HomeMy WebLinkAbout2009 11_OPWA_Issuance of Debt_Wastewater Treatment Plat_17 Lift Station_2009.12.01r
THE BOARD OF TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY,
TULSA COUNTY, OKLAHOMA, MET IN REGULAR SESSION AT THE OLD CENTRAL
BUILDING, LOCATED AT 109 NORTH BIRCH, IN SAID CITY ON THE IT DAY OF
DECEMBER, 2009, AT 6:30 P.M.
PRESENT: Stephen Cataudella, Doug Bonebrake, Bryan Stovall, Wayne
Guevara, Jon Sinex
ABSENT: None
Thereupon, the Chairman introduced a Resolution which was read by the Secretary. Trustee
Sinex moved that the Resolution be adopted and Trustee Stovall seconded the motion. The motion
carrying with it the adoption of the Resolution prevailed by the following vote:
AYE: Stephen Cataudella, Doug Bonebrake, Bryan Stovall, Wayne
Guevara, Jon Sinex
NAY: None
The Resolution as adopted is as follows:
RESOLUTION NO. 2009 -11
A RESOLUTION APPROVING AND AUTHORIZING A CLEAN WATER SRF
LOAN FROM THE OKLAHOMA WATER RESOURCES BOARD IN THE
TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$10,960,000.00; APPROVING THE ISSUANCE OF A SERIES 2009B CLEAN
WATER SRF PROMISSORY NOTE (WASTEWATER TREATMENT PLANT
PROJECT) TO OKLAHOMA WATER RESOURCES BOARD IN THE TOTAL
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $10,960,000.00,
SECURED BY A PLEDGE OF REVENUES AND AUTHORIZING ITS
EXECUTION; APPROVING AND AUTHORIZING THE EXECUTION OF A
LOAN AGREEMENT FOR CLEAN WATER SRF LOAN; DESIGNATING A
LOCAL TRUSTEE AND APPROVING AND AUTHORIZING THE
EXECUTION OF A TRUST AGREEMENT; APPROVING AND
AUTHORIZING THE EXECUTION OF A SECURITY AGREEMENT;
RATIFYING AND CONFIRMING A LEASE WHEREBY THE CITY OF
OWASSO LEASED TO THE OWASSO PUBLIC WORKS AUTHORITY ITS
WATER, SANITARY SEWER, AND GARBAGE AND TRASH COLLECTION
SYSTEMS AND THE BAILEY RANCH GOLF CLUB; RATIFYING AND
CONFIRMING A SUBORDINATE LIEN SALES TAX AGREEMENT;
RATIFYING AND CONFIRMING A PARITY AGREEMENT; APPROVING
VARIOUS COVENANTS; APPROVING AND AUTHORIZING PAYMENT OF
FEES AND EXPENSES; AND CONTAINING OTHER PROVISIONS
RELATING THERETO.
WHEREAS, The Owasso Public Works Authority, Tulsa County, Oklahoma (the
"Borrower "), was organized under Title 60, Oklahoma Statutes 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 is authorized and has determined to construct improvements to
the Borrower's wastewater system (the "Project ") in order to better serve the customers of said
Borrower and in payment of part of the cost thereof, to seek money in the form of a Clean Water
SRF Loan from the Oklahoma Water Resources Board (the "Board ") in the amount of not to
exceed $10,960,000.00; and
WHEREAS, the Borrower heretofore issued its (i) Series 1993B Promissory Note to
Oklahoma Water Resources Board issued in the original principal amount of $970,000.00; (ii)
Amended Series 1999B Promissory Note to Oklahoma Water Resources Board issued in the
original principal amount of $380,000.00; (iii) Amended 2001B Promissory Note to Oklahoma
Water Resources Board issued in the original principal amount of $1,255,000.00; (iv) Amended
Series 2001C Promissory Note to Oklahoma Water Resources Board issued in the original principal
amount of $680,000.00; (v) Series 2002B Promissory Note to Oklahoma Water Resources Board
issued in the original principal amount of $1,550,000.00; (vi) Series 2004 Promissory Note to
Oklahoma Water Resources Board issued in the original principal amount of $2,350,000.00; and
(vii) Utility System and Sales Tax Revenue Note, Series 2006 issued in the original principal
amount of $3,865,000.00 (collectively, the "Prior Senior Lien Debt "); and
WHEREAS, the Borrower heretofore issued its (i) Series 1999A Clean Water SRF
Promissory Note to Oklahoma Water Resources Board issued in the original principal amount of
$931,609.92; (ii) Series 2001A Clean Water SRF Promissory Note to Oklahoma Water Resources
Board issued in the original principal amount of $1,029,535.03; (iii) Series 2002A Clean Water
SRF Promissory Note to Oklahoma Water Resources Board issued in the original principal amount
of $886,417.88; (iv) Series 2006 Drinking Water SRF Promissory Note to Oklahoma Water
Resources Board issued in the original principal amount of $4,853,250.00; (v) Utility System and
Sales Tax Revenue Note, Subordinate Series 2007 issued in the original principal amount of
$10,000,000.00; (vi) Series 2009A Clean Water SRF Promissory Note (Detention Facility Project)
to Oklahoma Water Resources Board issued in the original principal amount of not to exceed
$1,920,000.00, to be issued contemporaneously with the Note; and (vii) Series 2009C Clean Water
SRF Promissory Note (76th Street Interceptor Project) to Oklahoma Water Resources Board issued
in the original principal amount of not to exceed $10,960,000.00, to be issued contemporaneously
with the Note (collectively, the "Prior Subordinate Lien Debt "); and
WHEREAS, the Board has under consideration a loan application of the Borrower and the
Borrower has determined to borrow money from the Board to accomplish the Project and to
evidence such loan by the issuance of the Borrower's Series 2009B Clean Water SRF Promissory
Note (Wastewater Treatment Plant Project) to Oklahoma Water Resources Board in the original
principal amount of not to exceed $10,960,000.00 (the "2009B Note "), said 2009B Note being
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secured by a lien on the revenues derived from the water, sanitary sewer, garbage and trash
collection systems and the Bailey Ranch Golf Club of the Borrower (collectively, the "System ") and
a lien on the year -to -year pledge of certain sales tax revenue derived from the levy of a two percent
(2 %) sales tax (the "Sales Tax Revenue "); and
WHEREAS, said lien on the revenues derived from the System and the Sales Tax Revenue
is subordinate in all respects to the lien on said revenues of the System and Sales Tax Revenue
securing the Prior Senior Lien Debt, and said lien is on a parity in all respects with the lien on the
revenues derived from the System and the Sales Tax Revenue securing the Prior Subordinate Lien
Debt; and
WHEREAS, it is the desire of the Borrower to authorize the execution and delivery of any
and all documents necessary or attendant to the issuance of the 2009B Note.
NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO
PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA:
Section 1. Issuance of Note. The Borrower is hereby authorized to accept said loan and
issue its 2009B Note payable to the Board and secured by a pledge of revenue derived from the
operation of the System and a year -to -year pledge of the Sales Tax Revenue. The officers of the
Borrower are hereby authorized and directed to execute said 2009B Note and to do any and all
lawful things to effect said loan and secure said loan from the Board, provided that the principal
amount of the 2009B Note shall be an amount of not to exceed $10,960,000.00, and the rate of
interest on the 2009B Note shall be a fixed rate of interest of two and seventy eight hundredths
percent (2.78 %) per annum inclusive of administrative fees of one half of one percent (1/2 %). The
Chairman or Vice Chairman shall be authorized to execute a Certificate of Determination
establishing the principal amount of the 2009B Note.
Section 2. Execution of Loan Agreement for Clean Water SRF Loan. The Loan Agreement
for Clean Water SRF Loan by and between the Borrower and the Board (the "Loan Agreement ") is
hereby approved and the Chairman or Vice Chairman and Secretary or Assistant Secretary of the
Borrower are hereby authorized to execute same for and on behalf of the Borrower, and to do all
other lawful things to carry out the terms and conditions of said Loan Agreement.
Section 3. Designation of Local Trustee and Execution of Trust Agreement. The Borrower
hereby designates The Bank of New York Mellon Trust Company, N.A., Tulsa, Oklahoma, to serve
as local trustee (the "Local Trustee ") of certain funds in relation to the 2009B Note. The Trust
Agreement, by and between the Borrower and the Local Trustee, pertaining to the 2009B Note (the
"Trust Agreement ") is hereby approved and the Chairman or Vice Chairman and Secretary or
Assistant Secretary are hereby authorized to execute same for and on behalf of the Borrower, and to
do all other lawful things to carry out the terms and conditions of said Trust Agreement.
Section 4. Execution of Security Agreement. The Security Agreement by the Borrower in
favor of the Board (the "Security Agreement "), whereby the Borrower gives a lien on the revenues
of the System and a lien on the Sales Tax Revenue to the Board to secure payment of the 2009B
Note is hereby approved and the Chairman or Vice Chairman and Secretary or Assistant Secretary
are hereby authorized to execute same for and on behalf of the Borrower, and do all other lawful
things to carry out the terms and conditions of said Security Agreement.
Section 5. Covenants of Borrower. Until payment in full of the 2009B Note and
performance of all obligations owing to the Board under the Loan Agreement and the instruments
executed pursuant hereto, unless the Board shall otherwise consent in writing, the Borrower hereby
represents its intent to abide by and carry out the covenants contained in the Security Agreement
and the Loan Agreement, which covenants are incorporated herein in their entirety.
Section 6. Lease. The Lease dated July 31, 1973, as amended by the Amendment to Lease
dated as of July 1, 1996, both by and between the City the Borrower (the "Lease "), whereby the
City leased to the Borrower its water, sanitary sewer, garbage and trash collection systems and the
Bailey Ranch Golf Club is hereby ratified and confirmed and the term of said Lease shall extend
until the 2009B Note is paid.
Section 7. Subordinate Lien Sales Tax Agreement. The Subordinate Lien Sales Tax
Agreement, dated September 1, 2007, by and between the Borrower and the City and pertaining to
the year -to -year pledge of the Sales Tax Revenue of the City is hereby ratified and confirmed.
Section 8. Parity Agreement. The Parity Agreement dated as of September 10, 2007, by
and among the Board, the Borrower, and the Local Trustee, is hereby ratified and confirmed.
Section 9. Fees and Expenses. Upon closing of the referenced loan, the officers of the
Borrower are hereby authorized to disburse (from loan proceeds or other available funds of the
Borrower) those fees and expenses set forth on Exhibit "A" hereto, together with such other fees
and expenses as will be set forth on the Borrower's Closing Order to be executed in connection
with the closing of the financing referenced herein.
Section 10. 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 accept,
receive, execute, attest, seal and deliver the above mentioned documents and all additional
documentation, certifications and instruments, including but not limited to the execution of a legal
services agreement with The Public Finance Law Group PLLC, as Bond Counsel, and to take such
further actions as may be required in connection with the transactions 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.
[Remainder of Page Left Blank Intentionally]
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ADOPTED AND APPROVED THIS 1ST DAY OF DECEMBER, 2009.
THE OWASSO PUBLIC WORKS AUTHORITY
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I, the undersigned, Secretary of The Owasso Public Works Authority, Tulsa County,
Oklahoma, an Oklahoma public trust, do hereby certify that the above and foregoing is a true, full
and correct copy of an excerpt from the minutes of a meeting of the Board of Trustees of said
public trust held on the date above stated, all as recorded in the official minutes of such meeting. I
further certify that the "Open Meeting Law" was complied with for such meeting.
GIVEN UNDER MY HAND THIS 1sT DAY OF DECEMBER, 2009.
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EXHIBIT "A„
Fees and Expenses Paid at Closing
The Public Finance Law Group PLLC
Legal Fee and Out -of- Pocket Expenses
Wells Nelson & Associates, LLC
Financial Advisory Fee and Out -of- Pocket Expenses
The Bank of New York Mellon Trust Company, N.A.
Trustee Bank Acceptance Fee
Exhibit A - page 1
1.0% of principal amount of 2009B
Note issued, plus reimbursement of
expenses of $1,500.00
1.0% of principal amount of 2009B
Note issued, plus reimbursement of
expenses of $1,500.00
$500.00