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HomeMy WebLinkAbout2019.03.19_OPWA AgendaRECEIVED PUBLIC NOTICE OF THE MEETING OF THE MAR 15 2019 OWASSO PUBLIC WORKS AUTHORITY (OPWA) City Clerk's Office Council Chambers, Old Central Building 109 North Birch, Owasso, OK 74055 Regular Meeting Tuesday, March 19, 2019 - 6:30 pm 1. Call to Order Chair Chris Kelley 2. Roll Call 3. Consideration and appropriate action relating to a request for approval of the Consent Agenda. (All matters listed under "Consent" are considered by the Trustees to be routine and will be enacted by one motion. Any Trustee may, however, remove an item from the Consent Agenda by request. A motion to adopt the Consent Agenda is non - debatable.) A. Approve minutes March 5, 2019, Regular Meeting March 12, 2019, Regular Meeting B. Approve claims 4. Consideration and appropriate action relating to items removed from the Consent Agenda 5. Consideration and appropriate action relating to Resolution 2019 -01, agreeing to file application with the Oklahoma Water Resources Board (the "OWRB ") for financial assistance through the state loan program, with the loan proceeds being for the purpose of financing certain water and wastewater system improvements; approving professional services agreements with The Public Finance Law Group PLLC, as the Authority's Bond Counsel and with Municipal Finance Services, Inc., as the Authority's Financial Advisor; and containing other related provisions Linda Jones Staff recommends approval of Resolution 2019 -01. 6. Report from OPWA Manager 7. Report from OPWA Attorney 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 03/02/19 • Monthly Budget Report - February 2019 9. New Business (New Business is any item of business which could not have been foreseen at the time of posting of the agenda) 10. Adjournment Notice of Public Meeting filed in the office of the City Clerk on December 14, 2018, and the Agenda posted at City Hall, 200 South Main Street, at 00 pm on Frida , March 2019. Julia n M. Stevens, City Clerk The City of Owasso encourages citizen participation. To request aM accommodation due to a disability, contact the City Clerk at least 48 hours prior to the scheduled meeting by phone 918 - 376 -1502 or by email to istevens@cityofowosso.com OWASSO PUBLIC WORKS AUTHORITY (OPWA) MINUTES OF REGULAR MEETING Tuesday, March 5, 2019 The Owasso Public Works Authority (OPWA) met in regular session on Tuesday, March 5, 2019, in the Council Chambers at Old Central, 109 North Birch, Owasso, Oklahoma per the Notice of Public Meeting filed December 14, 2018, and the Agenda filed in the office of the City Clerk and posted at City Hall, 200 South Main Street, at 6:00 pm on Friday, March 1, 2019. 1. Call to Order Chair Chris Kelley called the meeting to order at 8:34 pm. 2. Roll Call Present Absent Chair -Chris Kelley none Vice - Chair -Bill Bush Trustee - Doug Bonebrake Trustee - Lyndell Dunn Trustee - Kelly Lewis A quorum was declared present. Staff: Authority Manager- Warren Lehr Authority Attorney - Julie Lombardi 3. Consideration and appropriate action relating to a request for approval of the Consent Agenda. (All matters listed under "Consent" are considered by the Authority 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 • February 19, 2019, Regular Meeting B. Approve claims Mr. Dunn moved, seconded by Ms. Lewis to approve the Consent Agenda with claims, totaling $521,645.38. YEA: Bonebrake, Bush, Dunn, Lewis, Kelley NAY: None Motion carried: 5 -0 4. Consideration and appropriate action relating to items removed from the Consent Agenda None 5. Report from OPWA Manager None 6. Report from OPWA Attorney None 7. Official Notices to Council (documents for acknowledgment or information only, no discussion or action will be taken) The Chair acknowledged receipt of the following: • Payroll Payment Reports - Pay Period Ending Date 02/16/19 8. New Business (New Business is any item of business which could not have been foreseen at the time of posting of the agenda) None Owasso Public Works Authority March 5, 2019 Page 2 9. Adjournment Mr. Bush moved, seconded by Ms. Lewis to adjourn the meeting. YEA: Bonebrake, Bush, Dunn, Lewis, Kelley NAY: None Motion carried: 5 -0 and the meeting adjourned at 8:35 pm. Chris Kelley, Chair Juliann M. Stevens, Authority Clerk OWASSO CITY COUNCIL, PUBLIC WORKS AUTHORITY, AND PUBLIC GOLF AUTHORITY MINUTES OF JOINT REGULAR MEETING Tuesday, March 12, 2019 The Owasso City Council, Owasso Public Works Authority (OPWA), and Owasso Public Golf Authority (OPGA) met in a joint regular meeting on Tuesday, March 12, 2019, in the Council Chambers at Old Central, 109 North Birch Street, Owasso, Oklahoma, per the Notice of Public Meeting filed December 14, 2018, and the Agenda filed in the office of the City Clerk and posted at City Hall, 200 South Main Street, at 6:00 pm on Friday, March 8, 2019. 1. Call to Order /Roll Call Mayor /Chair Chris Kelley called the meeting to order at 6:00 pm. Present Absent Mayor /Chair - Chris Kelley Councilor /Trustee - Kelly Lewis Vice Mayor /Vice Chair- Bill Bush Councilor /Trustee - Doug Bonebrake Councilor /Trustee - Lyndell Dunn A quorum was declared present. Mayor Kelley announced that items #4 and 5 would be discussed prior to items #2 and 3. 2. Discussion relating to Economic Development Department items A. Proposed Incentive Policy B. Choose Owasso Website Chelsea Levo Feary presented the items and discussion was held. It was further explained that item 2A would be placed on the March 19, 2019, City Council agenda for consideration and action. 3. Discussion relating to Community Development items A. Annexation OA 19 -01 and Rezoning OZ 19 -01, south of East 761h Street North and east of North 145th East Avenue B. Final Plat - Centennial Park Apartments, 14696 East 88th Place North, south of the Villas at Preston Lakes C. Final Plat - Mingo Crossing, east side of North 97th East Avenue (North Mingo Road), south of East 106th Street North Brian Dempster and Morgan Pemberton presented the items and discussion was held. It was further explained that each item would be placed on March 19, 2019, City Council agenda for consideration and action. 4. Discussion relating to the annual review of the 5 -year Utility Rate Plan Linda Jones and Jennifer Newman presented the item and discussion was held. 5. Discussion relating to Owasso Public Works Authority capital project financing Linda Jones and Ben Oglesby, with Municipal Finance Services, Inc. presented the item and discussion was held. It was further explained that a Resolution authorizing contracts with Municipal Finance Services, Inc. and The Public Finance Law Group, PLLC, for professional services related to preparing documents needed to file application with the Oklahoma Water Resources Board (OWRB) for financing certain water and wastewater system improvements would be placed on the March 19, 2019 OPWA agenda for consideration and action. 6. Discussion relating to the Multi- Service Agreement between AT &T and the Regional 9 -1.1 Board Larry White presented the item and discussion was held. It was further explained that the item would be placed on March 19, 2019, City Council consent agenda for consideration and action. Owasso City Council, OPWA & OPGA March 12, 2019 Page 2 7. Discussion relating to the evaluation process and employment contracts for the City Manager and City Attorney Michele Dempster presented the item and discussion was held. It was further explained that this item would be placed on the May 14, 2019, Work Session agenda as an Executive Session for additional discussion. 8. Discussion relating to Part 3, Alcoholic Beverages, Taxation, and Regulation, and Part 9, Licensing and Business Regulations, Chapter 5, License for the Sale and Serving of Alcohol and 3.2 Beer, of the Owasso Code of Ordinances Julie Lombardi and Juliann Stevens presented the item and discussion was held. It was further explained that this item would be placed on the April Work Session agenda for additional discussion. 9. Discussion relating to City Manager items • Monthly sales tax report • Various vehicles to be declared surplus • Alarm Reduction Program • City Managers Report Jennifer Newman presented the monthly sales tax report. Chris Garrett presented various vehicles to be declared surplus and discussion was held. it was further explained that the item would be placed on the March 19, 2019, City Council consent agenda for consideration and action. Scott Chambless presented a status report on the Alarm Reduction Program and discussion was held. Warren Lehr reported on the 2019 Economic Summit and the OU Place Making Conference. 10. Discussion relating to the Mayor /Chair Elections Process Mayor /Chair Chris Kelley presented the item and discussion was held. 11. City Councilor/Trustee comments and inquiries None 12. Adjournment The meeting adjourned at 8:26pm. Chris Kelley, Mayor /Chair Juliann M. Stevens, City Clerk Claims List - 3119/2019 Fund Vendor Name Payable Description Payment Amount 61 OPWA CP &Y INC DESIGN SERVICES $73,219.70 2017 WWTP UPGRADE -Total $73,219.70 KELLOGG ENGINEERING, INC ENGINEERING AGREEMENT- $9,049.00 C COFFEE CREEK LIFT STATION - Total $9,049.00 AT &T CONSOLIDATED PHONE $152.51 AT &T LONG DISTANCE PHONE $6.94 BLUE ENERGY FUELS, LLC CNG FUEL PURCHASES - FEB, $51.34 CITY GARAGE LABOR/OVERHEAD - MARCH, 2 $505.33 CITY GARAGE VEHICLE PARTS PURCH - FEB $136.05 CLEAN UNIFORM COMPANY UNIFORM SERVICE $84.82 FLEETCOR TECHNOLOGIES FUELMAN EXPENSES - FEB, 2 $63.72 JPMORGAN CHASE BANK ADMIRAL EXP- SUPPLIES $57.98 JPMORGAN CHASE BANK DOLLAR GENERAL - SUPPLI $16.72 JPMORGAN CHASE BANK OFFICE DEPOT - SUPPLIES $11.89 JPMORGAN CHASE BANK OWASSO CHAMBER -FEE $20.00 JPMORGAN CHASE BANK TRAVEL EXPENSE- TRAVEL $79.99 ONEOK, INC OKLAHOMA NATURAL GAS NATURAL GAS USAGE $994.93 TREASURER PETTY CASH LIFT STATION EXPENSES $93.16 UNITED STATES CELLULAR PW CELL PHONES $36.71 CORPORATION OPWA ADMINISTRATION -Total $2,312.09 JPMORGAN CHASE BANK HOME DEPOT - SUPPLIES $34.76 JPMORGAN CHASE BANK LOWES- DECKING $1,069.44 JPMORGAN CHASE BANK LOWES -DOORS $173.35 JPMORGAN CHASE BANK LOWES- LUMBER $43.80 JPMORGAN CHASE BANK LOWES- REFUND ($200.02) JPMORGAN CHASE BANK LOWES -STAIN $11.14 JPMORGAN CHASE BANK LOWES- SUPPLIES $812.76 PW OFFICE REMODEL -Total $1,945.23 AT &T CONSOLIDATED PHONE $12.51 CITY GARAGE LABOR(OVERHEAD - MARCH, 2 $357.43 CITY GARAGE VEHICLE PARTS PURCH - FEB $397.37 CLEAN UNIFORM COMPANY UNIFORM SERVICE $9.22 UNITED STATES CELLULAR PW CELL PHONES $37.34 CORPORATION RECYCLE CENTER -Total $813.87 AT &T CONSOLIDATED PHONE $12.51 BLUE ENERGY FUELS, LLC CNG FUEL PURCHASES - FEB, $2,966.15 CITY GARAGE LABOR/OVERHEAD - MARCH, 2 $4,844.17 CITY GARAGE VEHICLE PARTS PURCH - FEB $4,172.27 CLEAN UNIFORM COMPANY UNIFORM SERVICE $51.16 1 Fund Claims List - 3/19/2019 Vendor Name 61 OPWA FLEETCOR TECHNOLOGIES JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK LENOX WRECKER SERVICE INC Payable Description Payment Amount FUELMAN EXPENSES - FEB, 2 $2,170.71 AMERIFLEX -HOSE $15.60 BUMP28UMP- ASSEMBLY $35.98 BUMP2BUMP- GLOVES $18.99 BUMP2BUMP -OIL $4.75 BUMP2BUMP -PARTS $108.24 BUMP2BUMP- SUPPLIES $3.97 CUMMINS- SERVICE $513.40 P &K -PARTS $24.86 SEMITRUCK -WASH $85.00 REPAIR & MAINTENANCE $235.00 SERV $70.00 REFUSE COLLECTIONS -Total $15,262.76 TECHNICAL PROGRAMMING SERVICES BILLING SERVICES $3,777.61 INC $334.62 TODD C. KIMBALL METER READER $78.75 TYRONE EUGENE DINKINS METER READER $1,028.25 UTILITY BILLING -Total $4,884.61 ANCHOR STONE COMPANY STONE $334.62 BLUE ENERGY FUELS, LLC CNG FUEL PURCHASES- FEB, $279.90 CITY GARAGE LABORIOVERHEAD - MARCH, 2 $1,525.25 CITY GARAGE VEHICLE PARTS PURCH - FEB $1,482.81 CLEAN UNIFORM COMPANY UNIFORM SERVICE $50.80 FLEETCOR TECHNOLOGIES FUELMAN EXPENSES - FEB, 2 $143.40 JPMORGAN CHASE BANK AMERICAN -FEE $70.00 JPMORGAN CHASE BANK AMERIFLEX- MATERIALS $3,059.15 JPMORGAN CHASE BANK AMERIFLEX- SUPPLIES $456.00 JPMORGAN CHASE BANK CORE &MAIN - FITTINGS $361.84 JPMORGAN CHASE BANK CORE &MAIN - MATERIALS $1,489.44 JPMORGAN CHASE BANK CORE &MAIN- SUPPLIES $165.76 JPMORGAN CHASE BANK CORE &MAIN -TOOLS $112.15 JPMORGAN CHASE BANK HARD HAT SAFETY -UNIFO $154.00 JPMORGAN CHASE BANK HOME DEPOT - BATTERIES $33.52 JPMORGAN CHASE BANK JOHNSTONE -PARTS $74.28 JPMORGAN CHASE BANK LODGING EXPENSE $1,193.40 JPMORGAN CHASE BANK LOT MAINT -SVC $5,362.50 JPMORGAN CHASE BANK LOWES- LADDER $284.00 JPMORGAN CHASE BANK LOWES- MATERIALS $35.60 JPMORGAN CHASE BANK LOWES- REPAIR $46.98 JPMORGAN CHASE BANK LOWES -TOOL BOX $548.98 JPMORGAN CHASE BANK LOWES -TOOLS $206.91 JPMORGAN CHASE BANK OREILLY -FUEL $26.97 E Claims List - 3/19/2019 Fund Vendor Name Payable Description Payment Amount 61 OPWA JPMORGAN CHASE BANK OREILLY -PARTS $19.77 JPMORGAN CHASE BANK OREILLY- SUPPLIES $10.99 JPMORGAN CHASE BANK TIMMONS -FUEL $451.36 JPMORGAN CHASE BANK TRAVEL EXPENSE $103.20 JPMORGAN CHASE BANK TULSA AIRPORT- PARKING $56.00 JPMORGAN CHASE BANK UPS - SHIPPING $215.79 OMEGA RAIL MANAGEMENT, INC. SERVICE $1,060.90 ONEOK, INC OKLAHOMA NATURAL GAS NATURAL GAS USAGE $150.95 VERDIGRIS VALLEY ELECTRIC COOP COFFEE CREEK ELECTRIC $345.72 VERDIGRIS VALLEY ELECTRIC COOP GARRETT CREEK ELECTRI $190.61 VERIZON WIRELESS WIRELESS CONNECTION $80.02 WASTEWATER COLLECTIONS -Total $20,184.55 ANCHOR STONE COMPANY STONE $290.61 AT &T CONSOLIDATED PHONE $75.04 AT &T LONG DISTANCE PHONE $0.56 CITY GARAGE LABORIOVERHEAD - MARCH, 2 $1,017.75 CITY GARAGE VEHICLE PARTS PURCH - FEB $54.59 CLEAN UNIFORM COMPANY UNIFORM SERVICE $74.33 FLEETCOR TECHNOLOGIES FUELMAN EXPENSES - FEB, 2 $327.98 JAMES A. OZBUN REPLACE BEARING $1,000.00 JPMORGAN CHASE BANK ACCURATE ENV -CLASS $270.00 JPMORGAN CHASE BANK AMERIFLEX -HOSES $333.00 JPMORGAN CHASE BANK BA ELECTRIC- REPAIR $871.32 JPMORGAN CHASE BANK BUMP213UMP -MUD FLAP $19.99 JPMORGAN CHASE BANK GRAINGER -PPE $24.96 JPMORGAN CHASE BANK GRAINGER- REAGENT $25.18 JPMORGAN CHASE BANK GRAINGER- THERMOMETER $50.16 JPMORGAN CHASE BANK HACH- REAGENTS $161.95 JPMORGAN CHASE BANK NCL OF WISC- REAGENT $178.72 JPMORGAN CHASE BANK OFFICE DEPOT -COVER $35.98 JPMORGAN CHASE BANK OREILLY - BATTERY $46.55 JPMORGAN CHASE BANK WALMART -WATER $14.10 JPMORGAN CHASE BANK WASTE MGMT - SLUDGE REM $8,196.03 VERIZON WIRELESS WIRELESS CONNECTION $80.02 WASTEWATER TREATMENT -Total $13,148.82 BLUE ENERGY FUELS, LLC CNG FUEL PURCHASES - FEB, $106.65 CITY GARAGE LABOR/OVERHEAD - MARCH, 2 $2,579.33 CITY GARAGE VEHICLE PARTS PURCH - FEB $1,479.02 CITY OF TULSA UTILITIES WATER $196,704.75 CLEAN UNIFORM COMPANY UNIFORM SERVICE $41.46 FLEETCOR TECHNOLOGIES FUELMAN EXPENSES - FEB, 2 $1,174.77 N Claims List - 3(19/2019 Fund Vendor Name Payable Description 61 OPWA JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK - JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK OMEGA RAIL MANAGEMENT, INC. VERDIGRIS VALLEY ELECTRIC COOP WATER -Total Payment Amount ACCURATE ENV - TESTING $800.00 CORE &MAIN- HYDRANT $1,695.00 CORE &MAIN -METER CANS $664.52 CORE &MAIN - METERS $1,541.07 HARD HAT SAFETY -PPE $300.00 LOWES - FITTINGS $56.07 LOWES- HEATER $28.94 TIMMONS -FUEL $451.38 SERVICE $847.64 WATER CONTROL ELECTRI $30.60 $208,501.20 OPWA -Total $349,321.83 OPWA Grand Total $349,321.83 10 sco > REAL People • REAL Character • REAL Community TO: The Honorable Chair and Trustees Owasso Public Works Authority FROM: Linda Jones, Finance Director SUBJECT: Resolution 2019 -01, Owasso Public Works Authority (OPWA) Project Funding DATE: March I5, 2019 BACKGROUND: On March 12, 2019, Council discussed the following planned OPWA major capital improvements totaling over $25 million: • Upgrade of the Wastewater Treatment Plant • Upgrade of Coffee Creek sewer lift station • Upgrade Smith Farm gravity sewer line • Upgrade waterline at East 76th Street North and US Highway 169 • Upgrade Ranch Creek sewer interceptor, East 96th Street North to East 1 16th Street North Engineering for the Coffee Creek Lift Station and the upgrade of the Wastewater Treatment Plant is nearing completion and will need financing before construction contracts may be awarded. Due to the size of the loan and the life of the projects, a 30 -year term is desired. Oklahoma Water Resources Board (OWRB) is able to provide a lower interest rate and longer term than traditional bank financing. Objectives with this financing would be to take advantage of the current low interest rates offered by OWRB; provide funding for the upgrades to the Wastewater Treatment Plant, Coffee Creek lift station, Smith Farm gravity sewer line, and the East 76th Street North and US Highway 169 waterline; and to leave sufficient cash flow in the OPWA to provide for ongoing operations and future debt financing of the upgrade to the Ranch Creek sewer interceptor. Contracts with Ben Oglesby, Financial Advisor, and Allan Brooks, Bond Counsel are needed to ascertain the most advantageous time to go to market and to proceed with preparing the loan application documents necessary for OWRB financing. A*$•]uLilA11 e _ • L Staff recommends approval of Resolution 2019 -01, providing authorization to enter into contracts with Municipal Finance Services, Inc. and The Public Finance Law Group, PLLC, for professional services related to preparing documents needed to file application with the OWRB for financing certain water and wastewater system improvements. ATTACHMENTS: Resolution 2019 -01 Municipal Finance Services, Inc. contract Public Finance Law Group, PLLC contract OWASSO PUBLIC WORKS AUTHORITY OWASSO, OKLAHOMA RESOLUTION 2019 -01 A RESOLUTION AGREEING TO FILE APPLICATION WITH THE OKLAHOMA WATER RESOURCES BOARD (THE "OWRB ") FOR FINANCIAL ASSISTANCE THROUGH THE STATE LOAN PROGRAM, WITH THE LOAN PROCEEDS BEING FOR THE PURPOSE OF FINANCING CERTAIN WATER AND WASTEWATER SYSTEM IMPROVEMENTS; APPROVING PROFESSIONAL SERVICES AGREEMENTS; AND CONTAINING OTHER PROVISIONS RELATED THERETO WHEREAS, the Owasso Public Works Authority, Tulsa County, Oklahoma (the "Authority ") has under consideration the financing of certain water and wastewater system improvements (collectively, the "Project "); and WHEREAS, the Oklahoma Water Resources Board has made monies available to qualified entities for the financing of certain qualifying projects; and WHEREAS, the Authority hereby agrees to file an application(s) with the Oklahoma Water Resources Board for financial assistance in the aggregate amount as will be sufficient to pay certain costs associated with the referenced project. BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA: Section 1. Application. The Authority shall file an Application(s) with the Oklahoma Water Resources Board seeking financial assistance through the State Loan Program; and the Chair or Vice Chair and Secretary or Assistant Secretary of the Authority are hereby authorized to execute said Applications) for and on behalf of the Authority. The Authority is further authorized to advance to the Oklahoma Water Resources Board the necessary application fees in connection with the referenced Application(s), if any. Section 2. Professional Services Agreement. The Authority is authorized to enter into a legal services agreement with The Public Finance Law Group PLLC, as the Authority's Bond Counsel and a professional services agreement with Municipal Finance Services, Inc., as the Authority's Financial Advisor. Section 3. Other Matters. The Chair or Vice Chair and Secretary or Assistant Secretary of the Authority are hereby authorized and directed to do all other lawful things necessary to carry out the terms and conditions of this Resolution. [Remainder of Page Left Blank Intentionally] Resolution 2019 -01 Page 1 of 3 (SEAL) PASSED AND APPROVED THIS 19TH DAY OF MARCH, 2019. THE OWASSO PUBLIC WORKS AUTHORITY Dr. Chris Kelley, Chair ATTEST: z Juliann M. Stevens, Authority Secretary Resolution 2019 -01 Page 2 of 3 STATE OF OKLAHOMA ) )SS COUNTY OF TULSA ) I, the undersigned, the duly qualified and acting Secretary of The Owasso Public Works Authority, Tulsa County, Oklahoma, hereby certify that the above and foregoing is a true, correct and complete copy of a Resolution duly adopted by the Board of Trustees of said Authority and of the proceedings of said Authority in the adoption of said Resolution as shown by the records of my office. I further certify that said meeting complied in all respects with the "Open Meeting Law ". WITNESS my hand and the seal of said Authority this 19th day of March, 2019. (SEAL) Juliann M. Stevens, Authority Secretary Resolution 2019 -01 Page 3 of 3 e MUNICIPAL FINANCE SERVICES, INC. est. 1990 March 8, 2019 FINANCIAL ADVISOR SERVICES AGREEMENT THE OWASSO PUBLIC WORKS AUTHORITY O WRB FAP LOAN PROGRAM mfsok.com P: 405.340.1727 F: 405.340.3607 3933 E. Covell Road Edmond, OK 73034 P.O. Box 747 Edmond, OK 73083 -0747 THIS AGREEMENT is entered into by and among MUNICIPAL FINANCE SERVICES, INC. ( "MFSOK ") and The Owasso Public Works Authority (the Authority), a public trust with the Owasso, Oklahoma (the "City") as beneficiary. RECITALS WHEREAS, the Authority desires to engage MFSOK as Financial Advisor ( "Advisor") in connection with financing costs associated with, but not limited to, the construction costs of a new wastewater treatment plant with an anticipated cost of approximately $16 million; and the design, easement acquisition, and construction costs of a lift station and force main with an anticipated cost of approximately $3.75 million; and the construction costs of a water line project from 76" Street to Hwy 169 with an anticipated cost of $900,000; and the design and construction costs of a gravity sewer line at Owasso Market with an anticipated cost of $700,000, and the design costs of Ranch Creek Interceptor from 961h Street to 116" Street with an anticipated cost of $250,000; with the combined anticipated cost of all the aforementioned being approximately $21.6 million; and WHEREAS, the aforementioned may hereafter be referred to collectively as the "Projects'; and WHEREAS, it is anticipated that the Project would be financed through the Oklahoma Water Resources Board's Financial Assistance Program (PAP) Loan Program; and WHEREAS, MFSOK has demonstrated the necessary professional capabilities, experience, and resources to provide Financial Advisory services required by the Authority as outlined herein. NOW, THEREFORE, the Authority and MFSOK, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, do hereby agree as follows: AGREEMENTS I. Scone of Services. MFSOK will render the following services as Financial Advisor to the Authority: A. Prepare a preliminary financing plan identifying a tentative time schedule, proposed project costs, required revenue sources and security features and estimated debt service requirements; and B. Review the Authority's existing obligations to confine the proposed financing is compatible with any existing revenue pledges and agreements; and C. Prepare all applicable loan applications and supporting documentation for submittal to the Oklahoma Water Resources Board in a form consistent with applicable rules and regulations; and D. Coordinate the application submittal and review process, and attend OWRB meetings in support of the application; and E. After OWRB loan approval, finalize final loan terms and structure; and F. Present the proposed financing to the Authority for final approval; and G. Coordinate the loan closing with other parties. MFSOK and the Authority acknowledge the Authority will engage Bond Counsel on the transaction under separate contract or contracts. MFSOK may rely on opinions and advice from legal representatives of the Authority and will not be held responsible for any legal advice, directly or indirectly, rendered by the legal representatives involved in the transaction. Neither MFSOK as Advisor or its Advisor Representatives are licensed to engage in the practice of law and, consequently, will offer no legal advice. None of the fee for services under this Agreement relates to legal services. If such legal services are necessary, it shall be the responsibility of the Authority to obtain them. MFSOK's services are limited to those specifically set forth herein. MFSOK's services do not extend past the closing of the transaction. If the Issuer decides to pursue and execute a municipal securities transaction, and not a loan transaction, this contract will be terminated in writing, and a separate municipal securities contract will be executed. M Compensation and Reimbursements A. Compensation for Financial Advisor Services. For services as Financial Advisor to the Authority, MFSOK shall be paid at the time of issuance a fee of 1.0% of the principal amount of the loan: B. Expenses. MSFOK shall also be paid a fixed amount of $2,500.00 for each loan to cover expenses incurred as part of the transaction, provided that any filing, publication, recording or printing costs or similar third -party costs required in connection with the loan shall be paid directly by the Authority. C. Payment and Contingency. Payment for all fees and expenses hereunder shall be made at closing from proceeds of the financing or from other available funds of the Authority and shall be contingent upon closing of the loan. Ill. Term and Termination A. Term of Aereement. Unless terminated as provided herein, the term of this Agreement shall be through the earlier of (i) the closing date of the transaction or (ii) June 30, 2020. Should the transaction not be completed by June 30, 2020, this Agreement shall be automatically extended for a period of twelve (12) months through June 30, 2021. J B. Termination of Agreement and Services. This Agreement and all Financial Advisor services to be rendered hereunder may be terminated at any time by written notice from either parry, with or without cause. In that event, all finished and unfinished documents prepared for the Authority, shall, at the option of Authority, become its property and shall be delivered to it or any party it may designate, provided that MFSOK shall have no liability whatsoever for any subsequent use of such documents. IV Successors and Assigns MFSOK may not assign its obligations under this Agreement without the written consent of Authority except to a successor partnership or corporation to which all or substantially all of the assets and operations of MFSOK are transferred. Authority may assign its rights and obligations under this Agreement to (but only to) any other public entity that incurs the loan. Authority shall not otherwise assign its rights and obligations under this Agreement without written consent of MFSOK. All references to MFSOK and Authority in this Agreement shall be deemed to refer to any successor of MFSOK and to any such assignee of Authority and shall bind and inure to the benefit of such successor and assignee whether so expressed or not. V. Investment Advisor ReeistrationandAcknowiedgement MFSOK is currently registered as an Investment Advisor with the Oklahoma Department of Securities and a Municipal Advisor with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. Pursuant to Securities and Exchange Commission ( "SEC ") 17 CFR § 275.204 -3 and the Oklahoma Department of Securities 660:11 -7 -43, Investment Advisors are required to provide certain written information to their advisory clients. Authority acknowledges receipt of Form ADV Part 2A and Part 2B (collectively, the "Firm Brochure "). If the appropriate disclosure statement was not delivered to the client at least 48 hours prior to the client entering into any written advisory contract with this investment advisor, or at the time of entering into a written advisory contract, then the client has the right to terminate the contract without penalty within five business days after entering into the contract. For the purposes of this provision, a contract is considered entered into when all parties to the agreement have signed the agreement, otherwise signified their acceptance, any other provisions of this agreement notwithstanding. Authority further acknowledges and consents to electronic delivery of the Firm Brochure and related supplemental disclosure documents. VI. Conflict of Interest Statement As of the date of this agreement, MFSOK has performed a reasonable diligence to determine if there are any conflicts of interest that should be brought to the attention of the Authority. During the diligence process, MFSOK has determined that no material conflict of interest has been identified. Since the compensation arrangement included in Section II includes a component that is based on the completion of a transaction, this may be viewed as a conflict of interest regarding our ability to provide unbiased advice to enter into such transaction. This viewed conflict of interest will not impair MFSOK's ability to render unbiased and competent advice to the Authority. The fee paid to MFSOK increases the cost of borrowing to the Authority. The increased cost occurs from compensating MFSOK for Financial Advisory services provided. MFSOK serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of another MFSOK client. For example, MFSOK serves as financial advisor to other advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to the Authority. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, MFSOK could potentially face a conflict of interest arising from these competing client interests. MFSOK fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with its clients. If MFSOK becomes aware of any, actual or potential conflict of interest not mentioned above during this agreement, MFSOK will promptly provide the Authority a supplement written disclosure with sufficient details of the change, if any, which will allow the Authority to evaluate the situation. VIL Leval Events and Disciplinary History The Issuer may electronically access MFSOK's most recent Form ADV Part 2A and Part 2B (collectively, the "Firm Brochure") at the following website: httos: / /adviserinfo.sec.aov/ There has been no change to any legal or disciplinary event that has been disclosed on MFSOK's ADV filings since March 18, 2018. VIII. Fiduciary Duty MFSOK is registered as an Investment Advisor with the SEC and the Oklahoma Department of Securities. As such, MFSOK has a Fiduciary duty to the Authority and must provide both a Duty of Care and a Duty of Loyalty, spelled out in the MFSOK Code of Ethics, available on request, that entails the following. Duty of Care: A. exercise due care in performing its Financial Advisory activities; B. possess the degree of knowledge and expertise needed to provide the Authority with informed advice; C. make a reasonable inquiry as to the facts that are relevant to the "Authority's" determination as to whether to proceed with a course of action or that form the basis for any advice provided to the Authority; and D. undertake a reasonable investigation to determine that MFSOK is not forming any recommendation on materially inaccurate or incomplete information; MFSOK must have a reasonable basis for: a. any advice provided to or on behalf of the Authority; b. any representations made in a certificate that it signs that will be reasonably foreseeably relied upon by the Authority, any other party involved in the transaction or product, or investors in the Authority; and c. any information provided to the Authority or other parties involved in the transaction in connection with the preparation of any applicable applications. Duty of Loyalty: MFSOK must deal honestly and with the utmost good faith with the Authority and act in the Authority's best interests without regard to the financial or other interests of MFSOK. MFSOK will eliminate or provide full and fair disclosure (included herein) to Authority about each material conflict of interest (as applicable). WSOK will not engage in Financial Advisory activities with the Authority as a municipal entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in the "Authority's" best interests. As of the date of this agreement, MFSOK has performed a reasonable diligence to determine if there are any conflicts of interest that should be brought to the attention of the Authority. 4 IX. Recommendations If MFSOK makes a recommendation of a transaction or product or if the review of a recommendation of another party is requested in writing by the Authority and is within the scope of the engagement, MFSOK will determine, based on the information obtained through reasonable diligence of MFSOK whether the transaction or financial product is suitable for the Authority. In addition, MFSOK will inform the Authority of: A. the evaluation of the material risks, potential benefits, structure, and other characteristics of the recommendation; B. the basis upon which MFSOK reasonably believes that the recommended financial product is, or is not, suitable for the Authority; and C. whether MFSOK has investigated or considered other reasonably feasible alternatives to the recommendation that might also or alternatively serve the Authority's objectives. If the Authority elects a course of action that is independent of or contrary to the advice provided by MFSOK, MFSOK is not required on that basis to disengage from the Authority. X. Record Retention Pursuant to the Securities and Exchange Commission (SEC) and the Oklahoma Department of Securities record retention regulations, Municipal Finance Services, Inc. is required to maintain in writing, all communication and created documents between Municipal Finance Services, Inc. and the Authority for six (6) years after the agreement has been terminated. Notices Any and all notices pertaining to this Agreement shall be sent by U.S. Postal Service, first class, postage prepaid to: MFSOK Municipal Finance Services, Inc. Attn: Rick A. Smith 3933 E. Covell Road Edmond, OK 73034 AUTHORITY: The Owasso Public Works Authority Attn: Chairman P.O. Box 180 Owasso, OK 74055 -0180 Acceptance If there are any questions regarding the above, please do not hesitate to contact MFSOK. If the foregoing terms meet with your approval, please indicate your acceptance by executing all original copies of this letter and keeping one copy for your file. By signing this agreement, the Authority agrees to the provisions set forth in the agreement and understands their respective rights, duties and responsibilities. Authority and MFSOK have entered into this Agreement by the duly authorized representatives which was approved on March 19, 2019 at a meeting duly called and held in full compliance with the Oklahoma Open Meeting Act. MUNICIPAL FINANCE SERVICES, INC. By: Rick A. Smith THE OWASSO PUBLIC WORKS AUTHORITY By: Dr. Chris Kelley, Chair 6 wm�m.ogw_ THE PUBLIC FINANCE LAW GROUP PLLC ATTORNEYS AND COUNSELORS AT LAW 1405-235-3413 •.%405.235.2807 5657 N. CLASSEN BouLCVARD, SUITT 100 • OKLAHOMA Crrr, OK 73118 AGREEMENT FOR BOND COUNSEL SERVICES THE OWASSO PUBLIC WORKS AUTHORITY STATE LOAN PROGRAM PROMISSORY NOTE TO OKLAHOMA WATER RESOURCES BOARD THIS AGREEMENT is entered into as of March 19, 2019, by and between THE PUBLIC FINANCE LAW GROUP PLLC CTFLG ") and THE OWASSO PUBLIC WORKS AUTHORITY (the "Issuer "), a public trust with the City of Owasso, Oklahoma (the "City") as its beneficiary, as follows: RECITALS WHEREAS, the Issuer desires to engage PFLG as bond counsel in connection with the financing of certain water and wastewater system improvements, along with related costs (the "Project!'); and WHEREAS, to accomplish the Project, the Issuer intends to issue or cause to be issued its Promissory Note to Oklahoma Water Resources Board in the principal amount of approximately $20,000,000.00 (the "Note "); and WHEREAS, PFLG and Issuer's Counsel each possess the necessary professional capabilities and resources to provide the legal services required by Issuer as described in this Agreement. AGREEMENTS 1. Scone of Services. A. Bond Counsel Services. PFLG will render the following services as bond counsel to the Issuer: (1) Consultation with representatives of the Issuer and the City, including the manager of the Issuer /City, City Attorney, Issuer's Counsel, Finance Director, financing and accounting staff, financial advisors, and others, with respect to the timing, terms and legal structure of the proposed financing. (2) Preparation of loan, security and other authorizing documents (the "Financing Documents "). (3) Review of documentation with respect to any letter of credit, bond insurance and /or reserve fund surety policy provided in connection with the Note, if any. (4) Attendance at such meetings or hearings of the Issuer and the City and working group meetings or conference calls as the Issuer may request, and assistance to the Issuer staff in preparation of such explanations or presentations to the governing body of the Issuer and the City as they may request. (5) Preparation of final closing papers to be executed by the Issuer required to effect delivery of the Note and coordination of the Note closing. (6) Rendering of bond counsel's customary final legal opinion on the validity of the securities and, with respect to tax - exempt securities, the exemption from gross income for federal income tax purposes and from Oklahoma personal income tax of interest thereon. PFLG and Issuer acknowledge that Issuer shall be represented by Julie Lombardi, Esq., City Attorney ( "Issuer's Counsel ") for the purpose of rendering day -to -day and ongoing general counsel legal services. PFLG shall circulate documents to and coordinate its services with Issuer's Counsel to the extent requested by Issuer or Issuer's Counsel. PFLG and Issuer further acknowledge that the Issuer shall be represented by Municipal Finance Services, Inc., a municipal advisor pursuant to the terms of SEC Rule 1513a1 -1 (referred to herein as an "Independent Registered Municipal Advisor" or "IRMA "). PFLG is a firm of attorneys who provide legal advice or services of a traditional legal nature to a client, and PFLG and its attorneys do not represent themselves to be a financial advisor or financial expert. Therefore, PFLG is excluded from the definition of Municipal Advisor, and PFLG does not intend to provide any advice with respect to municipal financial products or the issuance of municipal securities outside of the scope of traditional legal services and advice customarily rendered by bond counsel in public finance transactions. Notwithstanding the foregoing, in the event certain advice may be construed as beyond the scope of traditional legal services, the Issuer specifically acknowledges that PFLG may avail itself of the IRMA exemption under SEC Rule 1513al -1 on the basis that (i) the Issuer is represented by an Independent Registered Municipal Advisor not associated with PFLG, (ii) the Issuer hereby advises PFLG that the Issuer is represented by and will rely on the advice of its duly retained Independent Registered Municipal Advisor, and (iii) the Issuer has been advised that PFLG is not a municipal advisor and PFLG owes no federal statutory fiduciary duty to the Issuer. In rendering opinions and performing legal services under this Agreement, PFLG shall be entitled to rely on the accuracy and completeness of information provided and certifications made by, and opinions provided by counsel to, Issuer, property owners and other parties and consultants, without independent investigation or verification. PFLG's services are limited to those specifically set forth above. PFLG's services do not include representation of Issuer or any other party to the transaction in any litigation or other legal or administrative proceeding involving the Note, the Project or any other matter. PFLG's services also do not include any responsibility for compliance with state blue sky, environmental, 2 land use, real estate or similar laws or for title to or perfection of security interests in real or personal property. PFLG will not be responsible for preparing, reviewing, or opining with respect to any Official Statement and /or any Continuing Disclosure Undertakings applicable to the Note (if any), including but not limited to the accuracy, completeness or sufficiency of the Official Statement, Continuing Disclosure Undertaking, or other offering material relating to the Note. PFLG's services do not include any financial advice or analysis. PFLG will not be responsible for the services performed or acts or omissions of any other participant. Also, PFLG's services will not extend past the date of issuance of the Note and will not, for example, include services related to rebate compliance or continuing disclosure or otherwise related to the Note, Note proceeds or the Project after issuance of the Note. 2. Compensation and Reimbursements. A. Compensation for Bond Counsel Services. For services as bond counsel to the Issuer, PFLG shall be paid a fixed fee at the time of issuance of the Note of one percent (1.0 %) of the principal amount of the Note. B. Expenses. PFLG shall also be paid a fixed amount of $2,500.00 to cover expenses and transcript production and distribution, provided, that any filing, publication, recording or printing costs or similar third -party costs required in connection with the Note shall be paid directly by the Issuer, but if paid by PFLG on behalf of the Issuer, shall be reimbursed to PFLG on demand. C. Payment. Fees and expenses shall be payable by Issuer at the time of issuance of the Note. Payment of all fees and expenses hereunder shall be made at closing from proceeds of the Note and shall be entirely contingent upon issuance of the Note. D. Termination of Agreement and Legal Services. This Agreement and all legal services to be rendered under it may be terminated at any time by written notice from either party, with or without cause. In that event, all finished and unfinished documents prepared for adoption or execution by Issuer, shall, at the option of Issuer, become its property and shall be delivered to it or to any party it may designate; provided that PFLG shall have no liability whatsoever for any subsequent use of such documents. In the event of termination by Issuer, PFLG shall be paid for all satisfactory work, unless the termination is made for cause, in which event compensation, if any, shall be adjusted in the light of the particular facts and circumstances involved in the termination. If not sooner terminated as aforesaid, this Agreement and all legal services to be rendered under it shall terminate upon issuance of the Note; provided that Issuer shall remain liable for any unpaid compensation or reimbursement due under Section 2 hereof. Upon termination, PFLG shall have no future duty of any kind to or with respect to the Note or the Issuer. 3. Nature of Engagement; Relationships With Other Parties. The role of bond counsel, generally, is to prepare or review the procedures for issuance of the bonds, notes or other evidence of indebtedness and to provide an expert legal opinion with respect to the validity thereof and other subjects addressed by the opinion. Consistent with the 3 historical origin and unique role of such counsel, and reliance thereon by the public finance market, PFLG's role as bond counsel under this Agreement is to provide an opinion and related legal services that represent an objective judgment on the matters addressed rather than the partisan position of an advocate. In performing its services in connection with the Note, PFLG will act as special counsel to Issuer with respect to issuance of the Note; i.e., PFLG will assist the Issuer's Counsel in representing Issuer but only with respect to validity of the Note and the Financing Documents, and the tax status of interest on the Note, in a manner not inconsistent with the role of bond counsel described above. Issuer acknowledges that PFLG regularly performs legal services for many private and public entities in connection with a wide variety of matters. For example, PFLG has represented, is representing or may in the future represent other public entities, underwriters, trustees, rating agencies, insurers, credit enhancement providers, lenders, contractors, suppliers, financial and other consultants /advisors, accountants, investment providers/brokers, providers/brokers of derivative products and others who may have a role or interest in the Note financing or the Project or that may be involved with or adverse to Issuer in this or some other matter. PFLG agrees not to represent any such entity in connection with the Note financing, during the term of this Agreement, without the consent of Issuer. Given the special, limited role of bond counsel described above, Issuer acknowledges that no conflict of interest exists or would exist, and waives any conflict of interest that might appear actually or potentially to exist, now or in the future, by virtue of this Agreement or any such other attorney - client relationship that PFLG may have had, have or enter into, and Issuer specifically consents to any and all such relationships. 4. Limitation of Rights to Parties; Successor and Assigns. Nothing in this Agreement or in any of the documents contemplated hereby, expressed or implied, is intended or shall be construed to give any person other than Issuer and PFLG any legal or equitable right or claim under or in respect of this Agreement, and this Agreement shall inure to the sole and exclusive benefit of Issuer and PFLG. PFLG may not assign its obligations under this Agreement without written consent of Issuer except to a successor partnership or corporation to which all or substantially all of the assets and operations of PFLG are transferred. Issuer may assign its rights and obligations under this Agreement to (but only to) any other public entity that issues the Note (if not the Issuer). Issuer shall not otherwise assign its rights and obligations under this Agreement without written consent of PFLG. All references to PFLG and Issuer in this Agreement shall be deemed to refer to any such successor of PFLG and to any such assignee of Issuer and shall bind and inure to the benefit of such successor and assignee whether so expressed or not. 5. Counterparts. This Agreement may be executed in any number of counterparts and each counterpart shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same Agreement. m 6. Notices. Any and all notice pertaining to this Agreement shall be sent by U.S. Postal Service, first class, postage prepaid to: 19011131 The Public Finance Law Group PLLC 5657 N. Classen Boulevard, Suite 100 Oklahoma City, OK 73118 Attention: Allan A. Brooks, III or Nathan D. Ellis ISSUER: The Owasso Public Works Authority 200 South Main Owasso, OK 74055 Attention: City Manager [Remainder of Page Left Blank Intentionally] Acceptance If there are any questions regarding the above, please do not hesitate to contact MFSOK. If the foregoing terms meet with your approval, please indicate your acceptance by executing all original copies of this letter and keeping one copy for your file. By signing this agreement, the Authority agrees to the provisions set forth in the agreement and understands their respective rights, duties and responsibilities. Authority and MFSOK have entered into this Agreement by the duly authorized representatives which was approved on March 19, 2019 at a meeting duly called and held in full compliance with the Oklahoma Open Meeting Act. MUNICIPAL FINANCE SERVICES, INC. M Rick A. Smith THE OWASSO PUBLIC WORKS AUTHORITY By: Dr. Chris Kelley, Chair OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 03/02/19 Department Payroll Expenses Total Expenses 400 OPWA Administration 14,549.31 21,903.82 405 Utility Billing 6,351.21 11,802.44 420 Water 14,866.19 25,166.82 450 Wastewater 14,076.67 24,372.07 455 Wastewater Collection 13,184.24 21,570.21 480 Refuse 12,758.34 22,442.48 485 Recycle Center 2,514.40 4,524.76 FUND TOTAL 78,300.36 131,782.60 CITY OF OWASSO OWASSO PUBLIC WORKS AUTHORITY - OPERATING FUND FISCAL YEAR 2018 -2019 Budgetary Basis Statement of Revenues & Expenses As of February 28, 2019 MONTH YEAR PERCENT TO -DATE TO -DATE BUDGET OF BUDGET OPERATING REVENUES: Water $ 487,766 $ 4,361,524 $ 6,422,450 67.91% Wastewater 396,120 3,162,668 4,731,475 66.84% Refuse & recycle 172,678 1,495,835 2,199,492 68.01% Other Utility fees 22,689 199,041 259,050 76.837. TOTAL OPERATING REVENUES $ 1,079,253 $ 9,219,067 $ 13,612,467 67.737. OPERATING EXPENSES: OPWA administration $ (76,102) $ (770,800) $ (1,274,598) 60.47% Utility Billing (38,069) (312,028) (521,269) 59.867 Water (299,729) (2,722,722) (4,585,349) 59.387. Wastewater (324,619) (1,645,796) (3,866,383) 42.57% Refuse & Recycle (103,082) (742,144) (1,440,705) 51.51% Debt payments (167,756) (1,286,170) (2,063,500) 62.33% TOTAL OPERATING EXPENSES $ (1,009,358) $ (7,479,660) $ (13,751,804) 54.39% OPERATING REVENUES OVER EXPENDITURES $ 69,895 $ 1,739,408 $ (139,337) NONOPERATING REVENUES (EXPENSES): Interest $ 4,334 $ 38,624 $ 34,600 111.63% Other revenues /(expenses) 1,559 21,490 2,255 952.98% Transfers in - - - 0.007 Transfers out - - (326,201) 0.00% TOTAL NONOPERATING REVENUES (EXPENSES) $ 5,893 $ 60,113 $ (289,346) LONG -TERM DEBT PROCEEDS AND EXPENDITURES: Proceeds of long -term debt $ 852,783 $ 15,311,982 $ 30,221,086 Expenditures of long -term debt (852,783) (15,311,982) (30,221,086) TOTAL LONG -TERM DEBT PROCEEDS AND EXPENDITURES $ - $ - $ - NET INCOME (LOSS) $ 75,789 $ 1,799,521 $ (428,683) ENCUMBRANCES OUTSTANDING $ (1,143,987) FUND BALANCE (Budgetary Basis) Beginning Balance 1,503,028 1,503,028 Ending Balance $ 2,158,562 $ 1,074,345