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HomeMy WebLinkAbout2007.08.21_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY TYPE OF MEETING: Regular DATE: August 21, 2007 TIME: 6:30 p.m. PLACE: Council Chambers, Old Central Building 109 N. Birch Notice and agenda filed in the office of the City Clerk and posted at City Hall at 5:00 p.m. on Friday, August 17, 2007. rJ6 )A J_�,YD J liann M. Stevens, Dep ty City Clerk AGENDA 1. Call to Order Chairman Stephen Cataudella 2. Flag Salute 3. Roll Call 4. 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. Approval of the Minutes of the August 7, 2007 Regular Meeting. Attachment #4 -A B. Approval of Claims. Attachment #4 -B C. Acknowledgement of receiving the monthly FY 2007 -2008 budget status report. Attachment # 4 -C WACITY COUNCIL AGENDAS\2007\0821 \OPWA agenda.doc Owasso Public Works Authority August 21, 2007 Page 2 5. Consideration and appropriate action relating to a request for Trustee approval of Resolution No. 2007 -07, a resolution authorizing the issuance of a revenue anticipation note and authorizing the transfer of proceeds of the note to the Stormwater Management Fund of the City of Owasso; and containing other provisions relating thereto. Ms. Bishop Attachment #5 Staff will recommend Trustee approval of Resolution No. 2007 -07 providing financing for the N. Garnett Road Regional Detention Facility. 6. Consideration and appropriate action relating to a request for Trustee approval of a Budget Amendment increasing estimated revenues and increasing the appropriation for expenditures. Ms. Bishop Attachment #6 Staff will recommend OPWA Trustee approval of a budget amendment increasing estimated revenues by $3,550,000 and by $3,550,000. 7. Report from OPWA Manager. 8. Report from OPWA Attorney. 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. WACITY COUNCIL AGENDAS \2007\0821 \OPWA_agenda.doc OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, August 7, 2007 The Owasso Public Works Authority met in regular session on Tuesday, August 7, 2007 in the Council Chambers at Old Central per the Notice of Public Meeting and Agenda posted on the City Hall bulletin board at 5:00 p.m. on Friday, August 3, 2007. ITEM 1. CALL TO ORDER The meeting was called to order at 7:30 p.m. ITEM 2. ROLL CALL PRESENT ABSENT Steve Cataudella, Chair D.J. Gall, Vice Chair Doug Bonebrake, Trustee Susan Kimball, Trustee A quorum was declared present. STAFF Rodney J. Ray, Authority Manager Julie Lombardi, Authority Attorney ITEM 3. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR TRUSTEE APPROVAL OF THE CONSENT AGENDA A. Approval of Minutes of the July 17, 2007 Regular Meeting. B. Approval of Claims. C. Approval of the Certificate of Completion and Distribution of the 2007 Annual Water Quality Report and authorization for the Chairman to execute all necessary documentation Mr. Gall moved, seconded by Ms. Kimball, to approve the OPWA Consent Agenda with claims totaling $280,242.05 and payroll claims totaling $70,241.05. YEA: Bonebrake, Cataudella, Gall, Kimball NAY: None Motion carried 4 -0. Owasso Public Works Authority August 7, 2007 ITEM 4. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR TRUSTEE APPROVAL OF A SUPPLEMENTAL APPROPRIATION INCREASING EXPENDITURES IN THE FISCAL 2008 BUDGET Ms. Hess presented the item. Ms. Kimball moved, seconded by Mr. Gall, for Trustee approval of a supplemental appropriation increasing expenditures in the OPWA Fund by $166,627 in order to continue fiscal 2007 projects into the 2008 fiscal year. YEA: Bonebrake, Cataudella, Gall, Kimball NAY: None Motion carried 4 -0. ITEM 5. REPORT FROM OPWA MANAGER No report ITEM 6. REPORT FROM OPWA ATTORNEY No report ITEM 7. NEW BUSINESS None ITEM 8. ADJOURNMENT Ms. Kimball moved, seconded by Mr. Bonebrake, to adjourn. YEA: Bonebrake, Cataudella, Gall, Kimball NAY: None Motion carried 4 -0 and the meeting was adjourned at 7:33 p.m. Pat Fry, Minute Clerk 2 Steve Cataudella, Chairman OPWA CLAIMS TO BE PAID 08/21/07 VENDOR DESCRIPTION AMOUNT TREASURER PETTY CASH MD REFUND - AREHART 10.64 TREASURER PETTY CASH REFUND -BROWN 69.71 BAPTIST RETIREMENT CENTERS WATER TAP REFUND 700.00 CAPITAL HOMES SEWER TAP REFUND 400.00 SIMMONS HOMES SEWER TAP REFUND 400.00 REFUND TOTAL 1,580.35 WAL -MART OPERATING SUPPLIES 207.78 WAL -MART CHARACTER TRAINING 41.64 OFFICE DEPOT OFFICE SUPPLIES 283.17 UNIFIRST HOLDINGS UNIFORM /PROTECTIVE CLOTHING 59.60 SAMS CLUB OPERATING SUPPLIES 157.90 AEP /PSO 07107 USE 824.01 OKLAHOMA NATURAL GAS 07/07 USE 53.42 LOWES HOME IMPROVEMENT HOLE SAW 20.88 TERMINIX MAINT SERVICE 46.00 A PLUS SERVICE AC REPAIR 1,742.00 AT &T 07/07 USE 281.71 THE FADLER COMPANY CHARACTER TRAINING 66.26 ADMINISTRATION DEPT TOTAL 3,784.37 OFFICE DEPOT OFFICE SUPPLIES 6.29 MID - AMERICA COLLECTION SERVICES COLLECTION SERVICES 19.38 JPMORGAN CHASE COMMERCIAL CARD VERIFONE -PC CHARGE 750.68 KATHLEEN A BALSIGER METER READER 317.25 DAVID R. OLINGHOUSE METER READER 446.85 TYRONE EUGENE DINKINS METER READER 357.30 TOMMY G ARRINGTON METER READER 127.80 MARK MEYER METER READER 560.70 MARK MEYER METER READER 376.65 KATHLEEN A BALSIGER METER READER 162.00 DAVID R. OLINGHOUSE METER READER 270.45 NOLAN RAY LANE METER READER 76.50 TYRONE EUGENE DINKINS METER READER 233.55 TECHNICAL PROGRAMMING SERVICES BILLING SERVICE 1,091.26 CHOICEPAY BILLING SERVICE 24.00 UTILITY BILLING DEPT TOTAL 4,820.66 WATER PRODUCTS METER 1,890.00 WATER PRODUCTS REPAIR /MAINT SUPPLIES 1,663.80 CROW BURLINGAME COMPANY MAINT SUPPLIES 5.70 UNIFIRST HOLDINGS UNIFORM /PROTECTIVE CLOTHING 87.38 ATWOODS WORK BOOTS - HOFFMAN 134.95 GEORGE & GEORGE SAFETY & GLOVE UNIFORMS /PROTECTIVE CLOTHING 43.91 T -SHIRT EXPRESS UNIFORM /PROT CLOTHING 87.33 WATER PRODUCTS REPAIR /MAINT SUPPLIES 766.14 BROWN FARMS SOD 60.00 FUELMAN FUEL 1,042.17 LOWES HOME IMPROVEMENT MAINT SUPPLIES 18.94 AEP /PSO 07/07 USE 304.15 WATER DEPT TOTAL 6,104.47 VENDOR DESCRIPTION AMOUNT OFFICE DEPOT OFFICE SUPPLIES 18.58 SAMS CLUB OPERATING SUPPLIES 20.36 LAB SAFETY SUPPLY LAB SUPPLIES 46.85 BAILEY EQUIPMENT SUPPLIES 6.90 ESTES, INC CHEMICALS 165.00 UNIFIRST HOLDINGS UNIFORM /PROTECTIVE CLOTHING 87.62 GEORGE & GEORGE SAFETY & GLOVE UNIFORMS /PROTECTIVE CLOTHING 43.91 T -SHIRT EXPRESS UNIFORM /PROT CLOTHING 87.33 ATWOODS SUPPLIES - CLARIFIER 38.50 CLASSIC GOLF CARTS REPAIR MOTOR 350.00 FUELMAN FUEL 476.39 BAILEY EQUIPMENT EQUIPMENT 139.99 ECOLOGICAL RESEARCH MANAGEMENT SLUDGE ANALYSIS 894.30 AEP /PSO 07/07 USE 16,859.55 TERMINIX MAINT SERVICE 47.00 HAYNES EQUIPMENT COMPANY INSTALL -METER TRANSDUCER 237.55 AT &T 07/07 USE 114.52 JPMORGAN CHASE COMMERCIAL CARD TRAVEL - PRIDGEN 40.02 JPMORGAN CHASE COMMERCIAL CARD DEQ EXAM - ALWERT 40.00 JPMORGAN CHASE COMMERCIAL CARD TRAVEL - PRIDGEN 120.00 JPMORGAN CHASE COMMERCIAL CARD TRAVEL - PRIDGEN 12.77 JPMORGAN CHASE COMMERCIAL CARD TRAVEL - PRIDGEN 24.99 USA BLUE BOOK DIGITAL PLATFORM SCALE 1,232.47 WW TREATMENT PLANT DEPT TOTAL 21,104.60 UNIFIRST HOLDINGS UNIFORM /PROTECTIVE CLOTHING 60.16 ATWOODS WORK BOOTS -EATON 78.99 GEORGE & GEORGE SAFETY & GLOVE UNIFORMS /PROTECTIVE CLOTHING 43.91 T -SHIRT EXPRESS UNIFORM /PROT CLOTHING 87.34 ATWOODS MISC HARDWARE 7.49 FUELMAN FUEL 1,033.19 AEP /PSO 07/07 USE 5,611.01 OKLAHOMA NATURAL GAS 07/07 USE 113.02 AT &T 07/07 USE 194.15 WASTEWATER DEPT TOTAL 7,229.26 AUTOZONE DRILL BIT -CART REPAIRS 7.98 AUTOZONE RETURN - SUPPLIES -8.30 GRAINGER CART REPAIR 8.62 UNIFIRST HOLDINGS UNIFORM /PROTECTIVE CLOTHING 66.76 GELLCO UNIFORMS & SHOES WORK BOOTS - BURTON 85.49 GEORGE & GEORGE SAFETY & GLOVE UNIFORMS /PROTECTIVE CLOTHING 43.95 T -SHIRT EXPRESS UNIFORM /PROT CLOTHING 87.34 ALSUMA TRUCK & EQUIP REPAIR VEHICLE MAINT /REPAIR 1,824.50 CUMMINS SOUTHERN PLAINS VEHICLE MAINT 213.91 FUELMAN FUEL 5,881.49 AT &T 07/07 USE 19.08 US CELLULAR CELL PHONE USE 56.31 REFUSE DEPT TOTAL 8,287.13 UNIFIRST HOLDINGS UNIFORM /PROTECTIVE CLOTHING 12.54 AEP /PSO 07/07 USE 90.49 AT &T 07/07 USE 19.08 VENDOR DESCRIPTION AMOUNT BAILEY EQUIPMENT LAWN MAINT- EDGER /BACK PACK BLOWER 872.97 RECYCLE DEPT TOTAL 995.08 OPWA OPERATING FUND TOTAL 53,905.92 THE BANK OF NEW YORK TRUST CO PROMISSORY NOTE 2006 177,257.56 CAPITAL IMPROVEMENTS FUND TOTAL 177,257.56 HOME DEPOT DEVELOPMENT AGREEMENT 6,330.05 OPWA SALES TAX FUND TOTAL 6,330.05 SF MARKETPLACE INVESTORS DEVELOPMENT AGREEMENT 82,366.36 OPWA SALES TAX SUB ACCT FUND TOTAL 82,366.36 OPWA GRAND TOTAL 319,859.89 OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE DEPARTMENT 8/4/2007 OVERTIME TOTAL EXPENSES EXPENSES FUND TOTAL ;.... ;000.551 CITY OF OWASSO OWASSO PUBLIC WORKS AUTHORITY - OPERATING FUND FISCAL YEAR 2007 -2008 Statement of Revenues & Expenses As of July 31, 2007 OPERATING REVENUES: Water Wastewater Refuse & recycle Other fees Interest & other TOTAL OPERATING REVENUES OPERATING EXPENSES: Personal services Materials & supplies Other services Capital outlay Debt service TOTAL OPERATING EXPENSES REVENUES OVER EXPENSES MONTH YEAR PERCENT TO -DATE TO -DATE BUDGET OF BUDGET 264,843 264,843 3,400,000 7.79% 129,859 129,859 1,378,000 9.42% 122,775 122,775 1,309,000 9.38% 32,443 32,443 401,000 8.09% 503 503 26,000 1.93% 550,424 550,424 6,514,000 8.45% 141,007 141,007 2,079,983 6.78% 137,444 137,444 2,930,515 4.69% 70,226 70,226 1,067,865 6.58% 11,980 11,980 677,125 1.77% 360,657 360,657 6,755,488 5.34% 189,767 189,767 (241,488) NET INCOME (LOSS) 189,767 WORKING CAPITAL - Beginning Balance WORKING CAPITAL - Ending Balance 876.381 800.000 1,066,148 558,512 MEMORANDUM TO: HONORABLE CHAIR AND TRUSTEES OWASSO PUBLIC WORKS AUTHORITY FROM: SHERRY BISHOP ADMINISTRATIVE SERVICES DIRECTOR SUBJECT: OPWA RESOLUTION NO. 2007 -07 PROJECT FINANCING — REVENUE ANTICIPATION NOTE DATE: August 17, 2007 BACKGROUND: The City of Owasso continually explores alternatives in order to achieve the most cost effective strategy for financing capital projects. The issuance of and investment in a Revenue Anticipation Note (RAN) has been one of the successful methods used to finance capital projects. The City of Owasso utilizes a "pooled" cash system for the receipt, disbursement and investment of funds. The Consolidated Cash Fund includes all cash for the city and the trust authorities (except OEDA). The total in the Consolidated Cash Fund varies throughout the year depending on cash flows and major expenditures. The current cash balance is approximately five million dollars. One investment option available to the City's Consolidated Cash Fund is a RAN issued by a trust authority of the City. A RAN offers advantages for both the Authority and the City. The Authority may borrow funds through a fairly simple process and the City acquires a secure investment at a determined interest rate. Actions necessary in order to accomplish this financing method are: 1. Council approval of a Resolution authorizing the investment in a RAN of the OPWA, 2. OPWA Trustee approval of a Resolution authorizing the borrowing and issuance of a RAN, 3. OPWA Trustee approval of the transfer of the proceeds of the RAN from the OPWA to the Stormwater Management Fund of the City, 4. Future fiscal year budgets include the transfer of funds from the Stormwater Management Fund to the OPWA for debt service on the RAN. City of Owasso Resolution No. 2007 -10 authorizes the city treasurer to invest city funds in a Revenue Anticipation Note issued by the Owasso Public Works Authority and approves the indebtedness of the OPWA. The Revenue Anticipation Note is structured to allow the OPWA to draw funds as needed for the Garnett Road Regional Detention Facilities project for an amount not to exceed $3,500,000. The RAN will pay 4.0% interest to the city on the balance of the funds drawn against the note. The RAN matures September 1, 2017. The OPWA may prepay the note as funds become available. Funding is expected from three sources: the Stormwater Management utility fees, a mandatory fee W in lieu of detention on undeveloped property in the project drainage basin (to be established by ordinance), and a fee for off -site detention by owners of the Owasso Market. OPWA Resolution No. 2007 -07 authorizes the issuance of the Revenue Anticipation Note by the OPWA and authorizes the execution of all necessary documents. The resolution also authorizes the transfers of the proceeds drawn on the note to the Stormwater Management Fund of the City to pay for the construction of the Garnett Road Regional Detention Facilities project. RECOMMENDATION: Staff recommends OPWA Trustee approval of Resolution No. 2007 -07 authorizing the issuance of a Revenue Anticipation Note; authorizing the execution of documents; and authorizing the transfer of proceeds of the note to the Stormwater Management Fund of the City. ATTACHMENTS: OPWA Resolution No. 2007 -7 Revenue Anticipation Note Loan Agreement IF I I OWASSO PUBLIC WORKS AUTHORITY RESOLUTION NUMBER 2007 -07 A RESOLUTION OF THE OWASSO PUBLIC WORKS AUTHORITY AUTHORIZING THE ISSUANCE, EXECUTION AND DELIVERY OF THE OWASSO PUBLIC WORKS AUTHORITY REVENUE ANTICIPATION NOTE IN AN AMOUNT NOT TO EXCEED THREE MILLION, FIVE HUNDRED THOUSAND DOLLARS ($3,500,000.00), TO THE CITY OF OWASSO, OKLAHOMA, APPROVING THE AGREEMENT, FORM REVENUE ANTICIPATION NOTE AND OTHER DOCUMENTS AND AGREEMENTS AS MAY BE NECESSARY OR REQUIRED; AUTHORIZING THE TRANSFER OF PROCEEDS OF THE NOTE TO THE STORMWATER MANAGEMENT FUND OF THE CITY OF OWASSO; AND CONTAINING OTHER PROVISIONS RELATING THERETO WHEREAS, the Owasso Public Works Authority was created by a Declaration of Trust, dated as of January 10, 1973, (collectively the "Trust Indenture ") for the use and benefit of the City of Owasso, Oklahoma (the "City ") under authority of and pursuant to the provisions of Title 60 O.S. 1981, Section 176 to 180.3 inclusive as amended and supplemented and other applicable statutes of the State of Oklahoma; and, WHEREAS, the Authority has determined that it would be most advantageous at this time for the Authority to provide funds for the financing of Garnett Road Regional Detention Facilities Project for the construction located in the City; and WHEREAS, there has been presented to this meeting a form of Agreement and Revenue Anticipation Note, dated as of the 21" day of August, 2007, by and between the Authority and the City of Owasso, Oklahoma (the "Note "). NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY THAT, TO -WIT: SECTION ONE. The Agreement and form of the Note presented to this meeting be, and hereby is, approved, and the Chairman or Vice - Chairman of the Trustees and the Secretary or any Assistant Secretary of Trustees of the Authority be, and hereby are, authorized, directed, and empowered to execute and deliver in the name of the Authority, the Agreement and the Note in said form and containing the terms and provisions contained in said Note, the execution thereof by such officers being conclusive evidence of such approval, and to execute and deliver in the name of and on behalf of the Authority all documents, closing papers, certificates and such other documents as are necessary to accomplish the issuance of the Revenue Anticipation Note. SECTION TWO. The signatures of the officers of the Authority appearing on the Agreement and the Note and other documents and agreements, closing papers and certificates executed and delivered pursuant to this resolution shall be conclusive evidence of their approval thereof and of their authority to execute and deliver such agreements and documents on behalf of the Authority. SECTION THREE. The Chairman or Vice - Chairman of the Trustees and the Secretary or any Assistant Secretary of the Trustees of the Authority be, and they hereby are, authorized and empowered for and on behalf of the Authority to execute and deliver such further agreements and documents and to take such action as such officer or officers may deem necessary or desirable in order to carry out and perform the Note and any contracts, documents, or instruments executed and delivered in connection with the issuance of the Note, and to effect the purposes thereof and to consummate the transactions contemplated thereby. SECTION FOUR. The Treasurer of the Authority is authorized to transfer the proceeds of the Note to the Stormwater Management Fund of the City of Owasso on an as needed basis to provide funds for the Garnett Road Regional Detention Facilities Project of the City. PASSED AND APPROVED this 21" day of August, 2007. OWASSO PUBLIC WORKS AUTHORITY IM ATTEST: Sherry Bishop, Secretary APPROVED AS TO FORM: CL Juli ombar i, Authority Attorney Stephen Cataudella, Chairman i t ? REVENUE ANTICIPATION NOTE OF THE OWASSO PUBLIC WORKS AUTHORITY Dated as of the 21St day of August, 2007 Owasso, Tulsa County, Oklahoma $3,500,000.00 FOR VALUE RECEIVED, the undersigned, Owasso Public Works Authority, an Oklahoma Public Trust, having the City of Owasso, as its beneficiary, its successors and assigns (collectively, the "Borrower "), promises to pay to the order of the City of Owasso, Oklahoma, an Oklahoma Municipal Corporation, its successors and assigns (collectively, the "City ") at its principal office at 111 N. Main, Owasso, Tulsa County, Oklahoma 74055, or at such other place as may be designated in writing by the City, the principal sum of THREE MILLION, FIVE HUNDRED THOUSAND AND NO /100 DOLLARS ($3,500,000.00) or so much thereof as shall have been advanced hereon shall be due and payable on or before the I" day of September, 2017. Interest on the unpaid portion of the principal balance computed from the date of each advance, until principal is paid in full, at the rate of four percent (4.0 %) per annum thereupon shall be due and payable on the 1St day of September and on the I" day of March until principal is paid in full. The Borrower may prepay this Note, in whole or in part, at any time prior to the due date hereof, without penalty. If any payment shall be due on a Saturday or Sunday or upon any banking holiday of the holder hereof, such payment shall be due and payable on the next succeeding banking day and interest shall accrue to such day. This Revenue Anticipation Note is the Revenue Anticipation Note referred to in that certain Loan dated as of the 21St day of August, 2007, by and between the Borrower and the City (the "City ") given and entered into to secure this note, the proceeds of which the City is loaning to the Borrower to finance its costs of the Capital Improvement Projects in Owasso, Tulsa County, Oklahoma. Except as may be herein otherwise specifically provided, the rights and obligations of the Borrower and the City arising by virtue of this Revenue Anticipation Note as well as the Agreement above referred to, shall be governed by the Agreement as if same were specifically incorporated herein, such Agreement surviving the issuance, execution and delivery of this Revenue Anticipation Note. The City may, at any time prior to the due date of payment of this Revenue Anticipation Note call for an early pre - payment in whole, or in part, if it is determined by the City, in its sole discretion, that the funds heretofore advanced pursuant to this Revenue Anticipation Note are needed by the City for its operations, governmental or proprietary, and the Borrower is afforded a reasonable opportunity to obtain reasonably satisfactory refinancing hereof. All parties (makers, sureties, guarantors and all others now or hereafter liable for payment of all or any portion of the indebtedness evidenced by this Revenue Anticipation Note) severally waive demand, presentment, notice of dishonor, protest, notice of protest, and diligence in collecting this Revenue Anticipation Note and diligence in bringing and prosecuting suit against any party 1 bound hereby, and agree that no extension, renewal or partial payment, or release or substitution of collateral before or after maturity, with or without notice, shall release or discharge the obligation of any party. Upon the failure to pay when due the principal and or interest, the holder hereof shall be entitled, at its option, to extend the term or declare the unpaid principal balance of this Revenue Anticipation Note to be immediately due and payable. A failure by such holder to exercise such option will not constitute a waiver of the right to exercise the same in the event of any subsequent default. After maturity (whether by extension, acceleration or otherwise), interest shall accrue hereon at a rate of interest of ten percent (10 %) per annum. If this Promissory Note is placed with an attorney for collection upon any default, or to defend or enforce any rights of the holder(s) hereunder or any instrument securing payment of this Revenue Anticipation Note, or if this Revenue Anticipation Note is collected through bankruptcy or other judicial proceeding, the Borrower agrees to pay the reasonable attorney fees of the holder(s) of this Revenue Anticipation Note and all reasonable costs and expenses incurred in connection therewith. OWASSO PUBLIC WORKS AUTHORITY an Oklahoma Public Trust ATTEST: Sherry Bishop, Secretary Stephen Cataudella, Chairman Delivery receipted this day of 52007. ATTEST: Sherry Bishop, City Clerk 2 CITY OF OWASSO, OKLAHOMA Stephen Cataudella, Mayor LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement ") made and entered into as of the 21st day of August, 2007, is by and between the Owasso Public Works Authority, an Oklahoma public trust, (the "Authority "), and the City of Owasso, Oklahoma, an Oklahoma Municipal Corporation (the "City "). WITNESSETH: WHEREAS, the City has determined to make a loan to the Authority, aggregating $3,500,000.00 to be evidenced by the Authority's Revenue Anticipation Note payable to the order of the City in the original principal amount not to exceed $3,500,000.00, (the "Note ") to enable the Authority, pursuant to certain of its approvals, to finance the costs of the construction of the Garnett Road Regional Detention Facilities (the "Project "). WHEREAS, pursuant to the terms and conditions hereinafter set forth, the City is willing to make such loan to be evidenced by the Note; and WHEREAS, the payment of the Note is to be made from the general revenues of the Authority, receipts and receivables, under the conditions as set forth hereinafter. NOW, THEREFORE, in consideration of the mutual agreements herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I THE AUTHORITY NOTES 1.1 The City's Commitment. The City agrees, subject to the terms and conditions of this Agreement, to make the loan to the Authority in the amount not to exceed $3,500,000.00. 1.2 Issuance of the AuthoritNote. Subject to the terms and conditions hereof and in reliance on the representations and covenants made herein, the Authority agrees to issue the Note to the City. The loan shall be repaid with interest in accordance with the terms of the Note. The Note shall be delivered to the City at a closing (the "Closing ") which will occur at such time and place as may be agreed on by the Authority and the City. Upon the issuance and delivery of the Note, and the satisfaction of all the conditions precedent of this Agreement, the City shall, upon receipt and approval of requisitions therefor, advance the proceeds of the loan to the Authority to pay the costs of the Projects. 1.3 Loan Advances. The loan advances on the Note shall be made pursuant to a Loan Schedule to be executed after final approval of the construction contracts for the Project. Each request for an advance shall be accompanied by a certificate signed by the project manager, describing the invoices for which the loan advances are sought, certifying that the work, labor or materials for which the loan advance is sought have been performed according to the plans and specifications or as approved 1 by the City, and certifying that sufficient funds are available under the Note to complete the construction of the Project in accordance with the plans and specifications. Lien wavers from all contractors and subcontractors shall be provided by the Authority with each loan advance. 1.4 Terms of the Note. The Note shall be in substantially the form set forth in Exhibit A attached hereto. Interest shall accrue, be payable and subject to adjustment, as provided for in the Note on the outstanding and unpaid principal balance thereon from the date of first advance thereon until payment in full thereof as set forth and provided therein. 1.5 Payments, etc. Payment of principal and interest on the Note and other charges under this Agreement to be made to the City shall be made in lawful money of the United States of America, and shall be made at City's principal office in Owasso, Oklahoma, not later than 11:00 o'clock a.m. on the date due. If any such payment falls on a Saturday, Sunday or public holiday at the place of payment thereof, then such due date shall be extended on the next succeeding full business day at such place and interest shall be payable in respect of such extension. ARTICLE II CONDITIONS PRECEDENT 2.1 Conditions. The obligations of the City to make the loan pursuant to this Agreement are subject to there being no Event of Default hereunder or an event which with notice or lapse of time would become an Event of Default hereunder and the City having received in form and substance satisfactory to it: (a) A duly certified copy of the resolutions of the Authority authorizing execution and delivery of this Agreement, and related instruments, and the issuance, execution and delivery of the Note; (b) Original duly executed counterparts of this Agreement, (c) Such certificates, documents and certificates respecting the Authority, as City counsel shall reasonably require; (d) Such opinions of counsel for the Authority, as City counsel shall reasonably require; (e) A detailed description and cost breakdown analysis of the Project (the "Breakdown ") and all amendments thereto, all for approval by City; and (f) Such other and further materials and/or information as the City may reasonably request. 2 ARTICLE III SPECIAL OBLIGATION; PLEDGE; SATISFACTION 3.1 Special Obli ation. The Note shall constitute a limited and special obligation of the Authority. The principal of and interest on the Note shall be payable by the Authority solely from, and shall be enforceable only out of the revenues of the Authority being hereby pledged by the Authority to such payment. The Note and all other obligations of the Authority hereunder shall not be construed or considered to be an indebtedness of the City of Owasso, Oklahoma, or any municipality, county or political subdivision of the State of Oklahoma within the meaning of any constitutional or statutory provision of the State of Oklahoma, under any circumstances. 3.2 Satisfaction of Debt. Notwithstanding anything to the contrary contained herein or in the Note, or in any instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, trustee, officer, employee or agent or any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or non- observance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements, or interest on the Note or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity is hereby expressly waived and released. The Authority and the City expressly recognize and agree that this Agreement, the Note and any documentation issued, executed and delivered therewith, are subordinate and junior to all Revenue Bond obligations or Promissory Notes of the Authority currently outstanding or to be issued in the future. ARTICLE IV COVENANTS OF THE AUTHORITY The Authority hereby agrees with the City that, so long as the Note remains outstanding: 4.1 Performance of Agreements. The Authority shall take all action and do all things which it is authorized by law to take and do in order to perform and observe all covenants and agreements on its part to be performed and observed under this Agreement and the Note and in order to provide for and to assure payment of the principal of the Note and interest thereon when due. 4.2 Creation of Charges on Revenues. Left blank intentionally. 4.3 Amendment. The Authority shall not alter, amend or repeal the resolutions described in Section 2.1(a) hereof, or, without the prior written consent of the City, agree to any alteration or 3 4 f I amendment of any of the instruments described in Sections 2.1(b) and 2.1(c) hereof, or take any action impairing any authority, right or benefit given or conferred by such resolution or instruments. 4.4 Payment. The Authority shall pay or cause to be paid the principal of and the interest on the Note as the same becomes due, whether by acceleration or otherwise, but solely from the sources referred to in Article III hereof. 4.5 Representations and Warranties of Authority. The Authority represents and warrants to the City as follows: (a) The Authority is an Oklahoma public trust duly organized, validly existing and in good standing under the laws of the State of Oklahoma and all other states in which it is necessary that the Authority be qualified to do business. (b) The Authority and the Owasso City Council have taken all necessary actions to authorize entering into this Agreement and to authorize the execution and delivery of the Note, and the other documents contemplated hereby. (c) The execution and delivery of this Agreement and, the Note, will not cause, constitute or result in a breach of any agreement, contract or other undertaking to which the Authority is a party. (d) The Authority shall deliver to the City copies, certified by the Authority's Secretary, of all resolutions and actions undertaken by the Authority or the Owasso City Council to authorize this transaction. (e) The Authority shall maintain its existence in Oklahoma. (f) The Authority shall deliver to the City, within one week after they are prepared, copies of the Authority's quarterly financial statements. ARTICLE V DEFAULT AND REMEDIES 5.1 Events of Default. Any one or more of the following shall constitute and "Event of Default" hereunder; (a) Nonpayment when due of interest and principal in accordance with the terms of the Note; or (b) The attachment of any involuntary lien in the sum of $25,000 or more, of any kind or character, upon the Revenues, or any portion thereof, except for taxes due but not in default and liens being contested in such a manner as to prevent execution on the Property; or El s (c) The entry against the Authority of any judgment in an amount of $25,000 or more on a claim not covered by insurance which is not discharged within thirty (30) days of such judgment becoming a final judgment; or (d) If the Authority shall apply for or consent to the appointment of a receiver, a trustee or liquidator of themselves or itself, or of all or a substantial part of its assets, or (ii) file a petition or answer seeking reorganization or admit (by answer, default or otherwise) the material allegations of a petition filed against them in any reorganization proceeding; or (e) If the Authority shall (i) become insolvent, generally fail to pay, or admit in writing its inability to pay its respective debts as they fall due, (ii) make a general assignment for the benefit of its creditors, (iii) be adjudicated as bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a petition or answer seeking an arrangement with creditors or to take advantage of any insolvency laws or admit (by answer, default or otherwise) the material allegations of a petition filed against it in any bankruptcy, arrangement or insolvency proceeding, or take or omit to take any action for the purpose or with the result of effecting any of the foregoing; or (f) If the petition in bankruptcy is filed against the Authority and is not dismissed within thirty (30) days, or if an order, judgment or decree by any court of competent jurisdiction shall be entered, adjudicating the Authority to be bankrupt or insolvent, without the application, approval or consent of the Authority or if the Authority shall seek or consent to or fail to timely contest of any order, judgment or decree appointing a custodian of all or a substantial part of its assets, or if the Authority shall seek or consent to, or fail to timely contest any order, judgment or decree approving a petition seeking reorganization or appointing a receiver, trustee or other custodian or liquidator of all or a substantial part of its assets; or (g) Left blank intentionally; or (h) The breach of, or default under, any covenant, agreement, term, condition, provision, representation or warranty contained in this Agreement, the Note, not specifically referred to in this Section, if such breach or default is not cured within thirty (30) days of the occurrence thereof, or (i) In any event of default shall occur and shall continue for more than the period of grace, if any, provided with respect thereto, under this Agreement; or 0) The Project cannot be completed in accordance with the plans and specifications approved by the City with the funds remaining to be advanced on the Note. 5.2 Remedies of Default. Whenever any Event of Default referred to in Section 5.1 hereof shall have occurred, the City may take any one or more of the following remedial steps: (a) Declare all amounts payable hereunder and pursuant to the Note or any renewal thereof, to be immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands. of any kind 5 i whatsoever, whereupon the same, together with the accrued interest thereon, shall become immediately due and payable; or (b) Left blank intentionally; or (c) Take whatever action at law or in equity may appear necessary or desirable to collect the amount then due and thereafter to become due, or to enforce performance or observance of any obligations, agreements, covenants of the Authority under the Note, this Agreement, or otherwise. ARTICLE VI MISCELLANEOUS 6.1 Defeasance. If the Authority shall pay or cause to be paid or otherwise provide for, or there shall otherwise be paid or provided for, the principal and the interest on the Note and all other amounts payable by the Authority at the times and in the manner stipulated in this Agreement or the Note, then all covenants, agreements and other obligations of the Authority hereunder shall thereupon terminate and be discharged and satisfied. 6.2 Waivers, etc. No failure on the part of the City to exercise and no delay in exercising, and no course of dealing with respect to, any right under this Agreement, or any other agreement or instrument referred to in this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law. 6.3 Successors, etc. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any subsequent holder of the Note and its successors and assigns. 6.4 Governing Law. This Agreement shall be construed in accordance with, and governed by the laws of the State of Oklahoma. 6.5 Amendments. This Agreement may not be amended, modified, or waived except with the written consent of the parties hereto. 6.6 Notices. All requests and notices under the Agreement shall be hand delivered or sent by United States Mail, postage prepaid, addressed as follows, except that either party may be written notice change of address, its counsel or its counsel's address for subsequent notices to be given hereunder: Authority Owasso Public Works Authority 111 N. Main Owasso, Oklahoma 74055 Attention: Stephen Cataudella, Chairman ri With a copy to: Julie Lombardi Authority Attorney 111 N. Main Owasso, Oklahoma 74055 City City of Owasso 111 N. Main Owasso, Oklahoma 74055 Attn: Stephen Cataudella, Mayor With a copy to: Julie Lombardi City Attorney 111 N. Main Owasso, Oklahoma 74055 Notice given hereunder shall be deemed given upon receipt by the principal addressee. 6.8 Severability. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 6.9 Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 7 Owasso Public Works Authority By: Stephen Cataudella, Chairman "Authority" ATTEST: R-A Sherry Bishop, Secretary (SEAL) City of Owasso, Oklahoma ATTEST: LI-A Sherry Bishop, City Clerk Stephen Cataudella, Mayor EXHIBIT A REVENUE ANTICIPATION NOTE, Dated August 21, 2007 OF OWASSO PUBLIC WORKS AUTHORITY GARNETT ROAD REGIONAL DETENTION FACILITIES MaturitVDate Principal Amount September 1, 2008 $125,000.00 March 1, 2009 $125,000.00 September 1, 2009 $135,000.00 March 1, 2010 $135,000.00 September 1, 2010 $150,000.00 March 1, 2011 $150,000.00 September 1, 2011 $165,000.00 March 1, 2012 $165,000.00 September 1, 2012 $180,000.00 March 1, 2013 $180,000.00 September 1, 2013 $195,000.00 March 1, 2014 $195,000.00 September 1, 2014 $210,000.00 March 1, 2015 $210,000.00 September 1, 2015 $225,000.00 March 1, 2016 $225,000.00 September 1, 2016 $240,000.00 March 1, 2017 $240,000.00 September 1, 2017 $250,000.00 MEMORANDUM TO: HONORABLE CHAIR AND TRUSTEES OWASSO PUBLIC WORKS AUTHORITY FROM: SHERRY BISHOP ADMINISTRATIVE SERVICES DIRECTOR SUBJECT: GARNETT ROAD REGIONAL DETENTION PROJECT BUDGET AMENDMENT DATE: August 17, 2007 BACKGROUND: At the August 21, 2007 meeting, the City Council will consider a recommendation to acquire land, construct and finance the Garnett Road Regional Detention Facilities. This project was not anticipated when the fiscal year budget was approved in June. If the City Council and the OPWA Trustee authorize the stormwater project and the RAN financing, budget amendments will be needed in both the City and the OPWA. The City Stormwater Management Fund budget would be amended as follows: • Increase revenue from transfers from the OPWA Fund by $3,500,000; • Increase expenditure for capital outlay by $3,500,000; and • Increase expenditure for transfers to the OPWA Fund by $50,000 (for interest on the RAN). The OPWA Fund budget would be amended as follows: • Increase revenue from the proceeds of debt by $3,500,000; • Increase expenditure for transfers to the Stormwater Management Fund by $3,500,000 • Increase revenue from transfers from the Stormwater Management Fund by $50,000; and • Increase expenditure for debt service by $50,000 (interest on the RAN). RECOMMENDATION: Staff recommends OPWA Trustee approval of a budget amendment increasing estimated revenues by $3,550,000 and increasing the appropriation for expenditures by $3,550,000.