources Board (the "Board"), which loans shall aggregate not to exceed $4,600,000; and of the Borrower and the to accomplish the project and to ry notes payable to the Board: WHEREAS, the Board has approved a loan application Borrower has determined to borrow money from the Board evidence such loan by the issuance of the following promisso The Owasso Public Works Authority, Tulsa County, Oklahoma Series 1993A Promissory Note to Oklahoma Water Resources Board issued in the original principal amount of $3,630,000 (the "1993A Note"), which 1993A Note shaH bear interest at a fixed interest rate The Owasso Public Works Authority, Tulsa County, Oklahoma Series 1993B Promissory Note to Oklahoma Water Resources Board issued in the original principal amount of not to exceed $970,000 (the "1993B Note"), which 1993B Note shall bear interest at a floating interest rate; and to collectively herein be referred 1993B Note shal the 1993A Note and the WHEREAS Notes"; and as WHEREAS, in order to secure the payment of said Notes on a pari-passu basis (except as to certain of the sales tax revenue) with existing indebtedness of the Borrower, specifically its Public Improvement Revenue Bonds, Series 1988, issued in the original aggregate principal of $6,100,000, together with any other indebtedness hereafter issued on a parity therewith, the Board requires a first lien on and pledge of (I) revenues derived from the operation of the water, sanitary sewer and garbage and trash collection systems leased to the Borrower by the City (collectively, the "System") and (II) certain sales tax revenues received by the Borrower from the City which sales tax is levied pursuant to Ordinance No. 103 of the City of Owasso, as amended by Ordinance No. 153 of said City (the "Sales Tax Revenue") NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OW ASSO PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA: SectiQ.!Ll. Issuance of Promissory Note. The Borrower is hereby authorized to accept said loans and issue the Notes payable to the Board and secured pari-passl! with the Borrower's Public Improvement Revenue Bonds, Series 1988 issued in the original aggregate principal amount of $6, 100,000 (the" 1988 Bonds"), together with any other indebtedness hereafter issued on a parity therewith, provided that the Notes shall not be secured by a pledge of certain sales tax revenues levied pursuant to Ordinance No. 326, as amended by Ordinance No. 395 (the "Restricted Tax"), which Restricted Tax is currently pledged solely to the 1988 Bonds. The Notes are otherwise secured nari-passu with the 1988 Bonds by a pledge of revenue derived from the operation of the System and the Sales Tax Revenue, all as more specifically described in the referenced Indenture. The Chairperson or Vice Chairperson and Secretary or Assistant Secretary of the Borrower are hereby authorized and directed to execute said Notes and to do any and all lawful things to effect said loans and secure said loans from the Board Section 2. Designation of Local Trustee. The Borrower hereby designates Liberty Bank and Trust Company of Tulsa. National Association to serve as Local Tnlstee of certain funds relation to the Notes. Section 3. Loan Documents and Security Agreement The Borrow hereby approves the following financing documents in substantially the form as presented at this meeting and authorizes its Chairperson, or in his absence or incapacity, its Vice-Chairperson to approve such modifications, additions, deletions or other changes thereto as may be requested or required and as such officer in his discretion shall deem appropriate in connection with the securing of the loans contemplated herein and authorizes such officer to execute and deliver such documents, for and on behalf of the Borrower, together with any additional documents, instruments or certificates necessary or attendant to the dosing on said loans and the provision of security for the repayment thereof. Liberty ~ (collectively, the Indentures modify oJovember 988 993B Supplemental Note Bank and Trust 1 Series 1993A Supplemental Note Indenture and Series Indenture, both by and between the Borrower and Company of Tulsa, National Association, as truste~ "Supplemental Note Indentures"), which Supplemental Note supplement and amend the Bond Indenture dated as of between said parties (collectively. the "Indenture") 1 and and Series 1993B Loan Agreement, both by the Board (collectively, the "Loan Agreements") Series 1993A Loan Agreement between the Borrower and 2 Oklahoma and the revenues (the "Security Owasso tax ty of sales Security Agreement by and between the C Borrower pertaining to the use of certain Agreement"). 3 Section 4. Covenants of Borrower. Until payment in full of the Notes and performance of aU obligations owing to the Board under the Loan Agreements and the instruments executed pursuant hereto, unless the Board shall otherwise consent in writing, represents its intent to abide by and carry out the covenants contained Security Agreement and the Loan Agreements, including but not m Section 4.2 of said Loan Agreements, which covenants are the Borrower hereby in the Indenture, the ited to the covenants in n their entirety ncorporated herei n 2 Section 5. Certificate of Designation. The Borrower anticipates that the total amount of tax-exempt obligations (other than private activity bonds) issued by the Borrower or other issuers on behalf of the City of Owasso will not exceed $5,000,000 ($10 Million being the applicable limitation with respect to the hereinafter referenced Section of the Code) for calendar year 1993 and hereby designates the Notes to be qualified tax-exempt obligations with respect to the financial institution interest deduction provisions contained in Section 265(b)(3) of the Code and authorizes the Chairperson or Vice Chairperson and Secretary or Assistant Secretary to execute and deliver on behalf of the Borrower a Certificate of Designation to that effect Section 6. Lease. The Lease dated July 31, 1973, between the City of Owasso Oklahoma and the Borrower, whereby the City leases certain of its proprietary, revenue- producing utility systems to the Borrower and whereby the Borrower agrees to operate and maintain said systems, is hereby ratified and confirmed and the term of said Lease shall extend until the Notes are paid. Section 7. Fees and Expenses. Upon receipt of the loan proceeds from the Board (or a sufficient portion thereof), the officers of the Borrower are hereby authorized to disburse (from loan proceeds or other available funds of the Borrower) those fees and expenses, as set forth on Exhibit hereto of the mate service coverage upon all as contemplated in Section 8. City Engineer's Estimate. The Chairperson or Vice Chairperson Borrower is hereby authorized on behalf of the Borrower to approve and certify an esti prepared by the City Engineer which will demonstrate appropriate debt completion of the Project to be financed with the proceeds of the Notes the Indenture. Section 2.. Necessill)' Action. The Chairperson or Vice Chairperson and Secretary or Assistant Secretary of the Borrower are hereby further authorized on behalf of the Borrower to accept, receive, execute, attest, seal and deliver the above mentioned documents and all additional 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 Borrower, the execution and delivery of such documents being conclusive as to the approval of any terms contained there. the Owasso Public 1993 by March 24 J.- noJ- ~ day of this APPROVED AND ADOPTED Authority, Owasso, Oklahoma .-..- /L tt/\ij / )J <:' c{ ,L...' Phtricia K Marlar, Works Chairperson ATTEST: I Clerk of e of Oklahoma $ that the foregoing is w true$ correct copy of the document; 24th day of w 199J~ Clerk 3 EXH(BIT A Fees and Expenses Paid at Closmg Liberty Bank and Trust Company of Tulsa, National Association Acceptance Fee Leo Oppenheim & Co., Jne Financial Advisory Fee and 1.00% for all above $2,500.000 of the Referenced Notes _1.5% of the Original Principal Amount of the Referenced Notes $ 41. 305 $ 2.500 Brown, Bush, Tinney & Kiser Representing the Legal Fee and Out-of-Pocket Expenses of Fagin, Brown, Bush, Tinney & Kiser and Ronald D. Cates Fagm Oklahoma Water Resources Board Conversion Costs Associated with Fixed Rate Bonds A-I Board Oklahoma Water Resources Rating Fee