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Home My WebLink About2009.02.17_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY TYPE OF MEETING: Regular DATE: February 17, 2009 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, February 13, 2009. �i Jul' nn M. Stevens, Deputy CV y Clerk AGENDA 1. Call to Order Chairman Stephen Cataudella 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. Approval of the Minutes of the February 3, 2009 Regular Meeting. Attachment # 3 -A B. Approval of Claims. Attachment # 3 -B C. Acknowledgement of receiving the monthly FY 2008 -2009 budget status report. Attachment # 3 -C S: Agendas \OP W A\2009 \0217. doc Owasso Public Works Authority February 17, 2009 Page 2 4. Consideration and appropriate action relating to a request for Trustee approval of Resolution No. 2009 -01, authorizing the conversion of the Authority's series 1999B promissory note to Oklahoma Water Resources Board (the "1999B Note ") from a variable interest rate to a fixed interest rate; authorizing the conversion of the Authority's Series 2001B promissory note to Oklahoma Water Resources Board (the "2001B Note ") from a variable interest rate to a fixed interest rate; authorizing the conversion of the Authority's Series 2001 C promissory note to Oklahoma Water Resources Board (the "2001C Note ") from a variable interest rate to a fixed interest rate; authorizing the amendment of the 1999B Note, the 2001B Note, and the 2001C Note and other related documents in connection with the referenced conversion of interest rate; authorizing the disbursement of proceeds of the 1999B Note, the 2001B Note, and the 2001C Note and/or funds of the Authority for costs in connection with the referenced conversion of interest rate; approving and authorizing execution of professional services agreements; and containing other provisions relating thereto. Ms. Bishop Attachment # 4 Staff will recommend Trustee approval of Resolution No. 2009 -01. 5. Report from OPWA Manager. 6. Report from OPWA Attorney. 7. New Business. (New Business is any item of business which could not have been foreseen at the time of posting of the agenda.) 8. Adjournment. S: Agendas \OY W A \2009 \0217. do c OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, February 3, 2009 The Owasso Public Works Authority met in regular session on Tuesday, February 3, 2009 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, January 30, 2009. ITEM 1. CALL TO ORDER Chairman Cataudella called the meeting to order at 7:23 p.m. ITEM 2. ROLL CALL PRESENT ABSENT Steve Cataudella, Chairman D.J. Gall, Vice Chair Doug Bonebrake, Trustee Wayne Guevara, Trustee Jon Sinex, Trustee A quorum was declared present. STAFF Rodney 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 the Minutes of the January 20, 2009 Regular Meeting. B. Approval of Claims. Mr. Bonebrake moved, seconded by Mr. Sinex, to approve the OPWA Consent Agenda with claims totaling $860,717.61. The payroll payment report for pay period ending 1/17/09 was included for review. YEA: Bonebrake, Cataudella, Gall, Guevara, Sinex NAY: None Motion carried 5 -0. Owasso Public Works Authority ITEM 4. REPORT FROM OPWA MANAGER No report ITEM 5. REPORT FROM OPWA ATTORNEY No report ITEM 6. NEW BUSINESS None ITEM 7. ADJOURNMENT Mr. Guevara moved, seconded by Mr. Bonebrake, to adjourn. YEA: Bonebrake, Cataudella, Gall, Guevara, Sinex NAY: None Motion carried 5 -0 and the meeting was adjourned at 7:25 p.m. Julie Stevens, Minute Clerk 2 February 3, 2009 Stephen Cataudella, Chairman Claims List 02/17/09 Budget Unit Title Vendor Name Payable Description Payment Amounl OPWA ADMINISTRATION JPMORGAN CHASE BANK PIKEPASS -FEES 24.85 JPMORGAN CHASE BANK WALMART- SUPPLIES 55.22 JPMORGAN CHASE BANK MEETING EXPENSE 68.08 JPMORGAN CHASE BANK WALMART- FRAMES 24.00 JPMORGAN CHASE BANK LOCKE SUPPLY - REPAIR HWT 15.44 UNIFIRST HOLDINGS LP UNIFORM RENTAL 32.25 UNIFIRST HOLDINGS LP UNIFORM RENTAL 35.95 JPMORGAN CHASE BANK JOHNSTONESUPPLY -LOCK BOX 25.68 JPMORGAN CHASE BANK DRY CLEANING ST- UNIFORMS 4.20 JPMORGAN CHASE BANK MEETING EXPENSE 48.11 JPMORGAN CHASE BANK JOHNSTONE- THERMOSTAT 30.54 JPMORGAN CHASE BANK MEETING EXPENSE 35.34 JPMORGAN CHASE BANK HOME DEPOT -LIGHT BULBS 20.00 JPMORGAN CHASE BANK AGRIC CONF- REGISTRATION 35.00 ASSOCIATED PARTS & SUPPLY, INC FAN MOTOR PW BATHROOM 83.45 WAL -MART CORP SAMS CLUB 77150903608 OPERATING SUPPLIES 184.84 JPMORGAN CHASE BANK AMER WATER WORKS -DUES 165.00 AT &T CONSOLIDATED PHONE BILL 321.93 CITY OF OWASSO ADMINISTRATIVE OVERHEAD 12,500.00 OFFICE DEPOT INC OFFICE SUPPLIES 191.71 OFFICE DEPOT INC OFFICE SUPPLIES 43.00 TOTAL OPWA ADMINISTRATION 13,944.59 UTILITY BILLING OFFICE DEPOT INC OFFICE SUPPLIES 21.45 DAVID R. OLINGHOUSE METER READER 271.35 TYRONE EUGENE DINKINS METER READER 291.00 NOLAN RAY LANE METER READER 71.10 TECHNICAL PROGRAMMING SERVICES INC BILLING SERVICES 1,148.22 AMERICAN MUNICIPAL SERVICES LTD COLLECTION SERVICES 144.64 DAVID R. OLINGHOUSE METER READER 442.80 BERNIE SHAINE BURNS METER READER 266.85 TODD C. KIMBALL METER READER 167.40 TYRONE EUGENE DINKINS METER READER 573.15 MARK MEYER METER READER 320.85 KATHLEEN A BALSIGER METER READER 28215 JPMORGAN CHASE BANK DELL - PRINTER CARTRIDGE 102.76 TOTAL UTILITY BILLING 4,103.72 WATER JPMORGAN CHASE BANK WATER PROD -METER SETS 926.80 JPMORGAN CHASE BANK WATER PROD -METER SET 277.25 JPMORGAN CHASE BANK WATER PROD - METERS CANS 653.78 JPMORGAN CHASE BANK WATER PROD -LEAK REPAIRS 825.32 JPMORGAN CHASE BANK WATER PROD -METER SET 673.20 JPMORGAN CHASE BANK WATER PROD -METER CANS 578.00 SHERWOOD CONSTRUCTION CO, INC 2.50 CY 3500 50/50 NO ASH 241.25 Page 1 Claims List 02/17/09 Budget Unit Title Vendor Name Payable Description Payment Amouni WATER... JPMORGAN CHASE BANK LOWES -TORCH 46.97 FLEETCOR TECHNOLOGIES JANUARY, 2009, FUELMAN CH 782.87 JPMORGAN CHASE BANK LOWES -PARTS FOR LEAK 12.45 JPMORGAN CHASE BANK LOWES -PVC PIPE 10.20 JPMORGAN CHASE BANK WATER PROD -METER TESTER 650.00 UNIFIRST HOLDINGS LP UNIFORM RENTAL 51.51 SCOTT -MACON EQUIPMENT OK, INC. SULLAIR 185 AIR COMPRESSO 10,000.00 UNIFIRST HOLDINGS LP UNIFORM RENTAL 51.51 TOTAL WATER 15,781.11 WASTEWATER TREATMENT UNIFIRST HOLDINGS LP UNIFORM RENTAL 65.74 OFFICE DEPOT INC OFFICE SUPPLIES 9.49 JPMORGAN CHASE BANK LOWES- CONDUIT 12.16 AT &T CONSOLIDATED PHONE BILL 115.50 UNIFIRST HOLDINGS LP UNIFORM RENTAL 59.83 JPMORGAN CHASE BANK MEETING EXPENSE 35.27 FLEETCOR TECHNOLOGIES JANUARY, 2009, FUELMAN CH 394.69 WAL -MART CORP SAMS CLUB 77150903608 OPERATING SUPPLIES 54.51 HACH COMPANY LAMP ASSY, 1720 D/E 58.15 TERMINIX PEST CONTROL 49.00 HACH COMPANY NITROGEN, AMMONIA, CERT. 27.24 JPMORGAN CHASE BANK BUMPER TO BUMPER -BELT 5.50 JPMORGAN CHASE BANK BUMPER TO BUMPER -FLUID 9.50 TREASURER PETTY CASH CAR WASH 5.00 HACH COMPANY BAND, DIFFUSER DR800 16.25 TOTAL WASTEWATER TREATMENT 917.83 WASTEWATER COLLECTION: JPMORGAN CHASE BANK WATER PROD - MANHOLE RING 222.00 JPMORGAN CHASE BANK WATER PROD - COUPLING 16.40 JPMORGAN CHASE BANK OREILLY- OIL /COOLANT 17916 JPMORGAN CHASE BANK OWASSO FENCE - FENCING 17TH 168.00 JPMORGAN CHASE BANK BUMPER TO BUMPER -HOSE 7.25 JPMORGAN CHASE BANK BUMPER TO BUMPER - BATTERY 14.25 FLEETCOR TECHNOLOGIES JANUARY, 2009, FUELMAN CH 611.40 JPMORGAN CHASE BANK LOWES- HAMMER /RACHET 59.92 JPMORGAN CHASE BANK LOWES -BOLTS FOR FENCE 3.65 JPMORGAN CHASE BANK ATWOODS -BOOTS 123.99 JPMORGAN CHASE BANK JOHNSTONE SUPPLY - CAPACITO 17.87 JPMORGAN CHASE BANK LOWES -BAGS OF MORTOR 22.02 JPMORGAN CHASE BANK LOWES -TOOLS FOR CAMERA 44.95 UNIFIRST HOLDINGS LP UNIFORM RENTAL 48.66 AT &T CONSOLIDATED PHONE BILL 59.75 JPMORGAN CHASE BANK BEST BUY - RECORDABLE DVD'S 56.99 UNIFIRST HOLDINGS LP UNIFORM RENTAL 48.66 Page 2 Claims List 02/17/09 Budget Unit Title Vendor Name F Payable Description jPayment Amount TOTAL WASTEWATER COLLECTIONS 1,704.92 OPWA E 76TH ST N SANITAR` GREELEY & HANSEN, LLC LBX 619776 ENG SVCS - E 76 ST N SANI 21,106.02 TOTAL OPWA E 76TH ST N SANITARY 21,106.02 REFUSE COLLECTIONS CRANE CARRIER COMPANY CREDIT /PAY 534.57 UNITED STATES CELLULAR CORPORATION CELL PHONE USAGE 56.43 ALSUMA TRUCK & EQUIP REPAIR BRAKE MAINTENANCE 292.25 JPMORGAN CHASE BANK BUMPER TO BUMPER -PARTS 12.00 JPMORGAN CHASE BANK GELLCO - SAFETY SHOES/WILES 94.49 JPMORGAN CHASE BANK GELLCO- SAFETY SHOES /BURTO 103.49 JPMORGAN CHASE BANK BUMPER TO BUMPER - DEICER 36.00 JPMORGAN CHASE BANK WASTE MGMT- REFUSE TPING 7,365.98 FLEETCOR TECHNOLOGIES JANUARY, 2009, FUELMAN CH 3,777.74 OFFICE DEPOT INC OFFICE SUPPLIES 23.34 UNIFIRST HOLDINGS LP UNIFORM RENTAL 51.65 UNIFIRST HOLDINGS LP UNIFORM RENTAL 51.65 AT &T CONSOLIDATED PHONE BILL 19.25 NATIONAL POWER WASH, INC WASHING REFUSE UNITS 150.00 ALSUMA TRUCK & EQUIP REPAIR MAINTENANCE AND SHOP SUPP 1,035.03 ALSUMA TRUCK & EQUIP REPAIR FULL SERVICE MAINTENANCE 471.60 JPMORGAN CHASE BANK FRONTIER INT'L -CAM SENSOR 117.38 TOTAL REFUSE COLLECTIONS 14,192.85 RECYCLE CENTER AT &T CONSOLIDATED PHONE BILL 19.25 UNIFIRST HOLDINGS LP UNIFORM RENTAL 13.26 UNIFIRST HOLDINGS LP UNIFORM RENTAL 13.26 JPMORGAN CHASE BANK WASTE MGMT- RECYCLE R/O 2,542.70 JPMORGAN CHASE BANK WASTE MGMT- RECYCLE TPING 1,179.33 TOTAL RECYCLE CENTER 3,767.80 75,518.8 FUND GRAND TOTAL OPWA GRAND TOTAL $75,518.84 Page 3 Department OPWA Administration Utility Billing Water Wastewater Wastewater Collection Refuse Recycle Center OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING 01/31/09 Payroll Expenses Total Expenses 13,085.57 4,348.02 9,368.48 11,162.23 6,746.89 9,578.29 867.20 18,020.60 6,549.05 14,577.74 17,472.24 10,894.18 14,164.90 1,522.45 FUND TOTAL 55,156.68 83,201.16 OWASSO PUBLIC WORKS AUTHORITY - OPERATING FUND FISCAL YEAR 2008 -2009 Statement of Revenues & Expenses As of January 31, 2009 MONTH YEAR PERCENT TO -DATE TO -DATE BUDGET OF BUDGET OPERATING REVENUES: Water 288,113 2,382,792 3,950,000 60.32% Wastewater 250,495 1,706,625 2,808,600 60.76% Refuse & recycle 122,652 888,719 1,495,200 59.44% Other fees 19,342 253,504 367,100 69.06% Interest & other 2,184 291,086 7,640,795 3.81% TOTAL OPERATING REVENUES 682,786 5,522,727 16,261,695 33.96% OPERATING EXPENSES: Personal services 170,740 1,199,278 2,204,174 54.41% Materials & supplies 209,321 1,563,797 2,553,865 61.23% Other services 91,452 720,321 1,291,750 55.76% Capital outlay 74,997 791,226 8,495,145 9.31% Debt service 95,111 1,067,065 2,206,571 48.36% TOTAL OPERATING EXPENSES 641,622 5,341,688 16,751,505 31.89% REVENUES OVER EXPENSES 41,164 181,039 (489,810) TRANSFERS IN (OUT) Transfers out - (11,678) - NET INCOME (LOSS) 41,164 169,361 (489,810) WORKING CAPITAL - Beginning Balance 1,915,867 954,839 WORKING CAPITAL - Ending Balance 2,085,228 465,029 MEMORANDUM TO: FROM: SUBJECT: DATE: BACKGROUND: HONORABLE CHAIR AND TRUSTEES OWASSO PUBLIC WORKS AUTHORITY SHERRY BISHOP ASSISTANT CITY MANAGER OWRB DEBT REFINANCING OPWA RESOLUTION NO. 2009-01 February 13, 2009 The Oklahoma Water Resources Board (OWRB) operates the State Revolving Fund (SRF) loan program and the Financial Assistance Program (FAP). These programs provide low interest financing for eligible projects. Since 1993, all of Owasso's water and wastewater projects have been financed by the OWRB. Working with the OWRB, our Financial Advisor, Keith McDonald, and Bond Counsel, Allan Brooks, have determined that three of the OPWA variable rate notes could be refinanced at a significant interest savings. They have created a pool of borrowers to participate in an OWRB refunding bond issue. The three OPWA notes to be included in the refinancing are— Outstanding Principal Balance Series 1999B $406,700 Series 2001B $1,297,000 Series 2001C $712,000 Total $2,415,700 These three notes are part of a pool of OWRB variable rate debt that is re- marketed every six months. The rate is then set for the next semi - annual interest period. Over the past ten years of the 1999 note, the rate has ranged from a low of 1.75% to a high of 4.972 %. The rate for the current period (September 2008 through March 2009) is 3.05 %. Our advisors have recommended that this is a good time to replace this type of variable rate debt with a fixed rate debt. Because the current debt has a variable interest rate, assumptions must be made in order to estimate the amount of savings that could be achieved. If interest on the variable rate debt was 4% until final maturity of the current debt in 2022, the interest savings would be about $200,000. All costs and fees for the refinancing would be included in the principal of the new debt. OPWA Resolution No. 2009 -01 • Authorizes the issuance of Amended Promissory Notes to the OWRB; • Approves the conversion of three OPWA Promissory Notes (Series 1999B Note, Series 2001B Notes, and Series 2001C Note) from variable interest rate notes to fixed interest rate notes; • Establishes a "not later than" maturity date and a "not to exceed" average interest rate; • Approves the payment of fees and expenses associated with the conversion of the Notes; • Approves the professional services agreements with Wells Nelson & Associates (Keith McDonald) and The Public Finance Law Group (Allan Brooks); and • Authorizes the execution of documents and such action as may be required in connection with the transaction. The attached OPWA resolution is blank for the maturity date and the average interest rate of the Amended Notes. The notes are expected to have a final maturity date of September 1, 2019. As of last week, the estimated weighted average interest rate was 3.233 %. The completed resolutions will be distributed at the meeting on Tuesday night. City Resolution No. 2009 -02 — • Authorizes and approves the issuance of the OPWA Amended Notes to the OWRB; • Approves all action taken by the OPWA in connection with the issuance of the Amended Notes; and • Authorizes the execution of all documents necessary to accomplish the transaction. RECOMMENDATION: Staff recommends approval of OPWA Resolution No. 2009 -01 authorizing the conversion of the Promissory Notes to the OWRB from a variable interest rate to a fixed interest rate and other related provisions. ATTACHMENTS: OPWA Resolution No. 2009 -01 OWASSO PUBLIC WORKS AUTHORITY OWASSO, OKLAHOMA RESOLUTION NO. 2009-01 A RESOLUTION AUTHORIZING THE CONVERSION OF THE AUTHORITY'S SERIES 1999B PROMISSORY NOTE TO OKLAHOMA WATER RESOURCES BOARD (THE "1999B NOTE ") FROM A VARIABLE INTEREST RATE TO A FIXED INTEREST RATE; AUTHORIZING THE CONVERSION OF THE AUTHORITY'S SERIES 2001B PROMISSORY NOTE TO OKLAHOMA WATER RESOURCES BOARD (THE "2001B NOTE ") FROM A VARIABLE INTEREST RATE TO A FIXED INTEREST RATE; AUTHORIZING THE CONVERSION OF THE AUTHORITY'S SERIES 2001C PROMISSORY NOTE TO OKLAHOMA WATER RESOURCES BOARD (THE "2001C NOTE ") FROM A VARIABLE INTEREST RATE TO A FIXED INTEREST RATE; AUTHORIZING THE AMENDMENT OF THE 1999B NOTE, THE 2001B NOTE, AND THE 2001C NOTE AND OTHER RELATED DOCUMENTS IN CONNECTION WITH THE REFERENCED CONVERSION OF INTEREST RATE; AUTHORIZING THE DISBURSEMENT OF PROCEEDS OF THE 1999B NOTE, THE 2001B NOTE, AND THE 2001C NOTE AND /OR FUNDS OF THE AUTHORITY FOR COSTS IN CONNECTION WITH THE REFERENCED CONVERSION OF INTEREST RATE; APPROVING AND AUTHORIZING EXECUTION OF PROFESSIONAL SERVICES AGREEMENTS; AND CONTAINING OTHER PROVISIONS RELATING THERETO. WHEREAS, The Owasso Public Works Authority, Tulsa County, Oklahoma (the "Borrower ") was organized under Title 60, Oklahoma Statutes 2001, 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 heretofore issued its Series 1999B Promissory Note to Oklahoma Water Resources Board dated June 30, 1999, in the original principal amount of $570,000 (the "1999B Note "); and WHEREAS, the Borrower heretofore issued its Series 2001B Promissory Note to Oklahoma Water Resources Board dated June 27, 2001, in the original principal amount of $1,805,000 (the "2001B Note "); and WHEREAS, the Borrower heretofore issued its Series 2001C Promissory Note to Oklahoma Water Resources Board dated June 27, 2001, in the original principal amount of $1,005,000 (the "2001C Note "); and WHEREAS, the Borrower desires to convert the interest rate on the 1999B Note, the 2001B Note, and the 2001 C Note from a variable rate of interest to a fixed rate of interest; and WHEREAS, it is now necessary to execute documentation to effectuate said conversion of interest rate. NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY: Section 1. Issuance of Note. (a) The Borrower is hereby authorized to issue its Amended Series 1999B Promissory Note to Oklahoma Water Resources Board (the "Amended 1999B Note ") to effectuate the conversion of the 1999B Note from a variable to a fixed interest rate. Said Amended 1999B Note shall mature not later than September 1, 20, and shall bear interest at an average interest rate of not to exceed % per annum. (b) The final principal amount, which shall be an amount not to exceed $394,000.00, the maturity date, and interest rate of the Amended 1999B Note shall be established pursuant to a Certificate of Determination to be executed by the Chairman or Vice Chairman of the Borrower. (c) The Borrower is hereby authorized to issue its Amended Series 2001B Promissory Note to Oklahoma Water Resources Board (the "Amended 2001B Note ") to effectuate the conversion of the 2001B Note from a variable to a fixed interest rate. Said Amended 2001B Note shall mature not later than September 1, 20_, and shall bear interest at an average interest rate of not to exceed % per annum. (d) The final principal amount, which shall be an amount not to exceed $1,283,300.00, the maturity date, and interest rate of the Amended 2001B Note shall be established pursuant to a Certificate of Determination to be executed by the Chairman or Vice Chairman of the Borrower. (e) The Borrower is hereby authorized to issue its Amended Series 2001C Promissory Note to Oklahoma Water Resources Board (the "Amended 2001C Note ") to effectuate the conversion of the 2001C Note from a variable to a fixed interest rate. Said Amended 2001C Note shall mature not later than September 1, 20_, and shall bear interest at an average interest rate of not to exceed % per annum. (f) The final principal amount, which shall be an amount not to exceed $705,100.00, the maturity date, and interest rate of the Amended 2001C Note shall be established pursuant to a Certificate of Determination to be executed by the Chairman or Vice Chairman of the Borrower. 2 Section 2. Fees and Expenses. Upon issuance of the Amended 1999B Note, the Amended 2001B Note, and the Amended 2001C Note, the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Borrower are hereby authorized to disburse from the proceeds of the Amended 1999B Note, the Amended 2001B Note, and the Amended 2001C Note and/or from funds of the Borrower, the fees and expenses relating to the conversion as set forth on Exhibit "A" attached hereto, and said officers are further authorized to make transfers and disbursements, all as more fully set out in the Closing Order to be executed and delivered at closing of said conversion. Section 3. Professional Services Agreements. The Chairman or Vice Chairman and Secretary or Assistant Secretary of the Borrower are hereby authorized to execute and deliver professional services agreements with Wells Nelson & Associates, for financial advisory services, and with The Public Finance Law Group PLLC, for bond counsel services. Section 4. Necessary Action. The Chairman or Vice Chairman and Secretary or Assistant Secretary of the Borrower are hereby further authorized on behalf of the Borrower to approve the disbursement of the proceeds of the 1999B Note, the 2001B Note, and the 2001C Note, each as converted to a fixed interest rate; to accept, receive, execute, attest, seal and deliver the above - mentioned Amended 1999B Note, Amended 2001B Note, and Amended 2001C Note and all additional documentation, certifications and instruments and to take such further actions as may be required in connection with the transaction contemplated hereby, 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. ADOPTED AND APPROVED THIS 17TH DAY OF FEBRUARY, 2009. ATTEST: Sherry Bishop, Authority Secretary (SEAL) THE OWASSO PUBLIC WORKS AUTHORITY Stephen Cataudella, Chairman 3 11: Fees and Expenses Paid at Closing Wells Nelson & Associates, LLC Financial Advisory Fee and Out -of- Pocket Expenses The Public Finance Law Group PLLC Legal Fee and Expenses Oklahoma Water Resources Board Conversion Costs* * Estimated not to exceed costs