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2019.07.16_OPWA Agenda
RECEIVED JUL 12 2019 PUBLIC NOTICE OF THE MEETING OF THE City Clerk's Office OWASSO PUBLIC WORKS AUTHORITY (OPWA) y Council Chambers, Old Central Building 109 North Birch, Owasso, OK 74055 Regular Meeting Tuesday, July 16, 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 • July 2, 2019, Regular Meeting • July 9, 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 an agreement for integrated utility billing and payment - related services Linda Jones Staff recommends approval of a three -year agreement with Payment Services Network, Inc. to provide integrated utility billing and payment - related services. 6. Consideration and appropriate action relating to Resolution 2019 -03, establishing a utility billing customer service credit card usage fee and establishing an effective date Linda Jones Staff recommends approval of Resolution 2019 -03, establishing a $1.35 per transaction convenience fee for Authority credit card transactions beginning October 1, 2019. Consideration and appropriate action relating to Resolution 2019 -04, authorizing a loan from the Oklahoma Water Resources Board in the total aggregate principal amount of not to exceed $26,750,000; approving the issuance of a Series 2019 Promissory Note to Oklahoma Water Resources Board in the total aggregate principal amount of not to exceed $26,750,000, secured by a pledge of revenues and authorizing its execution; designating a Local Trustee; approving and authorizing the execution of a Trust Agreement; approving and authorizing the execution of a Loan Agreement; approving and authorizing the execution of a Security Agreement; ratifying and confirming a Lease Agreement; approving and authorizing a Note Purchase Agreement; authorizing documents pertaining to a year -to -year pledge of certain sales tax revenue; approving various covenants; approving and authorizing payment of fees and expenses; and containing other provisions relating thereto Linda Jones Staff recommends approval of Resolution 2019 -04. OPWA July 16, 2019 Page 2 8. Report from OPWA Manager 9. Report from OPWA Attorney 10. Official Notices to Authority (documents for acknowledgment or information only, no discussion or action will be taken) • Payroll Payment Reports - Pay Period Ending Date July 6, 2019 • Monthly Budget Status Report - June 2019 11. New Business (New Business is any item of business which could not have been foreseen at the time of posting of the agenda) 12. 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 6:00 pm on Friday, July 12, 2019. I � b'� A IN vm,om Jur M. Stevens, City Jerk The City of Owasso encourages citizen participation. To request on 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 Lstevens@ciNofowasso.com OWASSO PUBLIC WORKS AUTHORITY (OPWA) MINUTES OF REGULAR MEETING Tuesday, July 2, 2019 The Owasso Public Works Authority (OPWA) met in regular session on Tuesday, July 2, 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, June 28, 2019. 1. Call to Order Chair Chris Kelley called the meeting to order at 6:57 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 June 18, 2019, Regular Meeting B. Approve claims Mr. Bush moved, seconded by Ms. Lewis, to approve the Consent Agenda with claims totaling $264,608.70. YEA: Bonebrake, Dunn, Bush, Lewis, Kelley NAY: None Motion carried: 5 -0 4. Consideration and appropriate action relating to items removed from the Consent Agenda None S. 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 June 22, 2019 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 July 2, 2019 Page 2 Adjournment Ms. Lewis moved, seconded by Mr. Bush to adjourn the meeting. YEA: Bonebrake, Dunn, Bush, Lewis, Kelley NAY: None Motion carried: 5 -0 and the meeting adjourned at 6:58 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, July 9, 2019 The Owasso City Council, Owasso Public Works Authority (OPWA), and Owasso Public Golf Authority (OPGA) met in a joint regular meeting on Tuesday, July 9, 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, July 5, 2019. Call to Order /Roll Call Present Councilor /Trustee - Doug Bonebrake Councilor /Trustee - Lyndell Dunn Councilor /Trustee - Kelly Lewis A quorum was declared present. Absent Mayor /Chair - Chris Kelley Vice Mayor /Vice Chair- Bill Bush In the absence of the Mayor and Vice Mayor, the City Clerk, Juliann M. Stevens, called the meeting to order at 6:00 pm, and requested a motion to appoint a Temporary Chair. Mr. Dunn moved, seconded by Ms. Lewis to appoint Mr. Bonebrake as Temporary Chair. YEA: Dunn, Lewis, Bonebrake NAY: None Motion carried: 3 -0 2. Discussion relating to Owasso Public Works Authority capital project financing through the Oklahoma Water Resources Board Linda Jones and Ben Oglesby, Municipal Finance Service, Inc., presented the item and discussion was held. It was further explained that an item would be placed on the July 16, City Council and OPWA agendas for consideration and action. 3. Discussion relating to Community Development Items A. Proposed amendment to the Owasso Zoning Code, Chapter 10: Overlay Districts, Section 10.4, Uses in the US -169 Overlay District B. Request for Annexation (OA 19 -03) and rezoning (OZ 19 -03) of approximately 2.5 acres located at 11707 East 106th Street North Brian Dempster and Karl Fritschen presented item A and discussion was held. It was further explained that the item would be placed on the July 16, City Council agenda for a public hearing. Morgan Pemberton presented item B and discussion was held. It was further explained that the item would be placed on the July 16, City Council agenda for consideration and action. 4. Discussion relating to proposed amendments to the Owasso Code of Ordinances A. Part 3, Alcoholic Beverages, Section 3-114 Consuming Spirits in Public; Intoxication B. Part 10, Offenses and Crimes, Sections 10 -201 Petit Larceny Prohibited; 10 -401 Public Intoxication and Drinking Prohibited; 10 -402 Marijuana Prohibited Julie Lombardi and Scott Chambless presented both items and discussion was held. It was further explained that the items would be placed on a future City Council agenda for additional discussion. 5. Discussion relating to City Manager items A. Proposed professional services agreement - 5K Heart Healthy Trail and Funtastic Island renovations and splash pad B. Monthly sales tax report C. City Manager report Warren Lehr presented item A and discussion was held. It was further explained that this item would be placed on the July 16, City Council agenda for consideration and action. Jennifer Owasso City Council, OPWA & OPGA July 9, 2019 Page 2 Newman presented item B and discussion was held. Mr. Lehr reported on the Planning Commission election of Dr. Loving as Chair and Tim Miller as Vice Chair; the recent visit from Chaumont, France Mayor Christine Guillemy and Vice Mayor Paul Fourni6; and Owasso's response to the E 911 outage across the region. 6. City Councilor /Trustee comments and inquiries Mr. Bonebrake commented on the City's annual fireworks display. 7. Adjournment Mr. Dunn moved, seconded by Ms. Lewis to adjourn the meeting. YEA: Dunn, Lewis, Bonebrake NAY: None Motion carried: 3 -0 The meeting adjourned at 6:57 pm. Doug Bonebrake, Temporary Chair Juliann M. Stevens, City Clerk Fund Claims List - 7/16/2019 Vendor Name 61 OPWA AT &T BLUE ENERGY FUELS, LLC CITY GARAGE CITY GARAGE CITY OF OWASSO JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK ONEOK, INC OKLAHOMA NATURAL GAS TERMINIX TULSA TECHNOLOGY CENTER UNIFIRST HOLDINGS LP Payable Description Payment Amount CONSOLIDATED PHONE $150.51 CNG FUEL PURCH $123.73 LABOR /OVERHEAD - JULY, 20 $160.58 VEH PARTS /JUNE 2019 $63.54 ADMIN OVERHEAD $25,000.00 HOME DEPOT - GAUGES $59.94 HOT LOT - PARKING $10.00 INTERSTATE - BATTERIES $4110 SHOE CARNIVAL -BOOTS $84.98 WALMART- SUPPLIES $20.75 NATURAL GAS USAGE $96.48 PEST CONTROL $84.00 TRAINING $240.00 UNIFORM SERVICE $52.46 OPWA ADMINISTRATION -Total $26,188.07 JPMORGAN CHASE BANK HOME DEPOT -AC UNIT $473.47 PW OFFICE REMODEL -Total $473.47 AT &T CONSOLIDATED PHONE $12.34 CITY GARAGE LABOR /OVERHEAD -JULY, 20 $856.51 CITY GARAGE VEH PARTS /JUNE 2019 $729.52 JPMORGAN CHASE BANK LOWES- REPAIR PARTS $13.98 THE METROPOLITAN ENVIRONMENTAL WASTE DISPOSAL $360.00 TRUS UNIFIRST HOLDINGS LP UNIFORM SERVICE $49.56 RECYCLE CENTER -Total $2,021.91 AT &T CONSOLIDATED PHONE $12.34 BLUE ENERGY FUELS, LLC CNG FUEL PURCH $3,13617 CITY GARAGE LABOR /OVERHEAD -JULY, 20 $5,215.42 CITY GARAGE VEH PARTS /JUNE 2019 $15,914.51 FLEETCOR TECHNOLOGIES FUELMAN EXP -JUNE $2,159.87 JPMORGAN CHASE BANK ACADEMY -SHOES $119.99 JPMORGAN CHASE BANK ANCHOR -PAINT $227.76 JPMORGAN CHASE BANK BUMP2BUMP- FILTER $65.41 JPMORGAN CHASE BANK BUMP26UMP -FREON $43.06 JPMORGAN CHASE BANK BUMP26UMP- GLOVES $32.48 JPMORGAN CHASE BANK BUMP26UMP -PARTS $3.30 JPMORGAN CHASE BANK BUMP2BUMP- PULLER $36.49 JPMORGAN CHASE BANK BUMP2BUMP- SUPPLIES 562.68 JPMORGAN CHASE BANK FASTENAL -PARTS $44.06 JPMORGAN CHASE BANK KIMS INTL -PARTS $733.50 JPMORGAN CHASE BANK LOWES - FLOORING $485.37 1 Fund 61 OPWA Claims List - 7/16/2019 Vendor Name JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK UNIFIRST HOLDINGS LP Payable Description Payment Amount LOWES- SUPPLIES $35.50 MIDTOWN- MAILBOX $325.00 SEMI TRUCK -WASH $90.00 SHOE CARNIVAL -SHOES $144.97 STEVES WHLSE -TOOLS $79.25 TULCO -OIL $1,063.15 UNIFORM SERVICE $161.73 REFUSE COLLECTIONS -Total $30,192.01 SAPULPA DIGGING INCORPORATED CONSTRUCTION SERVICES - $94,331.20 2 SO MAIN GRAV SEWER LINE - Total $94,331.20 TECHNICAL PROGRAMMING SERVICES INC BILLING SERVICES $1,354.97 TYRONE EUGENE DINKINS METER READER $810.00 UTILITY BILLING -Total VEH PARTS /JUNE 2019 $2,164,97 BLUE ENERGY FUELS, LLC CNG FUEL PURCH $258.27 CITY GARAGE LABOR/OVERHEAD - JULY, 20 $1,853.08 CITY GARAGE VEH PARTS /JUNE 2019 $104.50 FLEETCOR TECHNOLOGIES FUELMAN EXP -JUNE $226.61 JPMORGAN CHASE BANK ANCHOR STONE -STONE $503.40 JPMORGAN CHASE BANK DEQ -LIC RENEW $46.00 JPMORGAN CHASE BANK DUKES - DEGREASER $2,400.00 JPMORGAN CHASE BANK RADWELL INTL- FREIGHT $197.17 JPMORGAN CHASE BANK RADWELL INTL- REPAIR $3,014.60 JPMORGAN CHASE BANK RED WING -BOOTS $161.99 ONEOK, INC OKLAHOMA NATURAL GAS NATURAL GAS USAGE $142.73 UNIFIRST HOLDINGS LP UNIFORM SERVICE $116.66 VERDIGRIS VALLEY ELECTRIC COOP COFFEE CREEK ELECTRIC $507.67 VERDIGRIS VALLEY ELECTRIC COOP GARRETT CREEK ELECTRI $215.77 WASTEWATER COLLECTIONS -Total $9,748.45 AT &T CONSOLIDATED PHONE $74.06 CITY GARAGE LABOR/OVERHEAD - JULY, 20 $1,154.00 CITY GARAGE VEH PARTS /JUNE 2019 $964.35 CLEAN UNIFORM COMPANY UNIFORM SERVICE $13824 FLEETCOR TECHNOLOGIES FUELMAN EXP -JUNE $254.73 JPMORGAN CHASE BANK ADMIRAL EXP- SUPPLIES $28.99 JPMORGAN CHASE BANK AMAZON- FILTERS $346.50 JPMORGAN CHASE BANK AMAZON -PARTS $38.97 JPMORGAN CHASE BANK AMAZON- SUPPLIES $290.03 JPMORGAN CHASE BANK ATCO - DEGREASER $278.75 JPMORGAN CHASE BANK DEQ -LIC RENEW $92.00 JPMORGAN CHASE BANK GRAINGER- SUPPLIES $122.89 Pa Claims List - 7/16/2019 Fund Vendor Name Payable Description Payment Amount 61 OPWA JPMORGAN CHASE BANK INDUSTRIAL AUTO -CONTR $3,997.00 JPMORGAN CHASE BANK OFFICE DEPOT - SUPPLIES $1.99 JPMORGAN CHASE BANK P &K- SUPPLIES $228.98 JPMORGAN CHASE BANK RED WING -BOOTS $170.00 JPMORGAN CHASE BANK ROSE STATE - TRAINING $50.00 JPMORGAN CHASE BANK WALMART -WATER $8.16 UNIFIRST HOLDINGS LP UNIFORM SERVICE $193.42 WASTEWATER TREATMENT -Total $8,433.06 ANCHOR STONE COMPANY ROCK $320.28 BLUE ENERGY FUELS, LLC CNG FUEL PURCH $75.38 CITY GARAGE LABOR /OVERHEAD - JULY, 20 $2,945.33 CITY GARAGE VEH PARTS /JUNE 2019 $636.35 CITY OF TULSA DEPT OF FINANCE WATER COST ANALYSIS $500.00 CITY OF TULSA UTILITIES WATER $235,330.75 CLEAN UNIFORM COMPANY UNIFORM SERVICE $32.90 FLEETCOR TECHNOLOGIES FUELMAN EXP -JUNE $1,026.83 JPMORGAN CHASE BANK BROWN FARMS -SOD $95.00 JPMORGAN CHASE BANK CORE &MAIN- METERS $1,364.00 JPMORGAN CHASE BANK CORE &MAIN - SUPPLIES $7,839.47 JPMORGAN CHASE BANK GRAINGER -PPE $35.78 JPMORGAN CHASE BANK LOWES -PARTS $34.16 JPMORGAN CHASE BANK REDWING-BOOTS $170.99 JPMORGAN CHASE BANK UTILITY SPLY -PUMP $406.50 JPMORGAN CHASE BANK UTILITY SPLY- SUPPLIES $2,058.40 TWIN CITIES READY MIX, INC CONCRETE $273.00 UNIFIRST HOLDINGS LP UNIFORM SERVICE $226.70 VERDIGRIS VALLEY ELECTRIC COOP WATER CONTROL ELECTRI $30.60 WATER -Total $253,402.42 CP &Y INC DESIGN SERVICES $35,000.00 WWTP UPGRADE -Total $35,000.00 OPWA -Total $461,955.56 OPWA Grand Total $461,955.56 C sd REAL People • REAL Character •REAL Community TO: The Honorable Chair and Trustees Owasso Public Works Authority FROM: Linda Jones Finance Director SUBJECT: Utility Payment System and Resolution 2019 -03, establishing a credit card convenience fee DATE: July 12, 2019 PROPOSED ACTION: Staff is proposing the Owasso Public Works Authority (OPWA) approve an agreement with Payment Services Network, Inc. to provide integrated payment- related services for utility customers. BACKGROUND: The OPWA currently utilizes Superion to compute utility bills and track customer balances. The OPWA further utilizes Technical Programming Services, Inc. (TPSI) to distribute utility bills to customers either electronically or through US mail. Customers choosing to pay online utilize the City's website. However, the City's website is not integrated with the OPWA accounting software requiring dual -entry. PROPOSED SOLUTION: City staff evaluated proposals from Payment Services Network, Inc., Paymentus, and Retail Lockbox, Inc. to integrate the OPWA's utility system electronic billing and payment processing With the OPWA's accounting software. The solution with the lowest cost and best overall functionality was Payment Services Network, Inc. at a fixed cost of $156.00 per month plus $1.75 per credit card transaction, $0.40 per eCheck transaction initiated through online, the mobile app, or through the City, and $0.75 for eChecks initiated through the automated phone or text systems. Currently, the OPWA processes approximately 3,500 credit card transactions per month. Benefits of implementing the proposed solution are as follows: • Implements a self- service customer portal providing both payment and consumption history. • Allows customers to have a single sign -on to pay bills, manage paperless billing, and manage autopay settings offering both eChecks and credit cards. • Eliminates dual entry of online payments by integrating with the OPWA's financial system. • Provides a phone app. • Provides integrated voice recognition payment processing. • Provides customer technical support outside of normal City Hall working hours. If approved, lower -cost eChecks would become available for autopay. Staff further proposes implementing a customer convenience fee of $1.35 per credit card transaction, to cover the higher cost of credit card processing. RECOMMENDATION: • Staff recommends approval of a three -year agreement with Payment Services Network, Inc. to provide integrated utility billing and payment - related services. • Staff further recommends approval of Resolution 2019 -03, establishing a $1.35 per transaction convenience fee for Authority credit card transactions beginning October 1, 2019. ATTACHMENTS: Payment Services Network, Inc. Service Agreement Resolution 2019 -03 PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT THIS AGREEMENT FOR SERVICE ( "Agreement ") is made as of July 16, 2019 (the "Effective Date ") between Owasso Public Works Authority ( "Account Holder") and Payment Service Network, Inc. ( "PSN "). RECITALS Account Holder wishes to register its business with PSN so that Account Holder's customers ( "Customers ") can make payments to Account Holder through the PSN Web site, www.PaymentServiceNetwork.com (the "Site ") and /or via such other payment methods as are specified on Schedules A and B attached hereto or otherwise authorized in writing from time to time. Account Holder and PSN desire to formalize their agreement as set forth below. NOW THEREFORE, in consideration of the Account Holder's registration for the Services, the foregoing recitals, the mutual promises herein contained and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Account Holder and PSN, intending to be legally bound, hereby agree as follows: Account Holder hereby appoints PSN as its agent solely for purposes of receiving and processing payments from Customers on Account Holder's behalf, and hereby authorizes PSN to collect payments from Customers to the extent such Customers have agreed to the terms and conditions of the Site. PSN shall collect the "Fees" (as shown on Schedule B) in the manner, amounts and pursuant to the terms set forth on Schedule B. Schedule B specifies those Fees payable by the Customer and those Fees payable by the Account Holder. As Account Holder's agent for receipt and processing of payments from Customers, Account Holder acknowledges and agrees that, as between Account Holder and its Customers only, PSN's receipt of payments from Customers shall constitute receipt by Account Holder. 2. The Services to be provided by PSN (the "Services ") are as follows: a. PSN agrees to accept payments from the Customers by checking /savings account or credit/debit card through the Site, or otherwise (phone in or fax in). Customers who utilize PSN's payment network will also be required to register on the Site and will be bound by the terms and conditions set forth on the Site. b. Account Holder is given real -time access to all account information via PSN' s administrative logon. Such access will be provided to all Account Holder representatives designated in writing by Account Holder. The account information available will include transaction totals, specification by account, and specification by transaction /account type (e.g. utilities, taxes). PSN and Account Holder will jointly work to develop compatibility of the reporting and accounting information with the Account Holder's management and account software. Said access to all account information will be provided by PSN to Account Holder under the following conditions. 1. Said compatibility does not adversely affect, alter or change PSN's established service; 2. Said compatibility is a joint effort between PSN and Account Holder with the Account Holder providing all the needed information to PSN regarding current and /or future management and accounting software. c. PSN will provide, for each Customer who sets up a profile within the PSN system, real - time access to such Customer's account information (but not the information of any other Customer) through the Site. If applicable, PSN will inform each Customer of the charge and amount of any subscription and /or fees or charges for the Services that will be charged to the Customer for the Services. PSN agrees to indemnify and hold harmless Account Holder from all claims and liabilities arising out of a dispute based on non- disclosure of PSN Fees to Customers. Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 1 Payment Service Network, Inc. 12901 International Lane, Madison WI 53704 1 www.PaymentServiceNetwork.com PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT d. PSN will provide Account Holder with Check 21 services as described in, and on the terms and conditions set forth in, the Check 21 Addendum if Account Holder provides PSN with a written request for such services. Account Holder agrees to be bound by the terms of such Addendum if it elects to receive such services. e. PSN will provide Account Holder with V Post services as described in, and on the terms and conditions set forth in, the V Post Addendum if Account Holder provides PSN with a written request for such services. Account Holder agrees to be bound by the terms of such Addendum if it elects to receive such services. f. PSN will provide Cash Distribution services as described in, and on the terms and conditions set forth in, the Cash Distribution Addendum if Account Holder provides PSN with a written request for such services. Account Holder agrees to be bound by the terms of such Addendum if it elects to receive such services. g. PSN will provide a non - exclusive license to use a Customized Mobile App as described in, and on the terms and conditions set forth in, the Mobile Application Addendum if Account Holder provides PSN with a written request for such services. Account Holder agrees to be bound by the terms of such Addendum if it elects to receive such services. h. PSN will maintain a Payment Card Industry ( "PCI ") Level 1 security certification (or other succeeding security standard required of PSN by PCI) to ensure security of Customer and Account Holder data. 3. PSN reserves the right to modify the Services and Fees and service charges chargeable to Account Holder or its Customers in its sole discretion from time to time. PSN will notify Account Holder of material modifications to the Services or Fees and service charges by electronic means to a designated representative of Account Holder or by written notice at least thirty (30) days prior to the effective date of any such modifications. Account Holder also consents to receiving from PSN any Federal tax statements or other notices required by Federal, State or Local law in an electronic format. 4. Account Holder agrees to cooperate with PSN in resolving any disputes between Account Holder and Customers in a timely manner, reaffirming that PSN is only a payment intermediary and does not own the property or business or represent the Account Holder or Customer in such disputes. Disputed transactions and chargeback's will be handled in the following manner: a. Credit Card Transactions PSN will notify Account Holder via electronic mail of any disputed credit card payments or chargebacks from Account Holder's Customers. Account Holder agrees to follow its standard operating procedures to resolve such disputed or charge- backed credit card payments and work with PSN, the credit card company, or its agents to investigate any such cases and assist in resolving any such claims. 2. Account Holder will be charged a fee of Nine dollars ninety -five cents ($9.95) for each chargeback that is ultimately allowed, at which time, Account Holder gives PSN the authorization to automatically debit Account Holder's account for the total of the original transaction plus the Nine dollars ninety-five cents ($9.95) chargeback fee for the purpose of charging it back to the Customer. b. ACH - Checking and Savings Account Transactions, Bank Bill Pay and Check 21 Transactions: 1. Problem transactions: NSF, Invalid Account, Receiver's Account Closed, No Account, Stopped Payment, Account Frozen, Customer Does Not Authorize Payment, RDFI Not ACH Member and /or any other Return Reason Codes as labeled in NACHA Processing Guidelines will be resolved in the following manner: a. PSN will notify Account Holder and Customer of said problem; Note: Bank interchange rates are subject to change: therefore, this quote is valid for 15 days front dare of issue. 2 Payment Service Network, Inc. 1 2901 International Lane, 0dadison WI 53704 1 wwna.PaymentServiceNetwork.com PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT b. PSN will stop payment if funds have not already been deposited or, if directed by Customer, process another transaction for Customer. c. In the event that PSN, within one (1) business day, cannot collect the appropriate information from Customer in order to complete the reprocessing of the Customer's transaction and funds from said transaction have been deposited into Account Holder's account, PSN will debit Account Holder's account for a total sum of the original deposit for said transaction. 5. The initial term of this Agreement shall be for a period of three (3) years commencing on the date that the first payment transaction is processed by PSN for any Customers under this Agreement (the "Initial Term "), and shall automatically extend for additional periods of one (1) year (each, an "Extension Term ") unless one of the parties provides the other party with written notice of termination of this Agreement at least sixty (60) days prior to the end of the Initial Term or any Extension Term. Notwithstanding the foregoing, Account Holder may terminate this Agreement upon ninety (90) days' prior written notice and payment of Five Hundred Fifty Dollars ($550.00) to PSN as an early termination fee, provided however, that no early termination fee shall be due or payable by Account Holder if it terminates this Agreement under this Section within thirty (30) days of the date on which PSN delivers notice of material modifications to the Services, Fees or service charges under Section 3 of this Agreement other than increases of fees and service charges that are attributable to direct pass through increases from PSN's merchant bank. PSN will process all payments received prior to the date of termination and forward them to Account Holder's account. No Payments will be accepted from Customers after the date of termination. All obligations of Account Holder arising from transactions prior to termination shall survive termination of this Agreement. PSN will notify all Customers registered on the Site as to the termination of this Agreement and inform such Customers that future payments are to be made directly to Account Holder. Notwithstanding any termination of this Agreement, for a period of one hundred eighty (180) days after such termination, Account Holder acknowledges and agrees that PSN shall have the right to automatically withdraw any amounts from Account Holder's depository account that PSN would otherwise have the right to withdraw during the term of this Agreement, including without limitation, credit card chargebacks, the reversal of any Customer payments deposited by PSN into Account Holder's account for which there are insufficient funds, and other disputed charges and problem transactions specified in paragraph 4 of this Agreement. 6. This Agreement may not be assigned by Account Holderwithout PSN's prior written consent. If PSN gives consent to assignment of this Agreement by Account Holder as set forth above, PSN reserves the right to charge the assignee the Setup Fees shown in Schedule B. PSN may assign this Agreement. 7. This Agreement and the Services to be provided by PSN hereunder in no way alters or modifies the obligations contained in the agreements, if any, between Account Holder and Customers. 8. Account Holder represents, warrants and covenants to PSN that PSN is authorized to collect payments from the Customers for which Account Holder provides PSN the required information. Account Holder further represents, warrants and covenants to PSN: (a) Account Holder has the authority to enter into this Agreement and perform its obligations set forth therein; (b) Account Holder will provide all reasonable assistance to PSN and its subcontractors in providing the Services set forth herein; (c) Account Holder and its authorized users will only use the Services for lawful purposes and in compliance with the rules and regulations of the applicable payment processors (including, without limitation, MasterCard, Visa, Discover and American Express), credit card issuers, and depository account institutions (collectively, the "Rules and Regulations "), and in accordance with PSN's account documentation, policies, specifications, and operating procedures, and will not violate any law of any country or the intellectual property rights of any party; (d) Account Holder shall timely provide all required disclosures to its Customers and obtain any required authorizations pursuant to the Rules and Regulations; (e) Account Holder shall maintain or destroy, as applicable, checks, receipts, and /or payer authorizations in accordance with applicable law and /or retention periods; and (f) Account Holder and its authorized users will Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 3 Payment Service Network, Inc. 12901 International lane. Madison WI 53704 1 wn,)w.PaymentServiceNetrrork.com PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT not (i) sell, lease, distribute, license or sublicense PSN's Site, technology or Services, (ii) engage in spamming, mail - bombing, spoofing or any other fraudulent, illegal or unauthorized use of the Services; (iii) introduce or transmit through the Site, technology or Services, without limitation, via any portion of the Account Holder's computer system that interfaces with the Site, technology or Services, or otherwise, any virus, worm, software lock, drop dead device, trojan -horse routine, trap door, back door, timer, time bomb, clock, counter or other limiting routine, instruction or design or any other codes or instructions that may be used to access, modify, delete, damage, disable or prevent the use of the Site, technology, or services or other computer systems of PSN or its subcontractors; and (iv) should Account Holder receive notice of any claim regarding the Site or Services, Account Holder shall promptly provide PSN with a written notice of such claim. 9. a. Account Holder agrees to defend, indemnify, and hold PSN harmless from and against any third -party claims and /or Customer claims, including any damages, costs, expenses and attorneys' fees to the extent arising, in whole or in part, out of (a) any inaccuracy in or breach of Account Holder's representations and warranties contained in this Agreement; (b) Account Holder's breach of any covenant or obligation contained in this Agreement; (c) any claims or disputes arising under any agreement between Account Holder and a Customer (or any third party) or otherwise relating to the relationship between Account Holder and a Customer (or any third party) including, without limitation, any dispute over the amount owed by a Customer to Account Holder (other than claims relating to PSN fees); and (d) any claims or disputes caused in whole or in part by the information or directions provided to PSN by Account Holder or its agents. b. PSN agrees to defend, indemnify, and hold Account Holder harmless from and against any third -party claims and /or Customer claims, including any damages, costs, expenses and attorney's fees to the extent arising, in whole or in part, out of (a) any inaccuracy in or breach of PSN's representations and warranties contained in this Agreement; (b) PSN's breach of any covenant or obligation contained in this Agreement; and (c) any claims or disputes arising under any agreement between PSN and a Customer (or any third party) or otherwise relating to the relationship between PSN and a Customer (or any third party). PSN's obligations under this paragraph do not apply to any of the foregoing causes to the extent resulting from acts or omissions of Account Holder. 10. PSN and Account Holder are independent contractors and this Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between PSN and Account Holder. Neither PSN nor Account Holder will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein. Notwithstanding the foregoing, Account Holder acknowledges that PSN shall be Account Holder's agent solely for purposes of receiving and processing payments from Account Holder's Customers as provided in this Agreement. 11. PSN represents that it owns and will retain during the term of this Agreement all proprietary rights in and to all development tools, routines, subroutines, applications, software and other materials that PSN may use in connection with implementation and operation of the Site, and has the right to license and otherwise permit Account Holder's and Customers' usage of such Site and other materials in accordance with the terms of the Agreement. This Agreement does not transfer to Account Holder any ownership or proprietary rights in PSN's Site, technology or any work or any part thereof, and all right, title and interest in and to PSN's Site and technology will remain solely with PSN. PSN agrees to indemnify and hold Account Holder harmless from any liabilities or charges, including attorney's fees, arising out of any claim that PSN or Account Holder has infringed the proprietary rights of others in performing the Services under this Agreement or in operating the Site. a. PSN shall notify Account Holder if PSN changes or adds any functionality of the Services as implemented on the Site. Under no circumstance shall PSN offer Customers of Account Holder any community features (such as mail, chat, message boards, or the ability to create home pages) from the Site. PSN shall not, in conjunction with the Site or the Services, use any interstitials Web pages, pop -up windows, other intermediate steps or any other content which acts as a barrier to the transition of a Customer from Account Holder's Web site to the Site. Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 4 Payment Service Network, Inc. 12901 International Lane, Madison WI 53704 1 ,"vw.PaymentServiceNetwork.com PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT b. PSN shall be responsible for providing all customer support regarding the Services or the Site and Account Holder may redirect to PSN any associated customer support inquires. c. PSN's privacy policy shall make any disclosures, or obtain any Customer consent necessary, to make the disclosures about Customers back to Account Holder required by this Agreement. d. Account Holder hereby grants to PSN a non - exclusive, worldwide, revocable right to use Account Holder's domain names, trademarks and logos reasonably necessary for PSN to perform under this Agreement (collectively, the "Marks "). Account Holder may terminate the foregoing right to use the Marks if, in Account Holder's sole discretion, PSN's use of the Marks is not related to PSN's performance under this Agreement or PSN's use of the Marks tarnishes, blurs, diminishes, or dilutes the quality associated with the Marks or the associated goodwill and such inappropriate use is not cured within thirty (30) days of notice of such inappropriate use. Title to and ownership of the Marks shall remain with Account Holder, and PSN shall have no ownership interest in the Marks. PSN shall not take any action inconsistent with Account Holder's ownership of the Marks, and any benefits accruing from the use of such Marks shall automatically vest in Account Holder. 12. PSN WARRANTS THAT IT WILL PERFORM THE SERVICES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. EXCEPT AS SET FORTH IN THE PREVIOUS SENTENCE AND PARAGRAPH 11 ABOVE, PSN AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE SITE, TECHNOLOGY OR SERVICES AND /OR ACCESS TO OR USE OF THE SITE SERVICES OR TECHNOLOGY PROVIDED TO ACCOUNT HOLDER AND /OR ITS CUSTOMERS HEREUNDER. PSN AND ITS SUBCONTRACTORS SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINEGEMENT. PSN AND ITS SUBCONTRACTORS ALSO DO NOT GUARANTEE THAT ACCOUNT HOLDER'S AND /OR ITS CUSTOMERS' ACCESS TO THE SITE OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED, ERROR FREE OR SECURE. PSN AND ITS SUBCONTRACTORS DO NOT GUARANTEE THE ACCURACY OF, AND SPECIFICALLY DISCLAIM LIABILITY FOR, INFORMATION OR DATA THAT IS SUPPLIED OR KEY - ENTERED BY ACCOUNT HOLDER, ACCOUNT HOLDER'S CUSTOMERS OR ACCOUNT HOLDER'S EMPLOYEES OR AGENTS. PSN AND ITS SUBCONTRACTORS DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT OF INTERNET WEB SITES OR OTHER DATA RECEIVED BY ACCOUNT HOLDER OR ACCOUNT HOLDER'S CUSTOMERS VIA THE INTERNET. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT WILL PSN'S LIABILITY TO ACCOUNT HOLDER, CUSTOMERS, OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY ACCOUNT HOLDER AND ITS CUSTOMERSTO PSN FOR THE SERVICES DURING THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED (THE "LIABILITY CAP "). PSN SHALL NOT BE LIABLE TO ACCOUNT HOLDER, CUSTOMERS OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF BUSINESS PROFITS) OR PUNITIVE DAMAGES FOR ANY MATTER ARISING OUT OF OR RELATING TO THE SITE, THE SERVICES, THIS AGREEMENT OR ITS SUBJECT MATTER, EVEN IF PSN HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 13. PSN agrees that all information of Account Holder and Customers, including without limitation, Customers' names, addresses and account numbers, shall be treated as confidential by PSN, shall not be disclosed to any third party (other than to credit card issuers or PSN's processing bank in the performance of this Agreement) except as required by law. PSN agrees not to exploit or use such information except as expressly permitted by this Agreement, and shall not sell, purchase, provide or exchange credit card account number Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 5 Payment Service Network, Inc. 12901 International Lane, Madison WI 53704 1 Nnmw.PaymentServiceNehaork.com PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT information without the written consent of the Customer. PSN will destroy any cardholder information that is no longer necessary in a manner that will render the data unreadable. 14. PSN agrees to procure and maintain the following insurance policies and bond in no less that the following minimum amounts (or such other minimum amounts, if higher, as required by law), with such reasonable deductibles as PSN shall determine: Errors and Omissions Professional Liability Coverage $2,000,000 Each Claim; $2,000,000 Aggregate; $100,000 Deductible Commercial Umbrella Liability Coverage $2,000,000 Each Occurrence; $2,000,000 Aggregate; $10,000 Retained Limit Commercial Crime Coverage $250,000 Form A - Blanket Employee Dishonesty; $250,000 Form B - Forgery or Alteration; $10,000 Form C - Money and Securities; $250,000 Business Service Bond; $2,500 Deductible Commercial General Liability Coverage $2,000,000 General Aggregate; $1,000,000 Each Occurrence; $100,000 Fire Damage; $5,000 Medical Expense Workers Compensation and Employers Liability Coverage $100,000 Accident; $500,000 Policy Limit; $100,000 Each Employee. 15. Account Holder understands that PSN is parry to a Merchant Services Agreement pursuant to which PSN is being provided with certain payment processing services by a member (a "Provider ") of Mastercard, Visa, Discover and /or similar entities (collectively, "Associations "), and that Account Holder is a sub - merchant under said Merchant Services Agreement. Asa conditional precedent to PSN's obligations under this Agreement, Account Holder shall enter into a Sub - Merchant Agreement with the Provider (on Provider's current form) to satisfy the Associations' requirement that the Account Holder have a direct contractual relationship with a member of the Associations. 16. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without application of its conflicts of law principles. For the purpose of any dispute arising under, or related in any way to, the subject matter of this Agreement, the parties agree that such dispute shall be heard exclusively by the federal or state courts situated in Roger or Tulsa County, OK. The parties hereby submit to the exclusive jurisdiction of the federal and state courts situated in Roger or Tulsa County, OK, and agree not to raise any objection to or defense based upon the venue of said courts. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A RIGHT OF TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER OR RELATED IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT. 17. Account Holder will certify to PSN the identity of any person Account Holder has authorized to act as its agent with respect to the Services. Any such person is authorized to, without limitation, take any action on behalf of Account Holder as it relates to any Services. PSN shall be able to conclusively presume that such agency continues until PSN receives written notice to the contrary. PSN may rely on instructions received from such persons and need not make any inquiries to confirm that the instructions are within the scope of the agency. 18. The undersigned warrants and represents that he /she has all requisite authority to execute this Agreement on behalf of Account Holder, and that he /she is authorized to bind Account Holder to the terms of this Agreement. Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 6 Payment Service Network, Inc. 12901 International Lane, . Madison U'JI 53704 1 www.PaymentSeiviceNetwork.com PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT 19. This Agreement may be executed in counterparts. Each such counterpart shall be considered an original, and all of such counterparts shall constitute a single agreement binding the parties as if they had signed a single document. Faxed, photocopied and scanned signatures shall be acceptable to and legally binding on the parties to this Agreement. No party to this Agreement shall raise the use of a facsimile machine, email transmissions, or other electronic transmission to deliver a signature or the fact that any signature or this Agreement were transmitted or communicated through the use of facsimile machine, by email, or otherelectronic transmission as a defense to the formation of a contract and each such party forever waives any such defense. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ACCOUNT HOLDER Company: Signature: Print Name: Title: PAYMENT SERVICE NETWORK, Inc. By: Name: Title: Payment Service Network, Inc. 2901 International Lane, Suite 101 Madison, WI 53704 608 - 442 -5088 Direct; 877- 390 -7368 Toll Free; 608 - 442 -5116 Fax Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 7 Payment Service Network, Inc. 12901 International Lane. Madison WI 53704 1 www.PaymentServiceNetwork.com PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT SCHEDULE "A" TO THE PSN SERVICE AGREEMENT BETWEEN Owasso Public Works Authority AND PSN Date of Agreement: 7/2/2019 Fill out sections I. II and III I. CORPORATE OFFICE INFORMATION Contact Name: Linda Jones Business Legal Name: Owasso Public Works Authority Address: 200 South Main City, State, ZIP: Owasso OK 74055 Telephone: 918 - 376 -1558 Fax: 73- 6069613 Email: Ijones @cityofowasso.com Website: www.cityofowasso.com/ II. LIST OF ADDITIONAL PROPERTIES ACCOUNTS OR SERVICES- (Please use a separate sheet if needed or an Excel spreadsheet if possible.) Total Number Potential Payers Service Description or Property Name Address (If different from Corporate above) (Include: Street Address, City, State, ZIP) Tax ID REQUIRED Last 4 Digits of Checking Account Contact Person (for this account, if different from above) Email (for this account, if different from above) Phone Number (for this account, if different from above) 10000 Utility 73- 6069613 2280 Robyn Bynum rbynum @cityofowa sso.com III. DEPOSITING AND INVOICING INSTRUCTIONS AND REQUEST FOR VOIDED CHECKfS): • Check the box as to how you want PSN to debit its fees from your bank account(s). x PSN should invoice and take its fees from the same bank account(s) to which it is depositing funds ❑ PSN should invoice and take its fees from a different bank account than the one to which it is depositing funds. Last 4 digits of bank account from which PSN takes fees: (please provide voided check, no deposit slips allowed) • Attach to this Agreement, an actual voided check(s) for the bank account that PSN will deposit funds into and, if applicable, a voided check of the account from which PSN will debit its fees. It must be a printed voided check and not a starter check, a deposit slip or other substitute. If it is not possible to attach a voided check(s), then you can attach a letter from your bank(s) on bank letterhead that is legally signed by a bank representative, verifying your checking /savings account number and the bank's routing number. NOTE: If using more than one bank account, mark each voided check to clearly identify which account it represents. • In order to debit fees from your account(s), you may have to inform your bank(s) that Payment Service Network (PSN) is an approved vendor. Once you have signed and returned this Agreement, PSN will provide you with its official NACHA vendor number to provide to your bank(s). Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 8 Payment Service Network, Inc. 12901 International Lane, Madison WI 537041 www.PaymentServiceNetworl(.com PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT SCHEDULE "B" TO THE PSN SERVICE AGREEMENT BETWEEN Owasso Public Works Authority AND PSN (FEE SCHEDULE FOR Utility) The items marked with an "X" are applicable to this Agreement. *per credit card item Net Deposits are Customer payment deposits less Transaction Fees. Gross Deposits are Customer payment deposits including Customer paid Transaction Fees, if any Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 9 Payment Service Network, Inc. 12901 International Lane, Madison WI 53704 1 vravv ✓_PayinentServiceNetworkcom SETUP /EQUIPMENT FEES N One -time Setup Waived NA N Web Customization Basic Included NA N Mobile App Customized Included NA N Training Included NA N Software Integration SunGard Pentemation Included NA ❑ Custom Programming $ NA ❑ Integrated Swipe Credit Card Setup $ NA El Check Scanning Equipment $ NA ❑ Credit Card Swipe Machine $ NA MONTHLY FEES N Gateway including eBill Solution $ 149.00 Paid by Account Holder ❑ Bank Bill Pay eSolution /eCash Solution $ NA N Mobile App Included NA ❑ Outbound Auto -Call Messaging $ NA ❑ Integrated Swiped Credit Card $ NA TRANSACTION FEES (all fees are per item; unless otherwise noted, only one fee will be charged per transaction) N eChecking or e5avings Payment N Online /Mobile /Field Gross Deposit $0.40 Paid by Account Holder N Automated Phone Gross Deposit $0.75 Paid by Account Holder N Text Gross Deposit $0.75 Paid by Account Holder N Live PSN Rep Gross Deposit $1.50 Paid by Account Holder N Credit Card Payments ®MasterCard ®VISA ®Discover ❑AMEX N Online /Mobile /Field Gross Deposit $1.75* Paid by Account Holder N Automated Phone Gross Deposit $1.75* Paid by Account Holder N Text Gross Deposit $1.75* Paid by Account Holder N Live PSN Rep Gross Deposit $1.75* Paid by Account Holder Rates for AMEX (above rates are for all other credit cards) NA N Bank Bill Pay eSolution (bank- issued checks) Gross Deposit $0.25 Paid by Account Holder N BackOffice Auto -Pay Gross Deposit $0.18 Paid by Account Holder ❑ eCash Solution NA $ NA ❑ Auto -Post Check Scanning (Check 21 or RDC) NA $ NA ❑ Advanced Integrated Credit Card Swipe NA $ NA OTHER FEES N Annual Security Compliance (billed annually) Due each December $89.00 Paid by Account Holder 1-1 Outbound Auto -Call Messaging Only answered calls get assessed the fee; recording device pickups are considered answered. 15c per minute, 2- minute minimum NA © NSF (for online and phone check /savings transactions with insufficient funds) $9.95 Paid by Account Holder ❑ NSF (for scanned and VPOST checks) NA N I Chargeback (for credit cards that are disputed) $9.95 Paid by Account Holder *per credit card item Net Deposits are Customer payment deposits less Transaction Fees. Gross Deposits are Customer payment deposits including Customer paid Transaction Fees, if any Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 9 Payment Service Network, Inc. 12901 International Lane, Madison WI 53704 1 vravv ✓_PayinentServiceNetworkcom PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT SCHEDULE "B" continued FEE SCHEDULE Account Holder's designated depository account(s) shall mean any and all depository accounts which Account Holder has designated in a writing delivered to PSN for PSN to make deposits of payments made by Account Holder's Customers /Payees. Account Holder may only change designated depository account(s) upon not less than fifteen (15) days prior written notice to PSN, provided that Account Holder completes and timely delivers to PSN all forms required by PSN to complete the change in designated depository account(s). Account Holder agrees to pay the Setup /Equipment Fees set forth in this Schedule B upon execution of this Agreement. Account Holder agrees to pay Monthly Fees set forth in this Schedule B on or about the first day of each month. All such Setup /Equipment and Monthly Fees are non - refundable and will be automatically withdrawn by PSN via auto debit from the Account Holder's designated depository account(s) as set up with PSN or, at PSN's option, deducted from Customer payments before such payments are deposited into Account Holder's designated depository account. Account Holder agrees to pay Transaction Fees and Other Fees as designated in Schedule B. PSN shall, at PSN's option, (a) deduct Transaction Fees and Other Fees from Customer payments before such payments are deposited into Account Holder's designated depository account and /or (b) auto -debit from Account Holder's depository account(s) on or around the first of every month the total of all Transaction Fees and Other Fees incurred during the immediately preceding month which were deposited into the Account Holder's depository account. PSN will endeavor to have Customer payments deposited into Account Holder's designated account or accounts within three (3) banking days of payment, however, Account Holder acknowledges that it may take up to five (5) banking days to complete such deposits due to bank notification times and different deposit frequencies from the credit card processors to PSN. A "banking day" is a day of the week on which a bank or financial institution is open to the public for carrying on all of its banking functions (i.e., Monday through Friday, excluding Saturday, Sunday and legal holidays). PSN acknowledges and agrees that all amounts received from Customers less per item Transaction Fees collected by PSN, and less any Monthly Fees and Other Fees (collectively, "Fees ") owed by Account Holder, will be the property of the Account Holder and PSN will have no right to retain such amounts for any reason, including, without limitation, pursuant to any rules of bankruptcy or insolvency. PSN will function as a repository for the net funds and not as owner of the net funds at any time (otherthan the Fees owed to PSN). PSN's failure to deduct or auto -debit any Setup /Equipment Fees, Monthly Fees, Transaction Fees or Other Fees ( "Unpaid Fees ") does not forfeit PSN's right to collect such Unpaid Fees from Account Holder at a later date, and Account Holder agrees to pay such Unpaid Fees to PSN. PSN is hereby granted a security interest in amounts received from Customers to secure payment of the Unpaid Fees, and shall have a contractual right of offset against amounts received from Customers equal to the amount of Unpaid Fees. ACCOUNT HOLDER: Signature: Print Name: Date: Title: Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 10 Payment Service Network, Inc. 1 2901 International Lane, Madison WI 53704 1 www.PaymentServiceNetwork.com OWASSO PUBLIC WORKS AUTHORITY OWASSO, OKLAHOMA RESOLUTION 2019 -03 A RESOLUTION OF THE OWASSO PUBLIC WORKS AUTHORITY, OWASSO, OKLAHOMA, ESTABLISHING A NEW FEE RELATED TO UTILITY SERVICES AND ESTABLISHING AN EFFECTIVE DATE WHEREAS, The Owasso Public Works Authority (OPWA) was created as a Title 60 Public Trust; and WHEREAS, The OPWA incurs an additional cost to process utility payments made using a credit card; and, WHEREAS, the Trustees of the OPWA desire to establish the following fee schedule for utility payments made using a credit card. NOW THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY, THAT: SECTION ONE: From and after the effective date of this Resolution, the following fee is established for Utility Billing Customer Services: Credit Card Convenience Fee Per Transaction $1.35 SECTION TWO: Provisions of this Resolution shall become effective October 1, 2019. ATTEST: Juliann M. Stevens, Authority Secretary APPROVED AS TO FORM: PASSED AND APPROVED this 161h day of July, 2019. Chris Kelly, Chair Julie Lombardi, Authority Attorney REAL PeoPlo • PEAL ClnraeW REALCOmmunlry TO: The Honorable Mayor and City Council The Honorable Chair and Trustees Owasso Public Works Authority FROM: Linda Jones, Finance Director SUBJECT: Resolutions - Oklahoma Water Resources Board (OWRB) Promissory Note, Series 2019 DATE: July 12, 2019 BACKGROUND: On Tuesday, March 19, the Owasso Public Works Authority (OPWA) Trustees approved bond council and financial advisor professional service agreements needed to file an application with the Oklahoma Water Resources Board (OWRB) for financing certain OPWA water and wastewater system improvements. OWRB SERIES 2019 PROMISSORY NOTE: The proposed Promissory Note would finance the following water and stormwater projects: • Upgrade of the Wastewater Treatment Plant • Upgrade of Coffee Creek sewer lift station • Upgrade Smith Farm gravity sewer line • Upgrade Ranch Creek sewer interceptor, 96th to 116th As a public trust of the City, the OPWA cannot incur debt without the approval of the City Council. City Resolution 2019 -15 authorizes the OPWA to issue its Promissory Note, Series 2019. The resolution also ratifies and confirms existing agreements between the City and the OPWA and provides various other requirements of the financing. OPWA Resolution 2019 -04, authorizes the issuance of Promissory Note, Series 2019 up to $26,750,000. The resolution also ratifies and confirms existing agreements between the City and the OPWA, provides various other requirements of the financing and authorizes the execution of all documents related to the transaction. CITY COUNCIL RECOMMENDATION: Staff recommends approval of Resolution 2019 -15, a Resolution of the City of Owasso, Oklahoma (the "City ") approving action taken by The Owasso Public Works Authority (the "Authority ") authorizing issuance, sale and delivery of the Authority's Series 2019 Promissory Note to Oklahoma Water Resources Board; ratifying and confirming a Lease Agreement; authorizing documents pertaining to a year -to -year pledge of certain sales tax revenue; and containing other provisions related thereto. OPWA RECOMMENDATION: Staff recommends OPWA Trustee approval of OPWA Resolution 2019 -04, a Resolution of The Owasso Public Works Authority (the "Borrower ") authorizing a loan from the Oklahoma Water Resources Board in the total aggregate principal amount of not to exceed $26,750,000; approving the issuance of a Series 2019 Promissory Note to Oklahoma Water Resources Board in the total aggregate principal amount of not to exceed $26,750,000, secured by a pledge of revenues and authorizing its execution; designating a Local Trustee; approving and authorizing the execution of a Trust Agreement; approving and authorizing the execution of a Loan Agreement; approving and authorizing the execution of a Security Agreement; ratifying and confirming a Lease Agreement; approving and authorizing a Note Purchase Agreement; authorizing documents pertaining to a year -to -year pledge of certain sales tax revenue; approving various covenants; approving and authorizing payment of fees and expenses; and containing other provisions relating thereto. ATTACHMENTS: City Council Resolution 2019 -15 OPWA Resolution 2019 -04 OWASSO PUBLIC WORKS AUTHORITY OWASSO, OKLAHOMA RESOLUTION NO. 2019-04 A RESOLUTION OF THE OWASSO PUBLIC WORKS AUTHORITY (THE "BORROWER ") AUTHORIZING A LOAN FROM THE OKLAHOMA WATER RESOURCES BOARD IN THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $26,750,000.00; APPROVING THE ISSUANCE OF A SERIES 2019 PROMISSORY NOTE TO OKLAHOMA WATER RESOURCES BOARD IN THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $26,750,000.00, SECURED BY A PLEDGE OF REVENUES AND AUTHORIZING ITS EXECUTION; DESIGNATING A LOCAL TRUSTEE; APPROVING AND AUTHORIZING THE EXECUTION OF A TRUST AGREEMENT; APPROVING AND AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT; APPROVING AND AUTHORIZING THE EXECUTION OF A SECURITY AGREEMENT; RATIFYING AND CONFIRMING A LEASE AGREEMENT; APPROVING AND AUTHORIZING A NOTE PURCHASE AGREEMENT; AUTHORIZING DOCUMENTS PERTAINING TO A YEAR -TO -YEAR PLEDGE OF CERTAIN SALES TAX REVENUE; APPROVING VARIOUS COVENANTS; APPROVING AND AUTHORIZING PAYMENT OF FEES AND EXPENSES; AND CONTAINING OTHER PROVISIONS RELATING THERETO WHEREAS, The Owasso Public Works Authority, Tulsa County, Oklahoma (the "Borrower "), was organized under Title 60, Oklahoma Statutes 2011, Sections 176- 180.4, as amended, for the purpose of furthering the public functions of the City of Owasso, Oklahoma (the "City "); and WHEREAS, the Borrower is authorized and has determined to finance the costs of certain improvements to the Borrower's sanitary sewer system (the "Project ") in order to better serve the customers of said Borrower and in payment of part of the cost thereof, to seek money in the form of a loan from the Oklahoma Water Resources Board (the "Board ") in the amount of not to exceed $26,750,000.00; and WHEREAS, The Owasso Public Works Authority has heretofore issued its (i) Series 2001A Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated June 27, 2001, issued in the original principal amount of $1,029,535.03; (ii) Series 2002A Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated December 30, 2002, issued in the original principal amount of $886,417.88; (iii) Series 2009B Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated December 8, 2009, issued in the original principal amount of $10,795,000.00; (iv) Series 2009C Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated December 8, 2009, issued in the original principal amount of $4,510,000.00; (v) Series 2011 Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated November 17, 2011, issued in the original principal amount of $3,115,000.00; and (vi) Series 2013 Clean Water SRF Promissory Note to Oklahoma Water Resources Board dated December 13, 2013, issued in the original principal amount of $3,425,000.00 (collectively, the "Existing Indebtedness "); and WHEREAS, the Board has approved a loan application of the Borrower and the Borrower has determined to borrow money from the Board for the purpose of financing the Project and to evidence such loan by the issuance of the Borrower's Series 2019 Promissory Note to Oklahoma Water Resources Board in the original principal amount of not to exceed $26,750,000.00 (the "2019 Note "), said 2019 Note being secured by a lien on the revenues derived from the water, sanitary sewer, garbage and trash collection systems and the Bailey Ranch Golf Club (collectively, the "System ") and the revenue generated pursuant to a two percent (2 %) sales tax received by the Borrower from the City, which sales tax is levied pursuant to Ordinance No. 103 of the City, as Resolution 2019 -04 Page 7 of 5 amended by Ordinance No. 153 of said City (the "Limited Sales Tax Revenue "); provided, said pledge and lien shall be on a parity in all respects with the Borrower's Existing Indebtedness; and WHEREAS, it is the desire of the Owasso Public Works Authority to authorize the execution and delivery of any and all documents necessary or attendant to the issuance of the 2019 Note. NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA: SECTION 1. INDEBTEDNESS AUTHORIZED. The Owasso Public Works Authority (the "Authority is hereby authorized to accept said loan and issue its 2019 Note payable to the Board and secured by a pledge of revenue derived from the operation of the System. The officers of the Owasso Public Works Authority are hereby authorized and directed to execute said 2019 Note and to do any and all lawful things to effect said loan and secure said loan from the Board. The principal amount of the 2019 Note shall not exceed $26,750,000.00, the True Interest Cost on the 2019 Note shall not exceed 4.25% per annum, and the maturity date shall be not later than October 1, 2049. The Chairman or Vice Chairman shall be authorized to execute a Certificate of Determination establishing the principal amount, maturity, and rate of interest on the 2019 Note. SECTION 2. DESIGNATION OF LOCAL TRUSTEE. The Owasso Public Works Authority hereby designates BancFirst, to serve as the Local Trustee of certain funds in relation to the 2019 Note. SECTION 3. EXECUTION OF TRUST AGREEMENT. The Trust Agreement by and between Owasso Public Works Authority and the Local Trustee, pertaining. to the 2019 Note is hereby approved and the Chairman or Vice Chairman and Secretary or Assistant Secretary are hereby authorized to execute same for and on behalf of the Borrower, and to do all other lawful things to carry out the terms and conditions of said Trust Agreement. SECTION 4. EXECUTION OF LOAN AGREEMENT. The Loan Agreement by and between Owasso Public Works Authority and the Board (the "Loan Agreement ") is hereby approved and the Chairman or Vice Chairman and Secretary or Assistant Secretary are hereby authorized to execute same for and on behalf of the Borrower, and to do all other lawful things to carry out the terms and conditions of said Loan Agreement, SECTION 5. EXECUTION OF SECURITY AGREEMENT. The Security Agreement by the Owasso Public Works Authority in favor of the Board (the "Security Agreement "), whereby the Borrower gives a lien on the revenues of the System to the Board to secure payment of the 2019 Note is hereby approved and the Chairman or Vice Chairman and Secretary or Assistant Secretary are hereby authorized to execute same for and on behalf of the Borrower, and do all other lawful things to carry out the terms and conditions of said Security Agreement. SECTION 6. LEASE AGREEMENT. The Lease dated July 31, 1973, as amended by an Amendment to Lease dated as of July 1, 1996, between the City and the Owasso Public Works Authority (collectively, the "Lease Agreement "), whereby the City leases its water, sanitary sewer, garbage and trash collection systems and the Bailey Ranch Golf Club to the Borrower, is hereby ratified and confirmed and the term of said Lease, as amended, shall extend until the 2019 Note is paid. SECTION 7. NOTE PURCHASE AGREEMENT. The Owasso Public Works Authority hereby approves the Note Purchase Agreement by and between the Borrower and the Board (the "Note Purchase Agreement ") and the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Resolution 2019 -04 Page 2 of 5 Owasso Public Works Authority be and are hereby authorized to execute and deliver said Note Purchase Agreement. SECTION 8. SALES TAX PLEDGE. That the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Owasso Public Works Authority be and are hereby authorized to execute and deliver any and all documentation on behalf of the Borrower pertaining to the year -to -year pledge of the Limited Sales Tax Revenue for purposes of securing the 2019 Note. SECTION 9. COVENANTS OF BORROWER. Until payment in full of the 2019 Note and performance of all obligations owing to the Board under the Loan Agreement and the instruments executed pursuant hereto, unless the Board shall otherwise consent in writing, the Borrower hereby represents its intent to abide by and carry out the covenants contained in Security Agreement and the Loan Agreement, which covenants are incorporated herein in their entirety SECTION 10. FEES AND EXPENSES. Upon closing of the referenced loan, the officers of the Borrower are hereby authorized to disburse (from loan proceeds or other available funds of the Borrower) those fees and expenses set forth on Exhibit "A" hereto, together with such other fees and expenses as will be set forth on the Borrower's Closing Order to be executed by the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Borrower. SECTION 11. NECESSARY ACTION. The Chairman or Vice Chairman and Secretary or Assistant Secretary of the Owasso Public Works Authority are hereby further authorized on behalf of the Borrower to approve the disbursement of the proceeds of the 2019 Note and other funds of the Borrower in connection with the issuance of the 2019 Note and the accomplishment of the transaction contemplated herein, and further, to accept, receive, execute, attest, seal and deliver the above mentioned documents and all additional documentation, certifications and instruments and to take such further actions as may be required in connection with the transaction contemplated hereby, including the Letter of Binding Commitment, and are further authorized to approve and make any changes to the documents approved by this Resolution, for and on behalf of the Borrower, the execution and delivery of such documents being conclusive as to the approval of any terms contained therein. Furthermore, the actions of the Borrower with respect to prepayment of the remaining outstanding balance of the Borrower's Series 2010 Promissory Note to Oklahoma Water Resources Board dated June 16, 2010, issued in the original principal amount of $655,000.00, are hereby ratified and confirmed. [Remainder of Page Intentionally Left Blank] Resolution 2019 -04 Page 3 of 5 PASSED AND APPROVED THIS 16TH DAY OF July, 2019. OWASSO PUBLIC WORKS AUTHORITY (SEAL) Chris Kelley, Chair ATTEST: Juliann M. Stevens, Authority Secretary Resolution 2019 -04 Page 4 of 5 Fees and Expenses Paid at Closing Oklahoma Water Resources Board Issuance Costs $200,000.00* The Public Finance Law Group PLLC Legal Fee and Expenses 1.0% of the principal amount of the Note plus $2,500 Municipal Finance Services, Inc. Financial Advisor Fee and Expenses BancFirst Trustee Acceptance Fee 1.0% of the principal amount of the Note plus $2,500 $750.00 * Not to exceed amount; to be established pursuant to Closing Order of the Owasso Public Works Authority Resolution 2019 -04 Page 5 of 5 OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 07/06119 Department Payroll Expenses Total Expenses 400 OPWA Administration 14,942.08 22,253.70 405 Utility Billing 6,448.00 11,849.39 420 Water 15,625.28 25,636.23 450 Wastewater 12,443.93 21,194.52 455 Wastewater Collection 11,950.23 20,454.82 480 Refuse 15,743.59 25,821.82 485 Recycle Center 2,255.20 3,043.10 FUND TOTAL 79,408.31 130,253.58 CITY OF OWASSO OWASSO PUBLIC WORKS AUTHORITY - OPERATING FUND FISCAL YEAR 2018 -2019 Budgetary Basis Statement of Revenues & Expenses As of June 30, 2019 OPERATING EXPENSES: OPWA administration Utility Billing Water Wastewater Refuse & Recycle Debt payments TOTAL OPERATING EXPENSES OPERATING REVENUES OVER /(UNDER) EXPENDITURES NONOPERATING REVENUES (EXPENSES): Interest Other revenues /(expenses) Transfers in Transfers out TOTAL NONOPERATING REVENUES (EXPENSES) LONG -TERM DEBT PROCEEDS AND EXPENDITURES: Proceeds of long -term debt Expenditures of long -term debt TOTAL LONG -TERM DEBT PROCEEDS AND EXPENDITURES NET INCOME (LOSS) ENCUMBRANCES OUTSTANDING $ (83,990) (39,501) (542,144) (466,852) (158,492) (119,193) $ (1,410,171) $ (1,096,673) (474,425) (4,196,877) (2,985.954) (1,203,428) (1,765,022) $ (11,722,380) $ (1,274,598) (521,269) (4,585,349) (3,866,383) (1,440,705) (2,063,500) $ (13,751,804) $ (287,348) _ $ $ (139,337) $ 5,432 $ 61,036 $ 34,600 2,110 28,056 2,255 (326,201) (326,201) (326,201) $ (318,660) $ (237,109) $ (289,346) $ 82,030 $ 17,065,803 $ 30,221,086 (82,030) (17,065,803) (30,221,086) $ (606,008) $ 1,549,672 $ (428,683) FUND BALANCE (Budgetary Basis) Beginning Balance 1,503,028 1,503,028 Ending Balance $ 2,162,090 $ 1,074,345 86.04% 91.01% 91.53% 77.23% 83.53% 85.54% 85.24% 176.40% 1244.16% 0.00% 100.00% MONTH YEAR PERCENT TO -DATE TO -DATE BUDGET OF BUDGET OPERATING REVENUES: Water $ 510,365 $ 6,217,511 $ 6,422,450 96.81% Wastewater 387,894 4,742,187 4,731,475 100.23% Refuse & recycle 201,198 2,260,734 2,199,492 102.78% Other Utility fees 23,366 288,730 259,050 111.46% TOTAL OPERATING REVENUES $ 1,122,823 $ 13,509,161 $ 13,612,467 99.24% OPERATING EXPENSES: OPWA administration Utility Billing Water Wastewater Refuse & Recycle Debt payments TOTAL OPERATING EXPENSES OPERATING REVENUES OVER /(UNDER) EXPENDITURES NONOPERATING REVENUES (EXPENSES): Interest Other revenues /(expenses) Transfers in Transfers out TOTAL NONOPERATING REVENUES (EXPENSES) LONG -TERM DEBT PROCEEDS AND EXPENDITURES: Proceeds of long -term debt Expenditures of long -term debt TOTAL LONG -TERM DEBT PROCEEDS AND EXPENDITURES NET INCOME (LOSS) ENCUMBRANCES OUTSTANDING $ (83,990) (39,501) (542,144) (466,852) (158,492) (119,193) $ (1,410,171) $ (1,096,673) (474,425) (4,196,877) (2,985.954) (1,203,428) (1,765,022) $ (11,722,380) $ (1,274,598) (521,269) (4,585,349) (3,866,383) (1,440,705) (2,063,500) $ (13,751,804) $ (287,348) _ $ $ (139,337) $ 5,432 $ 61,036 $ 34,600 2,110 28,056 2,255 (326,201) (326,201) (326,201) $ (318,660) $ (237,109) $ (289,346) $ 82,030 $ 17,065,803 $ 30,221,086 (82,030) (17,065,803) (30,221,086) $ (606,008) $ 1,549,672 $ (428,683) FUND BALANCE (Budgetary Basis) Beginning Balance 1,503,028 1,503,028 Ending Balance $ 2,162,090 $ 1,074,345 86.04% 91.01% 91.53% 77.23% 83.53% 85.54% 85.24% 176.40% 1244.16% 0.00% 100.00%