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Home My WebLink About2019 04_OPWA_Debt Issuance OWRB_2019.07.16OWASSO 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 20098 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 1 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. (SEAL) OWASSO PUBLIC WORKS AUTHORITY of Kelley, Q 90 : O Stevens, utho6ty Secr FSr,..,el�px4ti. Resolution 2019 -04 Page 4 of 5 EXHIBIT "A" 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 s� REAL pppplp •REAL CMrader • RFAL Cpmmuniry TO: The Honorable Mayor and City Council The Honorable Chair and Trustees Owasso Public Works Authority FROM: Linda Jones, Finance Director APPROVED BY TRUSTEES JUL 16 2019 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