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HomeMy WebLinkAbout1998.08.04_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY TYPE OF MEETING: Regular DATE: August 4, 1998 TIME: 7:00 p.m. PLACE: Council Chambers, Owasso Community Center Notice and Agenda filed in the office of the City Clerk and posted on the City Hall bulletin board at 4:00 p.m. on Friday, July 31, 1998. Marcia outwell, Autho ity Secretary AGENDA 1. Call to Order 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 consent by request. A motion to adopt the Consent Agenda is non - debatable. A. Approval of the Minutes of July 21, 1998 Regular Meeting. Attachment #4 -A B. Approval of Claims. Attachment #4 -13 Owasso Public Works Authority August 4, 1998 Page 2 5. Consideration and Appropriate Action Relating to OPWA Resolution #98 -06, a Request Authorizing the Issuance, Execution and Delivery of the Owasso Public Works Authority Revenue Anticipation Note in an Amount Not to Exceed $1,800,000; and Approving the Loan Agreement With the City of Owasso and Other Documents as May Be Required. Ms Bishop Mr Cates Attachment #5 The staff will recommend Trustee approval of OPWA Resolution #98 -06, authorizing the issuance, execution and delivery of an OPWA Revenue Anticipation Note to the City of Owasso. 6. Report from OPWA Manager 7. Report from OPWA Attorney 8. New Business 9. Adjournment OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, July 21, 1998 The Owasso Public Works Authority met in regular session on Tuesday, July 21, 1998 in the Council Chambers at the Owasso Community Center per the Notice of Public Meeting and Agenda posted on the City Hall bulletin board at 4:00 p.m. on Friday, July 17, 1998. ITEM 1: CALL TO ORDER Chairman Bode called the meeting to order at 7:22 p.m. ITEM 2: FLAG SALUTE The flag salute was given during the City Council meeting preceding this meeting. ITEM 3: ROLL CALL PRESENT ABSENT Denise Bode, Chair Tracy Standridge, Trustee Mark Wilken, Vice Chair Mary Lou Barnhouse Trustee Melinda Voss, Trustee STAFF Jeff Hancock, City Manager Ronald D Cates, Authority Attorney Marcia Boutwell, Authority Secretary ITEM 4: CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR APPROVAL OF THE CONSENT AGENDA. A. Approval of the Minutes of July 7, 1998 Regular Meeting. B. Approval of Claims Ms Barnhouse moved, seconded by Dr Standridge, to approve the consent agenda. The consent agenda included minutes of the July 7, 1998 regular meeting, by reference made a part hereto. Item B on the consent agenda included the following claims: (1) OPWA Fund $116,424.10; (2) Payroll $30,728.87. AYE: Barnhouse, Standridge, Voss, Wilken, Bode NAY: None Motion carried 5 -0. Owasso Public Works Authority July 21, 1998 ITEM 5: CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR REPAIRS TO A REFUSE TRUCK. Mr Carr presented the item, stating that the 1992 Lodal refuse truck has been out of service for several weeks. The vehicle maintenance personnel have determined that the extent of the problem and maintenance needed is beyond their expertise. Therefore, a cost estimate for repairs was solicited from Alsuma Truck & Equipment Repair in Tulsa. Alsuma has a fully qualified staff of mechanics that specialize in the repair of refuse collection equipment. On July 7th, Alsuma personnel advised staff that the universal joint assembly would need to be completely replaced, and that there are other components needing repair as a result of the damage to the universal joint. The cost for repair parts is $9726.08. Because this vehicle is not available for use, staff has had difficulty completing the refuse routes with the equipment that is available and, in some instances, the routes have not been completed. There is concern on the part of staff, that not picking up the refuse could constitute a health hazard in this hot weather. After conferring with the authority attorney, staff requested that an emergency be declared and competitive bidding to purchase the repair parts be waived. Dr Standridge moved, seconded by Mr Wilken, to declare that an emergency exists and waive competitive bidding under Title 60, Section 176(H) of the Oklahoma Statutes, and authorize the purchase of repair parts for a 1992 Lodal refuse collection vehicle through Williams Refuse Equipment Co Inc at a cost of $9726.08; and authorization for payment. AYE: Standridge, Wilken, Voss, Barnhouse, Bode NAY: None Motion carried 5 -0. ITEM 6: REPORT FROM OPWA MANAGER No report. ITEM 7: REPORT FROM OPWA ATTORNEY No report. ITEM 8: NEW BUSINESS None. Owasso Public Works Authority ITEM 9: ADJOURNMENT Mr Wilken moved, seconded by Ms Barnhouse, to adjourn. AYE: Wilken, Barnhouse, Voss, Standridge, Bode NAY: None Motion carried 5 -0, and the meeting was adjourned at 7:29 p.m. Marcia Boutwell, Authority Secretary 3 Denise Bode, Chairperson July 21, 1998 CITY OF OWASSO OWASSO PUBLIC WORKS AUTHORITY 98 8:39:17 A/P CLAIMS REPORT PO # VENDOR DESCRIPTION 9911361 TREASURER PETTY CASH REIMB PETTY CASH DEPARTMENT TOTAL ====> DEPARTMENT TOTAL ====> ADMINISTRATION LITY BILLING 990006 HOWARD STAMPER RETAINER/SERVICES 990013 AT&T WIRELESS SERVICES PAGER USE 99O2O1 OFF IC DEPOT E D CARD PLAN OFFICE SUPPLIES 99O258 CN HASKELL & ASSOC COMPUTER EQUIPMENT 990299 ACCURATE FIRE EQUIPMENT SVS FIRE EXTINGUISHERS OSCAR MCLAURIN 990398 SOUTHWESTERN BELL TELE 6/98 PLEXAR 99O399 MCI TELECOMMUNICATIONS 6/98 USE 99O4OO OKLAHOMA NATURAL GAS DEPARTMEIAT TOTAL TER 990013 AT&T WIRELESS SERVICES PAGER USE 990164 KIMBALL ACE HARDWARE REPAIR/MAINT SUPPLIES 990486 MILL CREEK LUMBER & SUPPL MAINT/REPAIR SUPPLIE DEPARTMENT TOTAL ====> TEWATER TREATMENT PLANT APAPVR PAGE: 14 AMOUNT 8.66 8.66 150.00 7.O7 1.78 20.,00 15.30 92.O8 77.77 19.24 383.24 247.,05 DEPARTMENT TOTAL ====> 281.25 LITY BILLING 990266 BRAD SPARKMAN METER READER 990268 BRANDON HAMILTON METER READER 99O269 OSCAR MCLAURIN METER READER 990270 TYRONE DINKINS METER READER 990271 RANDY ALEXANDER METER READER DEPARTMEIAT TOTAL TER 990013 AT&T WIRELESS SERVICES PAGER USE INC WA|ER |UWE{ VLH||LH|Ox 990164 KIMBALL ACE HARDWARE REPAIR/MAINT SUPPLIES 990486 MILL CREEK LUMBER & SUPPL MAINT/REPAIR SUPPLIE DEPARTMENT TOTAL ====> TEWATER TREATMENT PLANT APAPVR PAGE: 14 AMOUNT 8.66 8.66 150.00 7.O7 1.78 20.,00 15.30 92.O8 77.77 19.24 383.24 247.,05 288.90 281.25 28O.45 348.75 28.28 73.18 6O.6 49.92 9.04 221.O9 CITY OF OWASSO OWASSO PUBLIC WORKS AUTHORITY 7/31/98 8:39:17 A/P CLAIMS REPORT PO # VENDOR DESCRIPTION 990013 AT&T WIRELESS SERVICES 99O164 KIMBALL ACE HARDWARE 99020 1 OFFICE DEPOT CARD PLAN 990224 MAXWELL OIL CORP 990227 SHERRY LABORATORIES INC 99O283 CROW BURLINGAME 990.398 SOUTHWESTERN BELL TELE 990399 MCI TELECOMMUNICATIONS DEPARTMENT TOTAL ====> |ASTEWATER COLLECTION 990013 AT&T WIRELESS SERVICES 990 125 BROWN FARMS SOD 990132 W W GRAINGER 11--IC- 9901-64 KIMBALL ACE HARDWARE 99O209 CROW BURLINGAME 990216 WAYEST SAFETY, INC. 990400 OKLAHOMA NATURAL GAS DEPAR'TITIENT TOTAL EFUSE COLLECTIONS '990038 99O128 99O164 9901209 99O2O9 99O212 WASTE MANAGEMENT XPEDX KIMBALL ACE HARD| CROW BURLINGAME CROW BURLINGAME W W GRAINGER INC APAPVR PAGE: AMOUNT PAGER USE REPAIR/MAINT SUPPLIES OFFICE SUFPLIES OIL/LUBRICANT SLUDGE ANALYSIS REPAIR PARTS 6/98 PLEXAR 6/98 USE PAGER USE BERMUDA SOD SOLDERING STATION REPAIR/MAINT SUPPLIES REPAIR PARTS AIR MONITOR REPAIRS 6/98 USE OF OKLA COMML REFUSE 6/98 YARDWASTE BAGS 4ARE REPAIR/MAINT SUPPLIES CHROME TIE-DOWNS REPAIR PARTS POLYCART PARTS DEPARTMENT TOTAL ====) ECYCLE CENTER 99OO13 AT&T WIRELESS SERVICES PAGER USE 990164 KIMBALL ACE HARDWARE REPAIR/MAINT SUPPLIES 990164 KIMBALL ACE HARDWARE REPAIR/MAINT SUPPLIES 990 398 SOUTHWESTERN BELL TELE 6/98 PLEXAR 990443 WORLEYS GREENHOUSE LANDSCAPING PLANTr 21.21 27.42 43.98 90..80 1.60.00 7.01. 46.O4 6.35 4O2.81 7.O7 12O.00 618.56 215.43 4O.49 1O5.0O 87.74 1,194.29 14,419.41 1,854.0O 69.62 33.4O 58.66 49.53 16,484.62 7.O7 227.08 544.16 22.9O 84.92 886.13 CITY OF OWASS OWASSO PUBLIC WORKS 1/98 8:39:17 A/P CLAIMS # VENDOR AUTHORITY REPORT APAPVR PAGE: 16 DESCRIPTION AMOUNT FUND TOTAL ====> 21,O27.24 CITY OF OWASSO OPWA CAPITAL IMPROVEMENT FUND 7/31/98 8:39:17 A/P CLAIMS REPORT PO # VENDOR DESCRIPTION EBT SERVICE 990002 BANK ONE TRUST CO, NA 990002 BANK ONE TRUST CO, NA DEPARTMENT TOTAL ====> |ASTEWATER 99O134 99O136 HUB + GARVER HUB + GARVER DEPARTMENT TOTAL OWRB LOAN OWRB LOAN ENG SVS 3/17/98 WWTP CONST 9/3/96 WTP IMPROVEMENTS 990122 WALTER'S MORGAN CONSTRUCTI WWTP IMP 11/5/96 DEPARTMENT TOTAL FUND TOTiAL APAPVR PAGE: AMOUNT 21,116.11 3,39O.24 9,9OO.O0 1 00 14,36O.00 95,031.41 95,031.41 133,897.76 CITY OF OWASSO OPWA SALES TAX FUND 7 1/98 8:39:17 A/P CLAIMS REPORT PO # VENDOR DESCRIPTION APAPVR PAGE: AMOUNT 990394 CARSLON & COTTRELL, C.P"A 1997 REV BOND REFUNDING 2,OOO.00 DEPARTMENT TOTAL ====> 2. 0001,00 VENUE BONDS 990001 BANK ONE TRUST CO, NA 990001 BANK ONE TRUST CO, NA DEPARTMENT TOTAL ====> FUND TOTAL GRAND TOTAL ====> 1997 REVENUE BONDS 44,775.00 79,O18.13 ------------- 123,793.13 ------------- 125,793.13 ------------- 397,252.96 OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 07/18/98 OVERTIME TOTAL DEPARTMENT EXPENSES EXPENSES Utility Billing 0.00 1,791.88 APPROVED: 08/04/98 Chairman Trustee Trustee MEMORANDUM TO: CHAIR AND TRUSTEES OWASSO PUBLIC WORKS AUTHORITY FROM: SHERRY BISHOP FINANCE DIRECTOR SUBJECT: RESOLUTION #98 -06 AUTHORIZING A REVENUE ANTICIPATION NOTE DATE: July 31,1998 BACKGROUND: At the March 17, 1998 meeting, the OPWA Trustees approved a concept plan for the construction and funding of the Elm Creek Sewer Interceptor project. The concept allows the interceptor to be constructed with city - backed financing supported by a private sector "pay- back" as the property develops. Plans and specifications for the project were completed and bid. On June 16, 1998, the OPWA Trustees awarded a contract for construction contingent upon funding for the project. The trustees also authorized staff to develop documents and conduct negotiations for a bank loan and a revenue anticipation note (RAN) of the OPWA. The bank loan for $1,200,000 has been negotiated and documents for that portion of the financing will be prepared by Allan Brooks who has served as Bond Counsel for the authority on several previous financings. Staff expects to present those documents for approval in September. Staff is recommending "temporary" financing for this project with a one -year RAN until all costs for the project have been finalized. Based on current estimates, the total project may exceed $2,000,000. This RAN is structured similar to a construction loan. The OPWA will draw funds as needed and interest will accrue on the balance. This RAN provides funding so that the construction contract can be locked in and easements approved. When the interceptor project and all costs have been finalized, this RAN will be paid off and a RAN with a debt service schedule will be presented for approval. Mr. Cates has completed the necessary documents which are attached for your review. If approved, OPWA Resolution #98 -06 authorizes the issuance, execution and delivery of the RAN in an amount not to exceed $1,800,000 to the City. The resolution also approves the RAN and loan agreement between the City and the OPWA. This RAN bears an interest rate of 5.2% with a maturity date of August 4, 1999 and may be prepaid at any time. RECOMMENDATION• Staff recommends OPWA Trustee approval of Resolution #98 -06 authorizing the issuance, execution and delivery of a Revenue Anticipation Note and approving the Loan Agreement and Revenue Anticipation Note. ATTACHMENTS: Resolution #98 -06 Revenue Anticipation Note of the Owasso Public Works Authority Loan Agreement OWASSO PUBLIC WORKS AUTHORITY RESOLUTION NUMBER '/9-06 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 ONE MILLION, EIGHT HUNDRED THOUSAND AND N01100 DOLLARS ($1,800,000.00), TO THE CITY OF OWASSO, OKLAHOMA, APPROVING THE AGREEMENT, FORM REVENUE ANTICIPATION NOTE AND OTHER DOCUMENTS AND AGREEMENTS AS MAY BE NECESSARY OR REQUIRED; 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 the Elm Creek Sewer Interceptor Project 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 4th day of August, 1998, 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. SECTIOE 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. PASSED AND APPROVED this 4th day of August, 1998. OWASSO PUBLIC WORKS AUTHORITY By: Denise Bode, Chairman ATTEST: Marcia Boutwell, Secretary APPROVED AS TO FORM: Ronald D. Cates, Authority Attorney REVENUE ANTICIPATION NOTE OF THE OWASSO PUBLIC WORKS AUTHORITY Dated as of the 4th day of August, 1998 Owasso, Tulsa County, Oklahoma $1,800,000.00 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 207 South Cedar, Owasso, Tulsa County, Oklahoma 74055, or at such other place as may be designated in writing by the City, the principal sum of ONE MILLION, EIGHT HUNDRED_ THOUSAND AND N01100 DOLLARS ($1,800,000.00) or so much thereof as shall have been advanced hereon, together with interest on the unpaid portion of the principal balance computed from the date of each advance, until paid in full, at the rate of five point two percent (5.2 %) per annum, principal and interest being deferred one (1) year from the delivery hereof and receipt of initial draw down; whereupon all principal advanced and interest accrued thereupon shall be due and payable on or before the 4th day of August, 1999. 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 and Security Agreement dated as of the 4th day of August, 1998, 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 Elm Creek Sewer Interceptor Project 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 it's sole discretion, that the funds heretofore advanced pursuant to this Revenue Anticipation Note are needed by the City for its operations, governmental or proprietary, and the Borrower is afforded a reasonable opportunity to obtain reasonably satisfactory refinancing hereof. All parties (makers, sureties, guarantors and all others now or hereafter liable for payment of all or any portion of the indebtedness evidenced by this Revenue Anticipation Note) severally waive demand, presentment, notice of dishonor, protest, notice of protest, and diligence in collecting this Revenue Anticipation Note and diligence in bringing and prosecuting suit against any party bound hereby, and agree that no extension, renewal or partial payment, or release or substitution of collateral before or after maturity, with or without notice, shall release or discharge the obligation of any party. Upon the failure to pay when due the principal and or interest, the holder hereof shall be entitled, at its option, to extend the term or declare the unpaid principal balance of this Revenue Anticipation Note to be immediately due and payable. A failure by such holder to exercise such option will not constitute a waiver of the right to exercise the same in the event of any subsequent default. After maturity (whether by extension, acceleration or otherwise), interest shall accrue hereon at a rate of interest of ten percent (10%) per annum. If this Promissory Note is placed with an attorney for collection upon any default, or to defend or enforce any rights of the holder(s) hereunder or any instrument securing payment of this Revenue Anticipation Note, or if this Revenue Anticipation Note is collected through bankruptcy or other judicial proceeding, the Borrower agrees to pay the reasonable attorney fees of the holder(s) of this Revenue Anticipation Note and all reasonable costs and expenses incurred in connection therewith. This Revenue Anticipation Note together with all extensions, renewals substitutes, modifications and /or changes in form hereof is secured by the Security Agreement which respects certain property and interests located in Tulsa County, Oklahoma. OWASSO PUBLIC WORKS AUTHORITY an Oklahoma Public Trust By Denise Bode, Chairman ATTEST: Marcia Boutwell, Secretary Delivery receipted this day of , 1998. CITY OF OWASSO, OKLAHOMA BY Denise Bode, Mayor ATTEST: Marcia Boutwell, Citv Clerk LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement ") made and entered into as of the 4th day of August, 1998 by and among 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 $1,800,000.00 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 $1,800,000.00, (the "Note ") to enable the Authority, pursuant to certain of its approvals, to finance costs of the construction of the Elm Creek Sewer Interceptor Project (the "Project "). WHEREAS, pursuant to the term 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 secured by a subordinate security interest in the 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 $1,800,000.00. 1.2 Issuance of the Authority Note. Subject to the terms and conditions hereof and in reliance on the representations and covenants made herein, the Authority agrees to issue the Note to the City. The loan shall be repaid with interest in accordance with the terms of the Note. The Note shall be delivered to the City at a closing (the "Closing") which will occur at such time and place as may be agreed on by the Authority and the City. Upon the issuance and delivery of the Note, and the satisfaction of all 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 Project. 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 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 waivers 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 p a Y able 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 due 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 H 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 (I) this Agreement, (ii) such financing statement(s) as respect the foregoing, (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; (f) Such other and further materials and /or information as the City may reasonably request; and ARTICLE M SPECIAL OBLIGATION; PLEDGE, 3.1 Special Obligation. The Note shall constitute a limited and special obligation of the Authority. The principal of and interest on the Note shall be payable by the Authority solely from, and shall be enforceable only out of the revenues of the Authority being hereby pledged by the Authority to such payment. The Note and all other obligations of the Authority hereunder shall not be construed or considered to be an indebtedness of the City of Owasso, Oklahoma, or any municipality, county or 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 of the Authority. 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 Asreements. 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. The Authority shall not create or suffer to exist any additional assignment, pledge, security interest or other lien, encumbrance or charge on any revenues of the Authority to be pledged. 4.3 Amendment. The Authority shall not alter, amend or repeal the resolutions described in Section 2.1(a) hereof, or, without the prior written consent of the City, agree to any alteration or amendment of any of the instruments described in Sections 2.1(b) and 2.1(c) hereof, or take any action impairing any authority, right or benefit given or conferred by such resolution or instruments. 4.4 Payment. The Authority shall pay or cause to be paid the principal of and the interest on the Note as the same becomes due, whether by acceleration or otherwise, but solely from the sources referred to in Article III hereof. 4.5 Representations and Warranties of Authority. The Authority represents and warrants to the City as follows: (a) The Authority is an Oklahoma public trust duly organized, validly existing and in good standing under the laws of the State of Oklahoma and all other states in which it is necessary that the Authority be qualified to do business. (b) The Authority and the Owasso City Council have taken all necessary actions to authorize entering into this Agreement and to authorize the execution and delivery of the Note, and the other documents contemplated hereby. (c) The execution and delivery of this Agreement and, the Note, will not cause, constitute or result in a breach of any agreement, contract or other undertaking to which the Authority is a party. (d) The Authority shall deliver to the City copies, certified by the Authority's Secretary, of all resolutions and actions undertaken by the Authority or the Owasso City Council to authorize this transaction. (e) The Authority shall maintain its existence in Oklahoma. (f) The Authority shall deliver to the City, within one week after they are prepared, copies of the Authority's quarterly financial statements. ARTICLE J DEFAULT AND REMEDIES 5.1 Events of Default. Any one or more of the following shall constitute and "Event of Default" hereunder; (a) Nonpayment when due of interest and principal in accordance with the terms of the Note; or (b) The attachment of any involuntary lien in the sum of $25,000 or more, of any kind or character, upon the Revenues, or any portion thereof, except for taxes due but not in default and liens being contested in such a manner as to prevent execution on the Property; or (c) The entry against the Authority or Lessee of (I) any judgment in an amount of $25,000 or more on a claim not covered by insurance which is not discharged within thirty (3 0) days of such judgement becoming a final judgment; or (d) If the Authority shall (I) apply for or consent to the appointment of a received, 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 their respective inability to pay their respective debts as the fall due, (ii) make a general assignment for the benefit of their or its respective creditors, (iii) be adjudicated a 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 any of them 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 (f1 If a 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 jurisdictior_ 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 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) Failure of the security interests granted in the Agreement to constitute a duly perfected, valid security interest in the Revenues; or (h) The breach of, or default under, any covenant, agreement, term, condition, provision, representation or warranty contained in this Agreement, the Note, not specifically referred to in this Section, if such breach or default is not cured within thirty (30) days of the occurrence thereof, or (i) In any event of default shall occur and shall continue for more than the period of grace, if any, provided with respect thereto, under this Agreement; or (j) The Project cannot be completed in accordance with the plans and specifications approved by the City with the funds remaining to be advanced on the Note. 5.2 Remedies on Default. Whenever any Event of Default referred to in Section 5.1 hereof shall have occurred, the City may take any one or more of the following remedial steps: (a) Declare all amounts payable hereunder and pursuant to the Note or any renewal thereof, to be immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind whatsoever, whereupon the same, together with the accrued interest thereon, shall become immediately due and payable; or (b) Realize upon its rights under the security agreement and such other collateral documentation as may from time to time inure to the benefit of the City, 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 or covenants of the Authority under the Note, this Agreement, or otherwise. ARTICLE VI MISCELLANEOUS 7.1 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, and the security interest created by the Assignment, shall thereupon terminate and be discharged and satisfied, and thereupon all the moneys of the Authority then subject to such security interest shall be free and clear thereof. 7.2 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. 7.3 Successors, etc. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any subsequent holder of the Notes and its successors and assigns. 7.4 Governing Law. This Agreement shall be construed in accordance with, and governed by the laws of the State of Oklahoma. 7.5 Amendments. This Agreement may not be amended, modified or waived except with the written consent of the parties hereto. 7.6 Notices. All requests and notices under the Agreement shall be hand delivered or sent by United State 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 207 South Cedar Owasso, Oklahoma 74055 Attention: Denise Bode, Chairman with a copy to: Ronald D. Cates Authority Attorney Suite 680, Park Centre 525 South Main Tulsa, Oklahoma 74103 City: City of Owasso 207 South Cedar Owasso, Oklahoma 74055 Attn: Denise Bode, Mayor Ronald D. Cates City Attorney Suite 680, ParkCentre 525 South Main Tulsa, Oklahoma 74103 Notice given hereunder shall be deemed given upon receipt by the principal addressee. 7.8 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. 7.9 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. ATTEST: By: Marcia Boutwell, Secretary (SEAL) ATTEST: By: Marcia Boutwell, City Clerk Bv: RV. E1 Owasso Public Works Authority Denise Bode, Chairman "Authority" City of Owasso, Oklahoma Denise Bode, Mayor