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Home My WebLink About2017.11.07_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY Council Chambers, Old Central Building ` � � 0 1 1 109 N Birch, Owasso, OK 74055 Regular Meeting Gee` Tuesday, November 7, 2017 - 6:30 pm G 1. Call to Order Chair Lyndell Dunn 2. Roll Call 3. Consideration and appropriate action relating to a request for approval of the Consent Agenda. (All matt ers 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. Approve minutes: • October 17 B. Approve claims 2017, Regular Meeting 4. Consideration and appropriate action relating to items removed from the Consent Agenda 5. Consideration and appropriate action relating to Resolution 2017 -02, authorizing the issuance, execution and delivery of the Owasso Public Works Authority Revenue Anticipation Note in an amount not to exceed $7,000,000; approving the Agreement, Note and other documents; authorizing the transfer of proceeds of the Note to the Capital Improvements Fund of the City of Owasso and containing other provisions relating thereto Linda Jones Staff recommends approval of Resolution 2017 -02. 6. Consideration and appropriate action relating to a budget amendment increasing estimated revenues and the appropriation for expenditures by $7,000,000 Linda Jones Staff recommends approval of a budget amendment. 7. Report from OPWA Manager 8. Report from OPWA Attorney 9. Official Notices to Authority (documents for acknowledgment or information only, no -discussion-or-action will betaken) • Payroll Payment Reports: Pay Period Ending Date 10/14/17 Pay Period Ending Date 10/28/17 OPWA November 7, 2017 Page 2 10. New Business (New Business is any item of business which could not have been foreseen at the time of posting of the agenda) 11. Adjournment Notice of Public Meeting filed in the office of the City Clerk and the Agenda posted at City Hall, 200 S Main St, at 6:00 pm on Friday, November 3, 2017. A'v' ��+— Sherry Bisho , City Clerk OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, October 17, 2017 The Owasso Public Works Authority met in regular session on Tuesday, October, 2017, in the Council Chambers at Old Central, 109 N Birch, Owasso, Oklahoma, per the Notice of Public Meeting and Agenda filed in the office of the City Clerk and posted at City Hall, 200 S Main St, at 6:00 pm on Friday, October 13, 2017. 1. Call to Order Chair Lyndell Dunn called the meeting to order at 7:33 pm. 2. Roll Call Present Chair - Lyndell Dunn Trustee - Doug Bonebrake Trustee - Bill Bush Trustee -Jeri Moberly A quorum was declared present. Staff: Authority Manager - Warren Lehr Authority Attorney - Julie Lombardi Absent Vice -Chair - 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. Approve minutes: • October 3, 2017, Regular Meeting • October 10, 2017, Regular Meeting B. Approve claims Mr. Bonebrake moved, seconded by Mr. Bush to approve the Consent Agenda with claims totaling $436,706.20. YEA: Bonebrake, Bush, Moberly, Dunn NAY: None Motion carried: 4 -0 4. Consideration and appropriate action relating to items removed from the Consent Agenda None 5. Consideration and appropriate action relating to a Development and Financing -- Agreement- with -- Main - Street Development, -LLC, - (Seven6Main)- for - Tax - Increment Financing, Owasso Redbud District, Increment District No. 1, Development Project Assistance Warren Lehr presented the item recommending approval of the Development and Financing Agreement with Main Street Development, LLC and authorization for the Chair to execute all necessary documents. OPWA October 17, 2017 Page 2 There were no comments from the audience. After discussion, Mr. Bush moved, seconded by Mr. Bonebrake to approve the agreement with Main Street Development, LLC, (Seven6Main), and authorize the Chair to execute the agreement, as recommended. YEA: Bonebrake, Bush, Moberly, Dunn NAY: None Motion carried: 4 -0 6. Report from OPWA Manager None 7. Report from OPWA Attorney None 8. Official Notices to Authority (documents for acknowledgment or information only, no discussion or action will be taken) • Payroll Payment Reports - Pay Period Ending Date 9/30/17 • Monthly Budget Status Report - September 2017 9. New Business (New Business is any item of business which could not have been foreseen at the time of posting of the agenda) None 10. Adjournment Mr. Bonebrake moved, seconded by Ms. Moberly to adjourn the meeting. YEA: Bonebrake, Bush, Moberly, Dunn NAY: None Motion carried 4 -0 and the meeting adjourned at 7:38 pm. Lyndell Dunn, Chair Lisa Wilson, Minute Clerk Claims List - 11/7/2017 Fund Vendor Name Payable Description Payment Amount 61 OPWA AMERICAN MUNICIPAL SERVICES CORP. COLLECTION SERVICES $119.53 OPWA -Total $119.53 AEP IPSO ELECTRIC USE $1,133.67 AT &T CONSOLIDATED PHONE $144.75 AT &T LONG DISTANCE PHONE $4.84 CITY OF OWASSO ADMIN OVERHEAD $25,000.00 JPMORGAN CHASE BANK ATWOODS -PARTS $51.70 JPMORGAN CHASE BANK INTERSTATE - BATTERIES $24.20 JPMORGAN CHASE BANK LOCKE- REPAIR $52.74 JPMORGAN CHASE BANK LOWES- FAUCET $20.00 JPMORGAN CHASE BANK OFFICE DEPOT - SUPPLIES $72.36 JPMORGAN CHASE BANK OWASSO CHAMBER - LUNCHE $40.00 JPMORGAN CHASE BANK OWASSO FENCE -PARTS $250.69 JPMORGAN CHASE BANK WALMART- SUPPLIES $18.45 PINTAIL FIRE AND SAFETY EXTINGUISHER INSPECT $130.00 STANDLEY SYSTEMS, LLC COPIER MAINTENANCE $391.33 AGREEM UNIFIRST HOLDINGS LP UNIFORM CLEANING $121.74 UNITED STATES CELLULAR PW CELL PHONES $40.44 CORPORATION OPWA ADMINISTRATION -Total $27,496.91 BANCFIRST 874320013/13 -06DW $89,699.07 BANCFIRST FAP -10- 0002 -L /10 $7,232.44 BANCFIRST ORF -09- 0003- CW /09B $55,960.40 BANCFIRST ORF -09- 0007- CW /09C $23,361.34 BANCFIRST ORF -10- 0014 -CW /SANTA FE $14,375.74 BANCFIRST ORF -13- 0005 -CW /RANCH CR $25,377.32 OPWA DEBT SERVICE -Total $216,006.31 AEP /PSO ELECTRIC USE $170.40 AT &T CONSOLIDATED PHONE $11.87 JPMORGAN CHASE BANK W MGMT -REC TIP FEE $707.89 JPMORGAN CHASE BANK W MGMT- TIPPING FEES $817.50 OSI ENVIRONMENTAL INC OIUANTIFREEZE RECYCLING, $80.00 PINTAIL FIRE AND SAFETY EXTINGUISHER INSPECT $35.00 UNIFIRST HOLDINGS LP UNIFORM CLEANING $42.93 RECYCLE CENTER -Total $1,865.59 ..... _............ AT &T CONSOLIDATED PHONE $11.87.. JPMORGAN CHASE BANK AMERIFLEX- FITTINGS $109.75 JPMORGAN CHASE BANK AMERIFLEX -HOSES $180.10 JPMORGAN CHASE BANK SUMP2BUMO -TOOLS USED $19.25 JPMORGAN CHASE BANK BUMP2BUMP- BATTERIES $265.50 1 Claims List - 11/7/2017 Fund Vendor Name Payable Description Payment Amount 61 OPWA JPMORGAN CHASE BANK BUMP2BUMP -FLOOR DRY $138.60 JPMORGAN CHASE BANK BUMP2BUMP- HEADLIGHT $14.00 JPMORGAN CHASE BANK BUMP2BUMP -PARTS $23.26 JPMORGAN CHASE BANK FASTENAL- SUPPLIES $29.80 JPMORGAN CHASE BANK GRAINGER- GLOVES $33.02 JPMORGAN CHASE BANK KIMS INTL- GAUGE /ADAPT $38.02 JPMORGAN CHASE BANK SEMI TRUCK -TRUCK WASH $130.00 PENSKE COMMERCIAL VEHICLES, US LLC REAR LOADER SERVICE $560.10 PINTAIL FIRE AND SAFETY EXTINGUISHER INSPECT $63.00 - SPOK, INC. PAGER USE $67.30 UNIFIRST HOLDINGS LP UNIFORM CLEANING $84.84 UNITED ENGINES, LLC AIRACTUATORS $2,351.28 UNITED STATES CELLULAR PIN CELL PHONES $42.23 CORPORATION EQUIP ONE - SUPPLIES $30.52 REFUSE COLLECTIONS •Total $4,161.92 DONALD RAY HILTON METER READER $248.50 JPMORGAN CHASE BANK AMAZON- POSTER FRAME $89.99 KORY MCCRACKEN METER READER $248.50 TECHNICAL PROGRAMMING SERVICES BILLING SERVICES $5,188.11 INC AMER LANDMASTER -SWITC $38.30 TODD C. KIMBALL METER READER $1,272.60 TREASURER PETTY CASH LOCKED BANK BAG $26.00 UTILITY BILLING -Total $7,073.70 AEP /PSO ELECTRIC USE $2,947.09 JACQUELYN BROOKE KONONCHUK FOG CONSULTING 51,785.00 JPMORGAN CHASE BANK ATWOODS -KEYS 53.57 JPMORGAN CHASE BANK CORE &MAIN - SUPPLIES $200.00 JPMORGAN CHASE BANK CRETEX- SUPPLIES $3,303.15 JPMORGAN CHASE BANK EQUIP ONE - SUPPLIES $30.52 JPMORGAN CHASE BANK LOWES -PARTS $13.12 JPMORGAN CHASE BANK LOWES- SUPPLIES $25.90 OMEGA RAIL MANAGEMENT, INC. BURIED 26 INCH SEWAGE PIP $300.00 PINTAIL FIRE AND SAFETY EXTINGUISHER INSPECT $55.00 SPOK, INC. PAGER USE 571.61 UNIFIRST HOLDINGS LP UNIFORM CLEANING $88.68 WASTEWATER COLLECTIONS -Total $8,823.64 AEP /PSO ELECTRIC USE $28,629.87 AT &T CONSOLIDATED PHONE $71.22 AT &T LONG DISTANCE PHONE $1.10 JPMORGAN CHASE BANK ACCURATE ENV - TESTING $1,575.00 JPMORGAN CHASE BANK AMER LANDMASTER -SWITC $38.30 JPMORGAN CHASE BANK BUMP2BUMP -PARTS $31.49 2 Claims List - 11/7/2017 Fund Vendor Name Payable Description Payment Amount 61 OPWA JPMORGAN CHASE BANK CONT'L RESEARCH -SUPPL $1,064.00 JPMORGAN CHASE BANK FASTENAL -PARTS $3.54 JPMORGAN CHASE BANK FEDEX- SHIPPING $3,241.35 JPMORGAN CHASE BANK FORT BEND SVC- POLYMER $2,788.00 JPMORGAN CHASE BANK HACH CO- REAGENT $299.23 JPMORGAN CHASE BANK HACH - REAGENT $127.09 JPMORGAN CHASE BANK J.A. KING - CALIBRATION 51,125.00 JPMORGAN CHASE BANK KOMLINE - BLADES $472.42 JPMORGAN CHASE BANK LABCHEM- REAGENT $20.20 JPMORGAN CHASE BANK LABCHEM- SHIPPING $9.94 JPMORGAN CHASE BANK NCL OF WISC- SUPPLIES $100.48 JPMORGAN CHASE BANK OREILLY- GREASE GUN $19.99 " JPMORGAN CHASE BANK ROSE STATE - TRAINING $358.00 JPMORGAN CHASE BANK UPS - SHIPPING $91.52 JPMORGAN CHASE BANK W MGMT- SLUDGE REMOVAL 54,725.67 JPMORGAN CHASE BANK WALMART -WATER $10.56 PINTAIL FIRE AND SAFETY EXTINGUISHER INSPECT $105.00 SPOK, INC. PAGER USE $17.80 UNIFIRST HOLDINGS LP UNIFORM CLEANING $256A9 WASTEWATER TREATMENT -Total $45,183.26 AEPIPSO ELECTRIC USE $409.73 CITY OF TULSA DEPT OF FINANCE LAB SERVICES FOR SEPT. 20 $500.00 JPMORGAN CHASE BANK BROWN FARMS -SOD $285.00 JPMORGAN CHASE BANK CORE &MAIN -BOOTS $101.99 JPMORGAN CHASE BANK CORE &MAIN- FITTINGS $88.42 JPMORGAN CHASE BANK CORE &MAIN -LIDS $148.50 JPMORGAN CHASE BANK CORE &MAIN -MAINT FEE $1,062.53 JPMORGAN CHASE BANK CORE &MAIN -METER CAN $563.00 JPMORGAN CHASE BANK CORE &MAIN -METER CANS $1,552.00 JPMORGAN CHASE BANK CORE &MAIN -PARTS $983.30 JPMORGAN CHASE BANK CORE &MAIN -SAW $364.00 JPMORGAN CHASE BANK CORE &MAIN- SUPPLIES $2,792.48 JPMORGAN CHASE BANK LOWES -PARTS $6.79 JPMORGAN CHASE BANK OREILLY- SUPPLIES $25.00 PINTAIL FIRE AND SAFETY EXTINGUISHER INSPECT $21.00 SPOK, INC. PAGER USE $89.50 -- - -- - -- - - -- - - TREASURER PETTY CASH TRAVEL EXPENSEBLUNDE - - -- $206.00 UNIFIRST HOLDINGS LP UNIFORM CLEANING $170.85 WATER -Total $9,370.09 OPWA -Total $320,100.95. 67 OPWA SALES TAX BANCFIRST 80065002012016 NOTE $80,211.75 3 Claims List - 11/7/2017 Fund Vendor Name Payable Description Payment Amount 67 OPWA SALES TAX BANCFIRST OPWA STF DEBT SERVICE -Total 874405004/2008 NOTE 599,90250 $180,119.25 OPWA SALES TAX -Total $180,119.25 69 OPWA SALES TAX SUB ACCOUN SF SHOPS INVESTORS, L.P. OPWA ST SUB -DEBT SERV -Total DEVELOPMENT AGREEMENT $48,485.64 $48,485.64 OPWA SALES TAX SUB ACCOUN -Total $48,485.64 OPWA Grand Total $548,705.84 0 sd The City Wit out Limits. TO: The Honorable Chair and Trustees Owasso Public Works Authority FROM: Linda Jones Finance Director SUBJECT: Resolution 2017 -02, Revenue Anticipation Note (RAN) Financing of CIP Projects DATE: November 3, 2017 BACKGROUND: The City of Owasso and its trust authorities have utilized RAN financing several times in the past. First used in 1998 for the financing of the Elm Creek Sewer Interceptor project, RAN financing was utilized most recently for the purchase of police vehicles in 2015. As has been discussed with Council on multiple occasions, currently authorized Capital Improvement Projects (CIP) will require over six years of sales tax revenues to fund. To enable the City to advance the progress of approved CIP projects without delay, staff recommends utilization of a RAN "construction loan" of up to $7 million to be paid over a seven -year period at an interest rate of 2% of the outstanding loan balance. RAN FINANCING —HOW IT WORKS: The City of Owasso utilizes a "pooled" cash system for the receipt, disbursement and investment of all funds. The Consolidated (pooled) Cash Fund includes all cash and investments for the city and its trust authorities. The total in the Consolidated Cash Fund varies throughout the year depending on cash flow and major expenditures. The current pooled cash balance is in excess of $20 million including approximately $7 million in the Capital Improvements fund. Actions necessary to accomplish this financing method are as follows: 1. OPWA Trustee approval of a Resolution authorizing the borrowing and issuance of a RAN. 2. Council approval of a Resolution authorizing the investment in a RAN of the OPWA. 3. Council and OPWA authorization to execute the Loan Agreement. 4. Council and OPWA approval of budget amendments for the receipt of RAN proceeds, transfer of funds from OPWA to the Capital Improvements fund and increased capital expenditures in the Capital Improvements fund. 5. OPWA Trustee approval of the transfer of the proceeds of the RAN from the OPWA to the Capital Improvements Fund of the City. _ b. Council approval of future fiscal year budgets transferring funds from the Capital Improvements fund to the OPWA for debt service payments on the RAN. RECOMMENDATION: Staff recommends approval of Resolution 2017 -02, authorizing issuance of a Revenue Anticipation Note (RAN) of the Owasso Public Works Authority in an amount not to exceed $7 million approving the Loan Agreement and Revenue Anticipation Note, authorizing the transfer of the Note proceeds to the City Capital Improvements fund, and authorizing the execution of all related documents. ATTACHMENTS: Resolution 2017 -02 Revenue Anticipation Note Loan Agreement Council Memo dated October b, 2017, OWASSO PUBLIC WORKS AUTHORITY RESOLUTION 2017 -02 A RESOLUTION OF THE OWASSO PUBLIC WORKS AUTHORITY AUTHORIZING THE ISSUANCE, EXECUTION AND DELIVERY OF THE OWASSO PUBLIC WORKS AUTHORITY REVENUE ANTICIPATION NOTE IN AN AMOUNT NOT TO EXCEED SEVEN MILLION DOLLARS ($7,000,000.00), TO THE CITY OF OWASSO, OKLAHOMA, APPROVING THE AGREEMENT, FORM OF THE REVENUE ANTICIPATION NOTE AND OTHER DOCUMENTS AND AGREEMENTS AS MAY BE NECESSARY OR REQUIRED; AUTHORIZING THE TRANSFER OF PROCEEDS OF THE NOTE TO THE CAPITAL IMPROVEMENTS FUND OF THE CITY OF OWASSO; AND CONTAINING OTHER PROVISIONS RELATING THERETO WHEREAS, the Owasso Public Works Authority was created by a Declaration of Trust, dated as of January 10, 1973, (collectively the "Trust Indenture ") for the use and benefit of the City of Owasso, Oklahoma (the "City ") under authority of and pursuant to the provisions of Title 60 O.S. 1981, Section 176 to 180.3 inclusive as amended and supplemented and other applicable statutes of the State of Oklahoma; and, WHEREAS, the Authority has determined that it would be most advantageous at this time for the Authority to provide funds for the financing of Capital Improvement Projects for the construction located in the City; and WHEREAS, there has been presented to this meeting a form of Agreement and Revenue Anticipation Note, dated as of the 8th day of November, 2017, by and between the Authority and the City of Owasso, Oklahoma (the "Note "). NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY THAT, TO -WIT: SECTION ONE. The Agreement and form of the Note presented to this meeting be, and hereby is, approved, and the Chair or Vice -Chair of the Trustees and the Secretary or any Assistant Secretary of Trustees of the Authority be, and hereby are, authorized, directed, and empowered to execute and deliver in the name of the Authority, the Agreement and the Note in said form and containing the terms and provisions contained in said Note, the execution thereof by such officers being conclusive evidence of such approval, and to execute and deliver in the name of and on behalf of the Authority all documents, closing papers, certificates and such other documents as are necessary to accomplish the issuance of the Revenue Anticipation Note. SECTION TWO. The signatures of the officers of the Authority appearing on the Agreement and the Note and other documents and agreements, closing papers and certificates executed and delivered pursuant to this resolution shall be conclusive evidence of their approval thereof and of their authority to execute and deliver such agreements and documents on behalf of the Authority. SECTION THREE. The Chair or Vice -Chair of the Trustees and the Secretary or any Assistant Secretary of the 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 deem necessary or desirable in order to carry out and perform the Note and any contracts, documents, or instruments executed and delivered in connection with the issuance of the Note, and to effect the purposes thereof and to consummate the transactions contemplated thereby. SECTION FOUR. The Treasurer of the Authority is authorized to transfer the proceeds of the Note to the Capital Improvements Fund of the City of Owasso on an as needed basis to provide funds for the Capital Improvement Projects of the City. PASSED AND APPROVED this 7th day of November, 2017. OWASSO PUBLIC WORKS AUTHORITY ATTEST: Sherry Bishop, Secretary APPROVED AS TO FORM: Julie Lombardi, Authority Attorney Lyndell Dunn, Chair OPWA Resolution 2017 -02, page 2 of 2 REVENUE ANTICIPATION NOTE OF THE OWASSO PUBLIC WORKS AUTHORITY Dated as of the 8th day of November, 2017 Owasso, Tulsa County, Oklahoma $7,000,000.00 FOR VALUE RECEIVED, the undersigned, Owasso Public Works Authority, an Oklahoma Public Trust, having the City of Owasso, as its beneficiary, its successors and assigns (collectively, the "Borrower "), promises to pay to the order of the City of Owasso, Oklahoma, an Oklahoma Municipal Corporation, its successors and assigns (collectively, the "City ") at its principal office at 200 S. Main, Owasso, Tulsa County, Oklahoma 74055, or at such other place as may be designated in writing by the City, the principal sum of SEVEN MILLION AND NO 1100 DOLLARS ($7,000,000.00) or so much thereof as shall have been advanced hereon shall be due and payable on or before the 8th day of November, 2024. Interest on the unpaid portion of the principal balance computed from the date of each advance, until principal is paid in full, at the rate of two percent (2.0 %) per annum thereupon shall be due and payable on the 30th day of June and on the 31 st day of December until principal is paid in full. The Borrower may prepay this Note, in whole or in part, at any time prior to the due date hereof, without penalty. If any payment shall be due on a Saturday or Sunday or upon any banking holiday of the holder hereof, such payment shall be due and payable on the next succeeding banking day and interest shall accrue to such day. This Revenue Anticipation Note is the Revenue Anticipation Note referred to in that certain Loan dated as of the 8th day of November, 2017, by and between the Borrower and the City (the "City ") given and entered into to secure this note, the proceeds of which the City is loaning to the Borrower to finance its costs of the Capital Improvement Projects in Owasso, Tulsa County, Oklahoma. Except as may be herein otherwise specifically provided, the rights and obligations of the Borrower and the City arising by virtue of this Revenue Anticipation Note as well as the Agreement above referred to, shall be governed by the Agreement as if same were specifically incorporated herein, such Agreement surviving the issuance, execution and delivery of this Revenue Anticipation Note. The City may, at any time prior to the due date of payment of this Revenue Anticipation Note call for an early pre - payment in whole, or in part, if it is determined by the City, in its sole discretion, that the funds heretofore advanced pursuant to this Revenue Anticipation Note are needed by the City for its operations, governmental or proprietary, and the Borrower is afforded a reasonable opportunity to obtain reasonably satisfactory refinancing hereof. All parties (makers, sureties, guarantors and all others now or hereafter liable for payment of all or any portion of the indebtedness evidenced by this Revenue Anticipation Note) severally waive demand, presentment, notice of dishonor, protest, notice of protest, and diligence in collecting this Revenue Anticipation Note and diligence in bringing and prosecuting suit against any party bound hereby, and agree that no extension, renewal or partial payment, or release or - substitution of collateral before or after maturity, with or without notice, shall release or discharge the obligation of any party. Upon the failure to pay when due the principal and or interest, the holder hereof shall be entitled, at its option, to extend the term or declare the unpaid principal balance of this Revenue Anticipation Note to be immediately due and payable. A failure by such holder to exercise such option will not constitute a waiver of the right to exercise the same in the event of any subsequent default. After maturity (whether by extension, acceleration or otherwise), interest shall accrue hereon at a rate of interest of ten percent (10 %) per annum. If this Promissory Note is placed with an attorney for collection upon any default, or to defend or enforce any rights of the holder(s) hereunder or any instrument securing payment of this Revenue Anticipation Note, or if this Revenue Anticipation Note is collected through bankruptcy or other judicial proceeding, the Borrower agrees to pay the reasonable attorney fees of the holder(s) of this Revenue Anticipation Note and all reasonable costs and expenses incurred in connection therewith. OWASSO PUBLIC WORKS AUTHORITY an Oklahoma Public Trust M ATTEST: Sherry Bishop, Secretary Lyndell Dunn, Chair Delivery receipted this day of 20017. ATTEST: Sherry Bishop, City Clerk VA CITY OF OWASSO, OKLAHOMA J2 Lyndell Dunn, Mayor LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement ") made and entered into as of the 8th day of November, 2017, is by and between the Owasso Public Works Authority, an Oklahoma public trust, (the "Authority "), and the City of Owasso, Oklahoma, an Oklahoma Municipal Corporation (the "City "). W ITN ESS ETH: WHEREAS, the City has determined to make a loan to the Authority, aggregating $7,000,000.00 to be evidenced by the Authority's Revenue Anticipation Note payable to the order of the City in the original principal amount not to exceed $7,000,000.00, (the "Note ") to enable the Authority, pursuant to certain of its approvals, to finance the costs of the construction of the Capital Improvement Projects (the "Projects "). WHEREAS, pursuant to the terms and conditions hereinafter set forth, the City is willing to make such loan to be evidenced by the Note; and WHEREAS, the payment of the Note is to be made from the general revenues of the Authority, receipts and receivables, under the conditions as set forth hereinafter. NOW, THEREFORE, in consideration of the mutual agreements herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I THE AUTHORITY NOTES 1.1 The City's Commitment. The City agrees, subject to the terms and conditions of this Agreement, to make the loan to the Authority in the amount not to exceed $7,000,000.00. 1.2 Issuance of the Authority Note. Subject to the terms and conditions hereof and in reliance on the representations and covenants made herein, the Authority agrees to issue the Note to the City. The loan shall be repaid with interest in accordance with the terms of the Note. The Note shall be delivered to the City at a closing (the "Closing ") which will occur at such time and place as may be agreed on by the Authority and the City. Upon the issuance and delivery of the Note, and the satisfaction of all the conditions precedent of this Agreement, the City shall, upon receipt and approval of requisitions therefor, advance the proceeds of the loan to the Authority to pay the costs of the Projects. 1.3 Loan Advances. The loan advances on the Note shall be made pursuant to a Loan Schedule to be executed after final approval of the construction contracts for the Projects. Each request for an advance shall be accompanied by a certificate signed by the project manager, describing the invoices for which the loan advances are sought, certifying that the work, labor or materials for which the loan advance is sought have been performed according to the plans and - specifications or as approved by the City, and certifying that sufficient funds are available under the Note to complete the construction of the Project in accordance with the plans and specifications. Lien wavers from all contractors and subcontractors shall be provided by the Authority with each loan advance. 1.4 Terms of the Note. The Note shall be in substantially the form set forth in Exhibit A attached hereto. Interest shall accrue, be payable and subject to adjustment, as provided for in the Note on the outstanding and unpaid principal balance thereon from the date of first advance thereon until payment in full thereof as set forth and provided therein. 1.5 Payments, etc. Payment of principal and interest on the Note and other charges under this Agreement to be made to the City shall be made in lawful money of the United States of America, and shall be made at City's principal office in Owasso, Oklahoma, not later than 11:00 o'clock a.m. on the date due. If any such payment falls on a Saturday, Sunday or public holiday at the place of payment thereof, then such due date shall be extended on the next succeeding full business day at such place and interest shall be payable in respect of such extension. ARTICLE II CONDITIONS PRECEDENT 2.1 Conditions. The obligations of the City to make the loan pursuant to this Agreement are subject to there being no Event of Default hereunder or an event which with notice or lapse of time would become an Event of Default hereunder and the City having received in form and substance satisfactory to it: (a) A duly certified copy of the resolutions of the Authority authorizing execution and delivery of this Agreement, and related instruments, and the issuance, execution and delivery of the Note; (b) Original duly executed counterparts of this Agreement, (c) Such certificates, documents and certificates respecting the Authority, as City counsel shall reasonably require; (d) Such opinions of counsel for the Authority, as City counsel shall reasonably require; (e) A detailed description and cost breakdown analysis of the Project (the "Breakdown ") and all amendments thereto, all for approval by City; and (f) Such other and further materials and /or information as the City may reasonably request. ARTICLE III SPECIAL OBLIGATION; PLEDGE; SATISFACTION 3.1 Special Obligation. The Note shall constitute a limited and special obligation of the Authority. The principal of and interest on the Note shall be payable by the Authority solely from, and shall be enforceable only out of the revenues of the Authority being hereby pledged by the Authority to such payment. The Note and all other obligations of the Authority hereunder shall not be construed or considered to be an indebtedness of the City of Owasso, Oklahoma, or any municipality, county or 2 political subdivision of the State of Oklahoma within the meaning of any constitutional or statutory provision of the State of Oklahoma, under any circumstances. 3.2 Satisfaction of Debt. Notwithstanding anything to the contrary contained herein or in the Note, or in any instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, trustee, officer, employee or agent or any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or non - observance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements, or interest on the Note or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity is hereby expressly waived and released. The Authority and the City expressly recognize and agree that this Agreement, the Note and any documentation issued, executed and delivered therewith, are subordinate and junior to all Revenue Bond obligations or Promissory Notes of the Authority currently outstanding or to be issued in the future. ARTICLE IV COVENANTS OF THE AUTHORITY The Authority hereby agrees with the City that, so long as the Note remains outstanding: 4.1 Performance of Agreements. The Authority shall take all action and do all things which it is authorized by law to take and do in order to perform and observe all covenants and agreements on its part to be performed and observed under this Agreement and the Note and in order to provide for and to assure payment of the principal of the Note and interest thereon when due. 4.2 Creation of Charges on Revenues. Left blank intentionally. 4.3 Amendment. The Authority shall not alter, amend or repeal the resolutions described in Section 2.1 (a) hereof, or, without the prior written consent of the City, agree to any alteration or amendment of any of the instruments described in Sections 2.1(b) and 2.1(c) hereof, or take any action impairing any authority, right or benefit given or conferred by such resolution or instruments. 4.4 Payment. The Authority shall pay or cause to be paid the principal of and the interest on the Note as the same becomes due, whether by acceleration or otherwise, but solely from the sources referred to in Article III hereof. 4.5 Representations and Warranties of Authority. The Authority represents and warrants to the City as follows: (a) The Authority is an Oklahoma public trust duly organized, validly existing and in -- good standing -under -the laws of the State of Oklahoma and all other states in which it is necessary that the Authority be qualified to do business. (b) The Authority and the Owasso City Council have taken all necessary actions to authorize entering into this Agreement and to authorize the execution and delivery of the Note, and the other documents contemplated hereby. (c) The execution and delivery of this Agreement and, the Note, will not cause, constitute or result in a breach of any agreement, contract or other undertaking to which the Authority is a party. (d) The Authority shall deliver to the City copies, certified by the Authority's Secretary, of all resolutions and actions undertaken by the Authority or the Owasso City Council to authorize this transaction. (e) The Authority shall maintain its existence in Oklahoma. (f) The Authority shall deliver to the City, within one week after they are prepared, copies of the Authority's quarterly financial statements. ARTICLE V DEFAULT AND REMEDIES 5.1 Events of Default. Any one or more of the following shall constitute and "Event of Default" hereunder; (a) Nonpayment when due of interest and principal in accordance with the terms of the Note; or (b) The attachment of any involuntary lien in the sum of $25,000 or more, of any kind or character, upon the Revenues, or any portion thereof, except for taxes due but not in default and liens being contested in such a manner as to prevent execution on the Property; or (c) The entry against the Authority of any judgment in an amount of $25,000 or more on a claim not covered by insurance which is not discharged within thirty (30) days of such judgment becoming a final judgment; or (d) If the Authority shall apply for or consent to the appointment of a receiver, a trustee or liquidator of themselves or itself, or of all or a substantial part of its assets, or (ii) file a petition or answer seeking reorganization or admit (by answer, default or otherwise) the material allegations of a petition filed against them in any reorganization proceeding; or (e) If the Authority shall (i) become insolvent, generally fail to pay, or admit in writing its inability to pay its respective debts as they fall due, (ii) make a general assignment for the benefit of its creditors, (iii) be adjudicated as bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a petition or answer seeking an arrangement with creditors or to take advantage of any insolvency laws or admit (by answer, default or otherwise) the material allegations of a petition filed against it in any bankruptcy, arrangement or insolvency proceeding, or take or omit to take any action for the purpose or with the result of effecting any of the foregoing; or (f) If the petition in bankruptcy is filed against the Authority and is not dismissed within thirty (30) days, or if an order, judgment or decree by any court of competent jurisdiction shall be entered, adjudicating the Authority to be bankrupt or insolvent, without the application, approval or consent of the Authority or if the Authority shall seek or consent to or fail to timely contest of any order, judgment or decree appointing a custodian of all or a substantial part of its 4 assets, or if the Authority shall seek or consent to, or fail to timely contest any order, judgment or decree approving a petition seeking reorganization or appointing a receiver, trustee or other custodian or liquidator of all or a substantial part of its assets; or (g) Left blank intentionally; or (h) The breach of, or default under, any covenant, agreement, term, condition, provision, representation or warranty contained in this Agreement, the Note, not specifically referred to in this Section, if such breach or default is not cured within thirty (30) days of the occurrence thereof; or (i) In any event of default shall occur and shall continue for more than the period of grace, if any, provided with respect thereto, under this Agreement; or (j) The Project cannot be completed in accordance with the plans and specifications approved by the City with the funds remaining to be advanced on the Note. 5.2 Remedies of Default. Whenever any Event of Default referred to in Section 5.1 hereof shall have occurred, the City may take any one or more of the following remedial steps: (a) Declare all amounts payable hereunder and pursuant to the Note or any renewal thereof, to be immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind whatsoever, whereupon the same, together with the accrued interest thereon, shall become immediately due and payable; or (b) Left blank intentionally; or (c) Take whatever action at law or in equity may appear necessary or desirable to collect the amount then due and thereafter to become due, or to enforce performance or observance of any obligations, agreements, covenants of the Authority under the Note, this Agreement, or otherwise. ARTICLE VI MISCELLANEOUS 6.1 Defeasance. If the Authority shall pay or cause to be paid or otherwise provide for, or there shall otherwise be paid or provided for, the principal and the interest on the Note and all other amounts payable by the Authority at the times and in the manner stipulated in this Agreement or the Note, then all covenants, agreements and other obligations of the Authority hereunder shall thereupon terminate and be discharged and satisfied. 6.2 Waivers, etc. No failure on the part of the City to exercise and no delay in exercising, and no course of dealing with respect to, any right under this Agreement, or any other agreement or instrument referred to in this Agreement, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law. 5 6.3 Successors etc. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any subsequent holder of the Note and its successors and assigns. 6.4 Governing Law. This Agreement shall be construed in accordance with, and governed by the laws of the State of Oklahoma. 6.5 Amendments. This Agreement may not be amended, modified, or waived except with the written consent of the parties hereto. 6.6 Notices. All requests and notices under the Agreement shall be hand delivered or sent by United States Mail, postage prepaid, addressed as follows, except that either party may be written notice change of address, its counsel or its counsel's address for subsequent notices to be given hereunder: Authority Owasso Public Works Authority 200 S. Main Owasso, Oklahoma 74055 Attention: Lyndell Dunn, Chair With a copy to: Julie Lombardi Authority Attorney 200 S. Main Owasso, Oklahoma 74055 City City of Owasso 200 S. Main Owasso, Oklahoma 74055 Attn: Lyndell Dunn, Mayor With a copy to: Julie Lombardi City Attorney 200 S. Main Owasso, Oklahoma 74055 Notice given hereunder shall be deemed given upon receipt by the principal addressee. 6.8 Severabilitv. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 6.9 Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the some instrument. ATTEST: M Sherry Bishop, Secretary (SEAL) ATTEST: By: Sherry Bishop, City Clerk (SEAL) 7 Owasso Public Works Authority Bv: Lyndell Dunn, Chair City of Owasso, Oklahoma RV, Lyndell Dunn, Mayor TPC, y Wit out Lim if s. TO: The Honorable Mayor and City Council City of Owasso FROM: Linda Jones Finance Director SUBJECT: Revenue Anticipation Note (RAN) Financing of CIP Projects DATE: October 6, 2017 BACKGROUND: The City of Owasso and its trust authorities have utilized RAN financing several times in the past. First used in 1998 for the financing of the Elm Creek Sewer Interceptor project, RAN financing was utilized most recently for the purchase of police vehicles in 2015. As has been discussed with Council on multiple occasions, currently authorized Capital Improvement Projects (CIP) will require over six years of sales tax revenues to fund. To enable the City to advance the progress of approved CIP projects without delay, staff recommends utilization of a RAN construction loan of up to $7 million to be paid over a seven -year period at an interest rate of 2% of the outstanding loan balance. Cities are prohibited by the Oklahoma constitution from incurring debt unless the debt can be paid from current fiscal year revenues. Meaning, there must be a budget or an appropriation for any debt or expenditure of the city. In order to provide financing for municipal functions, Title 60 of the Oklahoma Statutes provides for the creation of Public Trusts. The OPWA, the OPGA and the OEDA are public trusts created by the City of Owasso. A public trust may provide financing arrangements for any public purpose of the city which is the beneficiary of the trust. Unlike cities, the public trust may go into debt with approval of the Trustees and the City Council. With the RAN financing, the public trust, the OPWA, issues a Revenue Anticipation Note. The City invests in the interest bearing Note. The OPWA becomes indebted which must be approved by both the Council and the Trustees of the OPWA. Per the resolution to be approved by the Trustees, the OPWA transfers the proceeds of the Note to the Capital Improvements Fund of the City. Funding is then available for appropriation for the approved capital projects. The OPWA will be responsible for making debt service payments to the City annually for seven years beginning on June 30, 2018 until paid in full. The documents are specific that the note is an obligation of the OPWA solely from the revenues of the authority. However, there is an expectation that the proposed budgets for future fiscal years will include appropriations for the transfer of funds to the OPWA to cover debt service payments from the Capital Improvements Fund as needed to repay the $7 million obligation plus accrued interest at a rate of 2 %. This is an expectation only, there is no pledge or commitment or legal obligation of future revenues by the City. OWASSO RAN HISTORY: Owasso has used RAN financing in the past for these purposes. 1998 Elm Creek Sewer Interceptor • 2004 Bond Defeasance • 2004 CIP projects • 2005 OPGA golf cars 2007 Garnett Regional Detention facility • 2015 Police vehicles REFERENCES AND ATTACHMENTS: Oklahoma Municipal League Institute for New Municipal Officials - Institute Manual What Is the Debt Limitation? Pages 2 -B -2 through 2 -B -4 Debt is a legally enforceable obligation to pay. Oklahoma Statutes, Title 11. Cities and Towns. 11 -17 -101 -B Appropriation of Monies The city may invest in a Note issued by a public trust of the city. Oklahoma Statutes, Title 60. Property. 60 -176 -A Trusts for Benefit of State, County or Municipality Public trusts may be created to provide financing for any function of the city. Oklahoma Statutes, Title 62. Public Finance. 62- 348.1 -A.5 Authorized Investments The city treasurer may invest in revenue anticipation notes of a trust authority of the city. nTh,ity Wit out Limits. TO: The Honorable Chair and Trustees Owasso Public Works Authority FROM: Linda Jones, Finance Director SUBJECT: Budget Amendment- OPWA DATE: November 3, 2017 BACKGROUND: As discussed at the October 10, 2017, Council work session, staff recommends issuance of a seven -year Revenue Anticipation Note (RAN) in the amount of $7 million effective November 8, 2017, for the purpose of providing funds for Capital Improvements as authorized by Council Resolution. To utilize RAN proceeds for the authorized capital projects, budget amendments are necessary in both the OPWA and the Capital Improvements funds. Staff is requesting the Trustees to approve $7 million a budget amendment in the OPWA Fund increasing estimated revenues and the appropriation for expenditures in the amount of $7 million, as generated through the issuance of the RAN, for the purpose of transferring funds to the Capital Improvements Fund as needed over the next seven years. RECOMMENDATION: Staff recommends a budget amendment in the OPWA increasing the estimated revenues and the appropriation for expenditures by $7 million. OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 10/14/17 Department Payroll Expenses Total Expenses OPWA Administration 11,469.47 16,816.92 Utility Billing 5,997.60 11,176.32 Water 14,171.20 24,283.62 Wastewater 12,732.51 22,299.43 Wastewater Collection 9,728.49 15,802.63 Refuse 11,699.98 17,457.51 Recycle Center 1,160.00 1,776.64 FUND TOTAL 66,959.25 109,613.07 OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 10/28/17 Department Payroll. Expenses Total Expenses OPWA Administration 11,067.67 16,356.80 Utility Billing 5,997.60 11,176.32 Water 15,646.22 25,990.24 Wastewater 13,453.58 23,378.77 Wastewater Collection 9,796.45 15,879.65 Refuse 11,260.75 17,192.68 Recycle Center 1,160.00 1,776.64 FUND TOTAL 68,382.27 111,751.10