The URL can be used to link to this page

Home My WebLink About2010 02_OPWA_Refinance 1993 OWRB Loan_2010.04.20THE OWASSO PUBLIC WORKS AUTHORITY RESOLUTION NO. 2010-02 A RESOLUTION OF THE OWASSO PUBLIC WORKS AUTHORITY AUTHORIZING A LOAN FROM THE OKLAHOMA WATER RESOURCES BOARD IN THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $700,000; APPROVING THE ISSUANCE OF A PROMISSORY NOTE IN THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $700,000, SECURED BY A PLEDGE OF REVENUES AND AUTHORIZING ITS EXECUTION; DESIGNATING THE LOCAL TRUSTEE; APPROVING AND AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT; APPROVING AND AUTHORIZING THE EXECUTION OF A SERIES 2010 SUPPLEMENTAL NOTE INDENTURE; RATIFYING A LEASE, AS AMENDED BY AN AMENDMENT TO LEASE; APPROVING VARIOUS COVENANTS; APPROVING AND AUTHORIZING PAYMENT OF FEES AND EXPENSES; AUTHORIZING DOCUMENTS PERTAINING TO A YEAR -TO- YEAR PLEDGE OF CERTAIN SALES TAX REVENUE; 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 1993B Promissory Note to Oklahoma Water Resources Board in the original principal amount of $970,000 (the "1993B Note "); and WHEREAS, the 1993B Note provided long term financing for certain water and wastewater system improvements constructed by the Borrower; and WHEREAS, the Board has approved a loan application of the Borrower and the Borrower has determined to borrow money from the Board for the purpose of refinancing the outstanding principal amount of the 1993B Note and to evidence such loan by the issuance of the Borrower's Series 2010 Promissory Note to Oklahoma Water Resources Board in the original principal amount of not to exceed $700,000 (the "2010 Note "), said Note being secured by a pledge of revenue derived from Borrower's water, sanitary sewer, garbage and trash collection systems and the Bailey Ranch Golf -Club (hereinafter collectively the "System ") and the revenue generated pursuant to a two percent (2 %) sales tax received by the Borrower from the City, which sales tax is levied pursuant to Ordinance No. 103 of the City, as amended by Ordinance No. 153 of said City (the "Limited Sales Tax Revenue "). NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY, TULSA COUNTY, OKLAHOMA: Pa Section 1. Issuance of Note. The Borrower is hereby authorized to accept said loan and issue its 2010 Note payable to the Board. The principal amount of the 2010 Note shall not exceed $700,000, and the Net Interest Cost on the 2010 Note shall not exceed 3.25% per annum, and the maturity date shall be not later than October 1, 2019. The Chairman or Vice Chairman shall be authorized to execute a Certificate of Determination establishing the principal amount, maturity, and rate of interest on the Note. The 2010 Note will be secured, by a lien on the revenues of the System and a year -to -year pledge of the Limited Sales Tax Revenue. The officers of the Borrower are hereby authorized and directed to execute the 2010 Note and to do any and all lawful things to effect said loan and secure said loan from the Board. Section 2. Designation of Local Trustee. The Borrower hereby designates The Bank of New York Mellon Trust Company, N.A., to serve as the Local Trustee of certain funds in relation to the 2010 Note. Section 3. Execution of Loan Agreement. The Loan Agreement, 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 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 4. Execution of Series 2010 Supplemental Note Indenture. The Series 2010 Supplemental Note Indenture, by and between the Borrower and the Local Trustee (which supplements and amends the General Bond Indenture dated as of December 1, 1997 between said parties and as heretofore supplemented and amended), pertaining to the 2010 Note is hereby approved and the Chairman or Vice Chairman and Secretary or Assistant Secretary are hereby authorized to execute same for and on behalf of the Borrower, and to do all other lawful things to carry out the terms and conditions of said Series 2010 Supplemental Note Indenture. The General Bond Indenture as heretofore supplemented and amended and as supplemented pursuant to the terms of the Series 2010 Supplemental Note Indenture shall be referred to herein collectively as the "Indenture ". Section 5. Covenants of Borrower. Until payment in full of the 2010 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 Indenture and the Loan Agreement, which covenants are incorporated herein in their entirety. Section 6. Lease. The Lease'dated July 31, 1973, as amended by an Amendment to Lease dated as of July 1, 1996, between the City of Owasso, Oklahoma, and the Borrower, whereby the City leased its water, sanitary sewer, garbage and trash collection systems and the Bailey Ranch Golf Club to the Borrower, is hereby ratified and confirmed and the term of said Lease, as amended, shall extend until the 2010 Note is paid. 3 Section 7. 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) certain fees and expenses all as set forth on Exhibit "A" hereto. Section 8. Sales Tax Pledge. That the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Borrower be and are hereby authorized to execute and deliver any and all documentation on behalf of the Borrower pertaining to the year -to -year pledge of the Limited Sales Tax Revenue for purposes of securing the 2010 Note. Section 9. 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 2010 Note and other funds of the Borrower in connection with the issuance of the 2010 Note and the accomplishment of the transaction contemplated herein, and further, to accept, receive, execute, attest, seal and deliver the above mentioned documents and all additional documentation, certifications and instruments and to take such further actions as may be required in connection with the transaction contemplated hereby, 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 Intentionally Left Blank] M APPROVED AND ADOPTED THIS 20TH DAY OF APRIL, 2010. THE OWASSO PUBLIC WORKS C W '® s AUTHORITY -o ' co: SEAL ;z (S O = O Stephen Catakdella, Chairman w. ATT P�A 091' Sherry ..i STATE OF OKLAHOMA ) )SS COUNTY OF TULSA 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 20' DAY OF APRIL, 2010. t,C WC Oa 0 a 3 W10�wo 0 r� n— — X-- - - jw-4-19% "/: �o� 1, ow Secretary f EXHIBIT "A" Fees and Expenses Paid at Closing The Bank of New York Mellon Trust Company, N.A., Acceptance Fee $500.00 The Public Finance Law Group PLLC Legal Fee and Reimbursement for Out -of- Pocket Expenses $17,000.00 Hawkins Delafield & Wood LLP Special Tax Counsel Legal Fee $5,000.00 Crawford & Associates, P.C. Consulting Fee for Certificate of Additional Debt $2,500.00 Oklahoma Water Resources Board Issuance Costs $6,000.00* * Not to exceed amount; to be established pursuant to Closing Order of Borrower 7 APPROVED BY TRUSTEES MEMORANDUM APR 2 0 2010 TO: HONORABLE CHAIR AND TRUSTEES OWASSO PUBLIC WORKS AUTHORITY HONORABLE MAYOR AND CITY COUNCIL CITY OF OWASSO FROM: SHERRY BISHOP ASSISTANT CITY MANAGER, ADMINISTRATION SUBJECT: OWRB VARIABLE RATE LOAN REFINANCING OPWA RESOLUTION NO. 2010-02 CITY RESOLUTION NO. 2010-04 DATE: April 16, 2010 BACKGROUND: At the March 16, 2010 Regular Authority Meeting, the OPWA Trustees approved a resolution authorizing an application with the OWRB to refinance an existing variable rate loan. (See attached Memorandum dated March 11, 2010.) The Trustees of the Oklahoma Water Resources Board approved that application at their meeting on April 13, 2010. Funding for the OPWA loan will be part of a $35 million Revenue Bond to be issued by the OWRB. Final authorization by the OPWA Trustees and the City Council is needed in order to meet the time requirements for approval by the State Bond Oversight Commission prior to issuance of the OWRB Revenue Bonds. OPWA RESOLUTION NO. 2010-02: Approval of Resolution No. 2010 -02 by the OPWA Trustees would authorize a loan from the OWRB in an amount not to exceed $700,000 to refinance a variable rate loan originally issued in 1993. The Promissory Note would have a maturity date not later than October 1, 2019 with Net Interest Cost not to exceed a specified rate. (The "not to exceed" interest rate will be provided at the April 20, 2010 meeting.) The Resolution authorizes the Chairman or Vice Chairman and officers of the OPWA to execute documents and to take further action as required to complete the transaction. OPWA Resolution No. 2010 -02 approves the Loan Agreement and the Series 2010 Supplemental Note Indenture; affirms the existing security agreements, covenants, lease and sales tax pledge; and approves and authorizes the payment of listed fees and expenses associated with the loan. CITY RESOLUTION NO. 2010-04: Any indebtedness incurred by the OPWA requires City Council approval. City Resolution No. 2010 -04 authorizes and approves the action taken by the OPWA to issue its Series 2010 Promissory Note to the OWRB in an amount not to exceed $700,000. The Resolution further affirms the existing lease and sales tax pledge between the City and the OPWA and authorizes the Mayor and City Clerk to execute documents. RECOMMENDATION: Staff recommends Trustee approval of OPWA Resolution No. 2010 -02, authorizing a loan from the OWRB in an amount not to exceed $700,000, and containing other provisions related thereto. Staff recommends City Council approval of City Resolution No. 2010 -04 approving action taken by the OPWA authorizing a promissory note to the OWRB and containing other provisions related thereto. ATTACHMENTS: OPWA Resolution No. 2010 -02 City Resolution No. 2010 -04 OWRB Application Memo dated March 11, 2010