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HomeMy WebLinkAbout2004.02.17_OPWA Agendab =W111"Wo z TYPE OF MEETING: Regular DATE: February 17, 2004 TIMTE: 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, 2004. A Juhdm M. Stevens, Administrative Assistant 1. Call to Order Chairman Cochran 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 February 3, 2004 Regular Meeting. Attachment #4-A B. Approval of Claims. Attachment #4-B ft:',j\geticLis\OP\VA\2004\021704 doe Owasso Public Works Authority February 17, 2004 Page 2 5. Consideration and appropriate action relating to a request for Trustee approval of Resolution No. 2004 --02, a resolution authorizing the issuance of a Revenue Anticipation Note to the City of Owasso for Capital Projects and others matters relating thereto. Ms. Bishop Attachment ##5 Staff will recommend Trustees approve Resolution No. 2004-02. 11 AAgendasV0 PWA,2004\021704.doe OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, February 3, 2004 The Owasso Public Works Authority met in regular session on Tuesday, February 3, 2004 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, 2004. ITEM 1. CALL TO ORDER Chairman Cochran called the meeting to order at 7:31 p.m. ITEM 2. FLAG SALUTE The flag salute was held during the City Council meeting preceding this meeting. ITEM 3. ROLL CALL PRESENT Gary Cochran, Chair Susan Kimball, Vice Chair Brent Colgan, Trustee Craig Thoendel, Trustee A quorum was declared present. STAFF Rodney J. Ray, Authority Manager Ronald Cates, Authority Attorney ITEM 4. CONSIDERATION AND APPROPRIATE ACTION RELATING TO 7� REQUEST FOR APPROVAL OF THE CONSENT AGENDA A. Approval of Minutes of the January 20, 2004 Regular Meeting. B. Approval of Claims. Mr. Thoendel moved, seconded by Ms. Kimball, to approve the OPWA Consent Agenda including claims totaling $422,958.93 and payroll claims totaling $35,929.70. YEA: Colgan, Kimball, Thoendel, Cochran NAY: None Motion carried 4-0. Owasso Public kVorks Authority February 3, 2004 ITEM 5. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR TRUSTEE APPROVAL OF AN AGREEMENT FOR ENGINEERING SERVICES FOR A WASTEWATER MASTER PLAN UPDATE AND AUTHORIZATION FOR THE CHAIR TO EXECUTE ALI, DOCUMENTS. YEA: Colgan, Kimball, Thoendel, Cochran NAY: None Motion carried 4-0. ITEM 8. NEW BUSINESS sm Ms. Kimball moved, seconded by Mr. Thoendel, to adjourn. YEA: Colgan, Kimball, Thoendel, Cochran NAY: None Motion carried 4-0 and the meeting was adjourned at 7:40 p.m. Owasso Public Works Authority Pat Fry, Minute Clerk February 3, 2004 Gary Cochran, Chair OPWA CLAIMS TO BE PAID 02/17/04 Y-EA,I)MR DESCRIPTION AMOUNT SAMS CLUB MAINT SUPPLIES 21.96 MOTOROLA DISK MIC 179.30 AEP IPSO 01/04 USE 839.34 IKON OFFICE SOLUTIONS COPIER MAINT 85.20 SOUTHWESTERN BELL 02/04 PLEXAR 282.74 METROCALL 12/03 USE 7.11 OMUP 2004 MEMBERSHIP 100.00 ADMINISTRATION DEPT TOTAL 1,515.65 CAMPBELL, PETER METER READINGS 233.25 MCLAURIN, OSCAR METER READINGS 87.30 METER, MARK METER READINGS 585.90 OLINGHOUSE, DAVID R. METER READINGS 493.65 DINKINS, TYRONE METER READINGS 351.00 TECHNICAL PROGRAMMING SERVICES BILLING SERVICE 1,779.68 TECHNICAL PROGRAMMING SERVICES BILLING SERVICE 927.70 UTILITY BILLING DEPT TOTAL 4,458.48 HACH COMPANY FLUORIDE METER AMPULES 45.20 BAILEY EQUIPMENT REPAIR/MAINT SUPPLIES 30.15 TREASURER PETTY CASH MEAL REIMB 14.66 UTILITY SUPPLY CO REPAIR/MAINT SUPPLIES 181.00 LOWES COMPANIES REPAIR/MAINT SUPPLIES 161.76 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 742.49 FUELMAN FUEL 802.85 WATER PRODUCTS TUBING BENDERS /CUTTERS 316.64 NORTH CENTRAL LABORATORIES CHLORINE COLORIMETER 229.59 TREASURER PETTY CASH VEHICLE WASH 5.00 AEP /PSO 01/04 USE 448.83 METROCALL 12/03 USE 83.19 TREASURER PETTY CASH PER DIEM- STEVENS 112.00 WATER DEPT TOTAL 3,173.36 JOLIE, INC. DBA MAIL BOXES ETC MAILING CHARGES 42.54 SAMS CLUB MAINT SUPPLIES 205.67 LOWES COMPANIES REPAIR/MAINT SUPPLIES 6.20 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 386.63 FUELMAN FUEL 166.56 SHERRY LABORATORIES AMMONIA ANALYSIS 120.00 WASTE MANAGEMENT OF OKLA TIPPING FEES 950.94 AEP /PSO 01/04 USE 12,383.95 BAUMAN INSTRUMENT CORP SERVICE CALL 262.36 ACCURATE FIRE EQUIPMENT FIRE EXTINGUISHER INSPECTION 55.00 SOUTHWESTERN BELL 02/04 PLEXAR 104.14 METROCALL 12/03 USE 7.11 WW TREATMENT PLANT DEPT TOTAL 14,691.10 VEN ® ®R f,ESCRfPT1QN AM ®UNT LOWES COMPANIES REPAIR/MAINT SUPPLIES 58.60 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 1,107.72 FUELMAN FUEL 234.58 LOWS COMPANIES VISE 34.00 AEP /PSO 01/04 USE 2,949.58 B & B ELECTRIC LIFT STATION REPAID 2,440.58 BAUMAN INSTRUMENT CORP SERVICE CALL 180.00 ACCURATE FIRE EQUIPMENT FIRE EXT SERVICE 54.00 METROCALL 12/03 USE 42.66 SOUTHWESTERN BELL NON- PLEXAR 49.51 SOUTHWESTERN BELL NON-PLEXAR 189.64 SOUTHWESTERN BELL NON- PLEXAR 48.46 ICM LEAF BLOWER/HOSE 998.05 WASTEWATER DEPT TOTAL 3,387.38 GELLCO SAFETY SHOES SAFETY BOOTS -BYRNE 98.99 AEP /PSO 01/04 USE 73.34 SOUTHWESTERN BELL 02/04 PLEXAR 20.78 METROCALL 12/03 USE 7.12 WASTE MANAGEMENT OF OKLA TIPPING FEES 952.44 RECYCLE DEPT TOTAL 1,152.67 OPWA OPERATING FUND TOTAL 48,491,39 OPWA GRAND TOTAL 48,491.39 DEPARTMENT 2/7/04 OVERTIME TOTAL EXPENSES EXPENSES . ... ...... TO: HONORABLE CHAIR AND TRUSTEESl OWASSO PUBLIC WORKS AUTHORIT FROM: SHERRY BISHOP FINANCE DIRECTOR SUBJECT. RESOLUTION NO, 2004-02 ISSUE A REVENUE ANTICIPATION NOTE DATE: February 13, 2004 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 purchases. The Consolidated Cash Fund currently has $5 million in certificates of deposit earning from 1.3% to 1.35%. Municipal funds are restricted to secure investments, so interest rates are always low. Current interest rates are extremely low. One investment option available to the City is a RAN issued by a trust authority of the city. A RAN offers advantages for both the Authority and the City. The Authority can borrow funds through a fairly simple process at a low interest rate and the City can acquire a secure investment at better interest rates. One effect of this action is the reduction in the cash balances of city funds on deposit with our local banks. However, staff is of the opinion that investing the city's Consolidated Cash Fund in a RAN of the OPWA would be a more productive and effective use of the funds. The use of a RAN by the city would then provide for the concept of line-of-credit financing for future projects, allow local banks to have a first option for long-term financing, and put the city money to work in a more efficient manner. City Resolution No. 2004-03 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 strLICttired to allow the OPWA to draw funds as needed for Capital Improvements Projects for an amount not to exceed $4,000,000. The OPWA may prepay the note whenever other permanent financing is obtained. The RAN will pay 2% interest to the city on the balance of the funds drawn against the note. The N matures March 1, 2005. At that time, the note may be renewed or the terms of the note could be modified. Interest on the note will be paid from the third -penny sales tax which is restricted to constructing or financing capital improvements projects. OPWA Resolution No. 2004-02 authorizes the issuance of the Revenue Anticipation mote 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 Capital Improvements Fund of the City to pay for the construction of the capital improvement projects. Staff recommends Trustee approval of Resolution Igo. 2004 -02 authorizing the issuance of a Revenue Anticipation Note; authorizing the execution of documents; and authorizing the transfer of proceeds of the note to the Capital Improvements Fund of the City. r OPWA Resolution Flo. 2004 ®02 Revenue Anticipation Note Loan Agreement 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 Capital Improvement Projects the construction located in the City; and WHEREAS, there has been presented to this meeting a form of Agreement and Revenue Anticipation Note, slated as of the 17th day of February, 2004, by and between the Authority and the City of Owasso, Oklahoma (the "Note "). NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE *WASSO PUBLIC WORKS AUTHORITY THAT, TO-WIT: SEC'T'ION 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 empovJeb °ed for and on behalf of the Authority to execute and deliver such iurther 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 Capital Improvements Fund of the City of Owasso on an as needed basis to provide funds for the Capital Improvement Projects of the City. r,ASSED AND APPROVED of February, 11 ��' ? J> . 1 iF fit.: `'`"r iI M f 3 i 31 1 3 a to Sherry Bishop, Secretary Ronald D. Cates, Authority Attorney Gary Cochran, Chairman R_&7ENUE ANTICIPATION NOTE OF THE OWASSO PUTLLC)LJ$,,1%1LV T �TT 4), �r_j 2: y Dated as of the Is' day of March, 2004 Owasso, Tulsa County, Oklahoma $4,000,000.00 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 I I I 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 FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00) or so much thereof as shall have been advanced hereon shall be due and payable on or before the 1St day of March, 2005. 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 two percent (2.0%) per annum thereupon shall be due and payable on the I" day of September, 2004 and on the I" day of March, 2005, 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 I" day of March, 2004, 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 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 will 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 Sherry Bishop, Secretary Gary Cochran, Chairman Delivery receipted this day of , 2004. I By: Sherry Bishop, City Clerk Gary Cochran, Mayor THIS LOAN AGREEMENT (the "Agreement ") made and entered into as of the 1St day of March, 2004, is by and between the Owasso Public Works Authority, an Oklahoma public trust, (the "Authority99), and the City of Owasso, Oklahoma, an Oklahoma Municipal Corporation (the "City ") WITNESSE l H: WHEREAS, the City has Bete Tined to make a loan to the Authority, aggregating $4,000,000.00 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 $4,000,000.00, (the "Note") to enable the Authority, pursuant to certain of its approvals, to finance the costs of the construction of the Capital Improvement Projects (the "Projects"). 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 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: 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 $4,000,000.00. 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 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 constriction contracts for the Projects. 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 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, for 4 interest shall accrue, be payable and hi to adjustment, as provided vided 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. 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 (1) 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; and (f) Such other and further materials and/or information as the City may reasonably request. N 3.1 S 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. 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. 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. Q 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 moment. 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. (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. (t) The Authority shall deliver to the City, within one week after they are prepared, copies of the Authority's quarterly financial statements. ! : ! • Mot 1 Us 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 Dote; or 4 (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 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 apl)ly flor or consent to the appointment off a received, a J - appointment .. — received, I trustee or liquidator of themselves or itself, or of all or a substantial part of its assets, or (n) 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 they fall due, (ii) make a general assignment for the benefit of their or its respective 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 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 (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) 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 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. I 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 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, covenants of the Authority under the Note, this Agreement, or otherwise. ARTICLE VI 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, 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. 6.2 Wai-,,ers, 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 Notes 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 6.6 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 1 1 1 N. Main Owasso, Oklahoma 74055 Attention: ftention: Gary Cochran, C—halm -Lan a With c y�im copy to: Ronald D. Cates Authority Attorney 1 1 1 N. Main Owasso, Oklahoma 74055 City City of Owasso 1 1 1 N. Main Owasso, Oklahoma 74055 Attn: Gary Cochran, Mayor With a copy to. Ronald D. Cates City Attorney 1 1 1 N. Main Owasso, Oklahoma 74055 Notice given hereunder shall bP 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 E Sherry Bishop, Secretary (SEAL) ATTEST: 1.10 Sherry Bishop, City Clerk Owasso Public Works Authority M Gary Cochran, Chairman "Authority" City of Owasso, Oklahoma M Gary Cochran, Mayor