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HomeMy WebLinkAbout2004.12.07_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY TYPE OF MEETING: Regular DATE: December 7, 2004 TIME: 6:30 p.m. PLACE: Council Chambers, Old Central Building 109 N. Birch Notice and agenda filed in the office of the City Cleric and posted at City Hall at 5:00 p.m. on Friday, December 3, 2004. 1 July' nn M. Stevens, Administer ve Assistant 1. Call to Order Chairman Kimball 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 o the Minutes of the November 16, 2004 Regular Meeting. Attachment #4 -A B. Approval of Claims. Attachment 44 -B H' \Agendas \OP W A \2004\ 120704. doc Owasso Public Works Authority December 7, 2004 Page 2 5. Consideration and appropriate action relating to a request for Trustee approval to purchase one Chevrolet C3500 Series service truck in the amount of $34,255.20 and authorize payment. Ms. Stagg Attachment 45 Staff will recommend Trustee approval to purchase one Chevrolet C3500 Series service truck for the Wastewater Collection Division in the amount of $34,255.20 and authorize payment to Classic Chevrolet, Owasso, Oklahoma. 6. Consideration and appropriate action relating to a request for Trustee approval of the defeasance of the Authority's Series 1997 Revenue Refunding Bonds and Series 1998 Revenue Bonds; authorizing payment of fiends and authorizing the Authority's Chairman, Manager, and Treasurer to take all necessary action and execute all necessary documents requested to accomplish such defeasance. Ms. Bishop Attachment #6 Staff will recommend Trustee approval of the defeasance of Series 1997 and Series 1998 outstanding bonds. 7. Consideration and appropriate action relating to a request for Trustee adoption of Resolution No. 2004 -8, a resolution approving the issuance of a Revenue Anticipation Note in an amount not to exceed $3,800,000 to the City of Owasso; and, approving a loan agreement between the Owasso Public Works Authority and. the City of Owasso, providing for the mar er and method of administering and repayment of the Revenue Anticipation Note; and, authorizing the Chairman to execute all documents necessary to accomplish the agreement. Ms. Bishop Attachment 47 Staff will recommend Trustee adoption of Resolution No. 2004 -8 approving the issuance of a Revenue Anticipation Note and proposed loan agreement. I1: \Agendas \OP WA \2004\ I20704.doc Owasso Public Works Authority December %, 2004 Page 3 8. Consideration and appropriate action relating to a request for Trustee authorization of the Authority's staff to solicit quotes for the issuance of debt in the amount of ten million dollars for the financing of Capital Projects.. Ms. Bishop Attachment #8 Staff will recommend Trustee approval and that authorization be granted for the solicitation of quotes for the private placement of debt in the amount of ten million dollars, such approval relating only to the solicitation of bids. 9. Report from OPWA Manager. 10. Report from OPWA Attorney. 11. New Business. (New Business is any item of business which could not have been foreseen at the time of posting of the agenda.) 12. Adjournment. HAAgendas \OP W A \2004\ 120704.doc OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, November 16, 2004 The Owasso Public Works Authority met in regular session on Tuesday, November 16, 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, November 12, 2004. ITEM 1. CALL TO ORDER Chairman Kimball called the meeting to order at 7 :14 p.m. ITEM 2. FLAG SALUTE The flag salute was held during the City Council meeting preceding this meeting. ITEM 3. ROLL CALL PRESENT ABSENT Susan Kimball, Chair Craig Thoendel, Vice Chair Steve Cataudella, Trustee Gary Cochran, Trustee Brent Colgan, Trustee A quorum was declared present. STAFF Rodney J. Ray, Authority Manager Ronald Cates, Authority Attorney ITEM 4. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR TRUSTEE APPROVAL OF THE CONSENT AGENDA A. Approval of Minutes of the November 2, 2004 Regular Meeting. B. Approval. of Claims. Mr. Cataudella moved, seconded by Mr. Colgan, to approve the OPWA Consent Agenda with claims totaling $122,631.46, and payroll claims totaling $55,307.20. YEA: Cataudella, Cochran, Colgan, Kimball, Thoendel NAY: None Motion carried 5-0. Owasso Public Works Authority November 16, 2004 ITEM 5. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR TRUSTEE APPROVAL OF A SUPPLEMENTAL APPROPRIATION TO THE OWASSO PUBLIC WORKS AUTHORITY (OPWA) FUND INCREASING EXPENDITURES OF THE WATER DISTRIBUTION DEPARTMENT BY $18,500.00. Mr. Ray presented the item. Mr. Colgan moved, seconded by Mr. Thoendel, to approve a supplemental appropriation to the OPWA Fund, increasing expenditures of the Water Distribution Department by $18,500.00, for the purpose of obtaining a feasibility study regarding a water transmission line from the Oklahoma Ordinance Works Authority in Pryor, Oklahoma to the City of Owasso, such study financed cooperatively with the cities of Jenks, Bixby and Glenpool. YEA: Cataudella, Cochran, Colgan, Kimball, Thoendel NAY: None Motion carried 5 -0. ITEM 6. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR TRUSTEE AUTHORIZATION OF THE CITY MANAGER TO EXECUTE AN ENGINEERING AGREEMENT WITH HOLLOWAY, UPDIKE AND BELLEN, INC. IN THE AMOUNT OF $18,500.00. Mr. Cochran moved, seconded by Mr. Thoendel, for Trustees to authorize the City Manager to execute an engineering agreement with Holloway, Updike and Bellen, Inc. for a total cost of $65,000.00, dividing the cost of the study between the Cities of Jenks, Bixby, Owasso and Glenpool, with the three larger cities paying $18,500.00 each and the smaller City of Glenpool paying $9,500.00. YEA: Cataudella, Cochran, Colgan, Kimball, Thoendel NAY: None Motion carried 5-0. ITEM 7. REPORT FROM OPWA MANAGER Mr. Ray commended the Council members for their involvement and their approval of the feasibility study. ITEM 8. REPORT FROM OPWA ATTORNEY None 2 Owasso .Public Works .Authority November 16, 2004 ITEM 9. NEW BUSINESS None ITEM 10. ADJOURNMENT Mr. Colgan moved, seconded by Mr. Cataudella, to adjourn. YEA: Cataudella, Cochran, Colgan, Kimball, Thoendel NAY: None Motion carried 5-0 and the meeting was adjourned at 7:19 p.m. Susan Kimball, Chair Pat Fry, Minute Clerk OPWA CLAIMS TO BE PAID 12/07/04 VENDOR DESCRIPTION AMOUNT OK MUNICIPAL LEAGUE CITY/TOWN DIRECTORY 17.50 OFFICE DEPOT BINDERS 16.40 OFFICE DEPOT OFFICE SUPPLIES 101.51 OFFICE DEPOT BACK -UP TAPES 29.57 WAL -MART COMMUNITY DOCUMENT FRAME 11.97 TREASURER PETTY CASH OFFICE SUPPLIES 1.47 OFFICE DEPOT OFFICE SUPPLIES 73.32 SAMS CLUB MAINT SUPPLIES 57.45 CULLIGAN OF TULSA BOTTLED WATER 22.44 TERMINIX . PEST CONTROL 44.00 US CELLULAR CELL PHONE USE 51.78 TREASURER PETTY CASH PARKING 15.00 ADMINISTRATION DEPT TOTAL 442.41 OFFICE DEPOT OFFICE SUPPLIES 4.17 MID - AMERICA COLLECTION SERVICE COLLECTION SERVICES 253.68 OLINGHOUSE, DAVID R. METER READINGS 558.45 METER, MARK METER READINGS 579.15 DINKINS, TYRONE METER READINGS 365.25 BALSIGER, KATHLEEN A METER READINGS 149.85 MCLAURIN, OSCAR METER READINGS 310.50 TECHNICAL PROGRAMMING SERVICES BILLING SERVICES 2,739.00 UTILITY BILLING DEPT TOTAL 4,960.05 MILL CREEK LUMBER & SUPPLY REPAIR /MAINT SUPPLIES 40.87 WATER PRODUCTS MAINT SUPPLIES 25.00 GELLCO SAFETY SHOES BOOTS- BARGAS 127.99 GEORGE & GEORGE SAFETY GLOVES 35.38 UNIFIRST CORPORATION UNIFORMS /PROT CLOTHING 230.63 BROWN FARMS SOD SOD 50.00 WATER PRODUCTS LEAK REPAIRS 239.02 TREASURER PETTY CASH MAINTENANCE SUPPLIES 4.33 WATER PRODUCTS WATER METER REPLACEMENTS 641.20 CITY OF TULSA UTILITIES SERVICES PURCHASED WATER 145,912.40 METROCALL 10/04 USE 57.34 SOUTHWESTERN BELL NON- PLEXAR- 9181493649 76.20 US CELLULAR CELL PHONE USE 51.78_ WATER DEPT TOTAL _ 147,492.14 THE UPS STORE DBA MAIL BOXES SHIPPING 16.25 WW GRAINGER PADLOCKS 73.40 LOWES COMPANIES MAINT SUPPLIES 21.11 BAUMAN INSTRUMENT CORP CARTRIDGE -CHART RECORDERS 87.55 ENVIRONMENTAL RESOURCE ASSOCIATES NUTRIENTS 69.98 SAMS CLUB MAINT SUPPLIES 15,38 CIBA SPECIALTY CHEMICALS CORP CHEMICALS 2,411.20 GEORGE & GEORGE SAFETY GLOVES 35.38 VENDOR DESCRIPTION AMOUNT UNIFIRST CORPORATION GREEN COUNTRY TESTING HUTHER & ASSOCIATES TERMINIX METROCALL OFFICE DEPOT GEORGE & GEORGE SAFETY UNIFIRST CORPORATION WW GRAINGER LOWES COMPANIES WAL -MART COMMUNITY WATER PRODUCTS ICM OKLAHOMA NATURAL GAS METROCALL SOUTHWESTERN BELL SOUTHWESTERN BELL SOUTHWESTERN BELL SOUTHWESTERN BELL OFFICE DEPOT O'REILLY AUTOMOTIVE WILLIAMS REFUSE EQUIPMENT WILLIAMS REFUSE EQUIPMENT GEORGE & GEORGE SAFETY UNIFIRST CORPORATION NATIONAL POWER WASH METROCALL WASTE MANAGEMENT OF OKLA TREASURER PETTY CASH UNIFIRST CORPORATION WASTE MANAGEMENT OF TULSA WASTE MANAGEMENT OF OKLA JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK UNIFORMS /PROT CLOTHING 183.22 AMMONIA TESTING 80.00 TESTING 1,540.00 PEST CONTROL 45.00 10/04 USE 14.24 WW TREATMENT PLANT DEPT TOTAL, 4,592.71 OFFICE SUPPLIES 14.84 GLOVES 35.38 UNIFORMS /PROT CLOTHING 291.12 SUMP PUMP 148.28 MAINT SUPPLIES 50.07 MAINT SUPPLIES 5.82 MANHOLE REPAIRS 180.00 ROOT CUTTER 1,125.00 10/04 USE 56.09 10/04 USE 41.57 NON- PLEXAR- 9181493111 151.80 LIFT STATION - 3710498 45.98 LIFT STATION - 3718853 53.12 LIFT STATION - 3715244 46.64 WASTEWATER DEPT TOTAL 2,245.71 COPY PAPER 29.76 OIL 2.99 GREEN POLYCARTS 11,767.17 RED POL.YCARTS 1,322.15 GLOVES 35.38 UNIFORMS /PROT CLOTHING 187.57 VEHICLE WASHING 260.00 10/04 USE 35.60 TIPPING FEES 10,128.62 REFUSE DEPT TOTAL 23,769.24 CDL LICENSE - BYRNE 41.50 UNIFORMS /PROT CLOTHING 20.40 TIPPING FEES 1,829.47 TIPPING FEES 1,969.21 RECYCLE DEPT TOTAL, 3,860.58 OPWA OPERATING FUND TOTAL 187,362.84 FAP- 04- 0006 -L. 21,530.88 O RF-02- 0017 -L 10,300.60 ORF -99 -008 -L 2,432.40 FAP -92- 0107• -L 3,261.84 FAP- 01- 00034. 5,016,81 ORF -01- 0002 -L 8,680.83 CAPITAL IMPROVEMENTS FUND TOTAL 51,22136 JPMORGAN CHASE BANK JPMORGAN CHASE BANK DESCRIPTION AMOUNT 1997 REV BONDS 44,155.46 1998 REV BONDS 95,298.16 OPWA SALES TAX FUND TOTAL 139,453.62 OPWA GRAND TOTAL 378,039.82 OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 11/27/2004 Wastewater 53.55 10,776.46 tNa�tewat�r Collector x` $994 89 j �t6,549 07' Refuse 439.43 9,499.48 TO: THE HONORABLE MAYOR AND CITY COUNCIL CITY OF OWASSO FROM- PUBLIC • 1 •R In May 2004, in response to the growing service needs of the community, City Council approved funding for the purchase of three new vehicles: two (2) 1-ton and one (1) 3/4 -ton service trucks for the Public Works Department. Following Council approval, technical specifications were prepared for each vehicle to allow for differences in service body features and chassis requirements. Custom features such as four -wheel drive, front /rear all - terrain tires, removable steel overhead ladder rack, storage compartment lighting, spray --on bed liner and steel screen cab protector were included as alternates to provide an option should the combined cost for the base vehicle and alternate components exceed available funding. BID ANALYSIS In September 2004, bid documents were mailed to seven prospective bidders, and on October 6th, two bids and two "No Bid" responses were received as follows: 3500 Series Service Truck (Siormwater Division) Vender _ Base Bid Alt. #1 Alt. #2 Extended Price Ferguson Pontiac Broken Arrow, Oi<� MIi<e Quinn Dodge Tulsa, OK Classic Chevrolet Owasso, Oi< $30,224.80 $3,100.00 $65.00 $33,389.80 Speedway Chevrolet $29 803.50 $2,699.78 included in $32,503.28 Broken Arrow, OK Base Bid Alternate #1 — Four -wheel drive Alternate #2 — Front and rear all- terrain tires Page 3 of 3 Vehicle Purchases Stormwater, Streets, And Wastewater Collection Divisions 1 `, 1. Staff recommends City Council approval of the purchase and authorization for payment for the following vehicles: a. A current production model, Chevrolet Silverado C3500 service truck for the Storrawater Division in the amount of $33,389.80 from Classic Chevrolet, Owasso, Oklahoma. b. A current production model, Chevrolet 2500 Series regular cab pickup truck for the Streets Division in the amount of $17,835.26 from Speedway Chevrolet, Broken Arrow, Oklahoma. 2. Staff recommends OPWA Trustees approval of the purchase and authorization for payment for a current production model, Chevrolet C3500 service truck for the Wastewater Collection Division in the amount of $34,255.20 from Classic Chevrolet, Owasso, Oklahoma. A. Bid Proposals 1111) 111t011OSA L - St-J13M ITTAL PAGE VENI)OR MAY BID ON 11 2, OR ALL 3 VEHICLES VEIJICLE41 -WASTEWATER COLLECTION DIVISION CURRENT YEAR MODEL DUAL REAR WHEEL, 2-DOOR CONVENTIONAL CAB 3500 SERIES SERVICE TRUCK OWASSO PUBLIC WORKS AUTHORITY VEHICLE SUMMARY m•�� N wo Wl I VEHICLE 42 - STORMWATER DIVISION CURRENT YEAR MODEL DUAL REAR WHEEL, 2-DOOR CONVENTIONAL CAB 3500 SERIES UTILITY TRUCK CITY OF OWASSO, OKLAHOMA VEHICLE SUMMARY MADE: MODEL: 29HOR VEHICLE #I - WASTEWATER COLLECTION DIVISION CURRENT YEAR MODEL DUAL REAR WHEEL, 2-DOOR CONVENTIONAL CAB 3500 SERIES SERVICE TRUCK OWASSO PUBLIC WORKS AUTHORITY VEHICLE SUMMARY MAKE: MODEL: TOTAL BASE BID ON SERVICE TRUCK (WWC) $ VEHICLE H2 - STORMWATER DIVISIOA CURRENT YEAR MODEL DUAL REAR WHEEL, f--DOOR CONVENTIONAL CAB 3500 SERIES UTILITY TRUCK CITY OF OWASSO, OKLAHOMA VEHICLE SUMMARY MAI.',E: MODEL: -1, TOTAL BASE BID ON UTILITY TRUCK (STORN4WATER) ALTERNATE 41 BID- $ ALTERNATE 42 BID- $ 0 UiTent - 13 For Rmiew 11 Ptwse Comment EJ Please Reply Q Please Req."Z a Comments- This trammission. is to confim ' the extensioD of my bid on three (3) vehicles that we bid, and wan, onOctobexo6,2004. Call with any questions you may have. TO: HONORABLE CHAIR A1 TRUSTEES OWASSO PUBLIC WORKS AUTHORITY •T, C •, DIRECTOR SUBJECT: DEFEASANCE OF BONDS DATE® December 3, 2004 The ®PWA has two outstanding revenue bond issues funded by the third penny sales tax both that mature in 2007. The Series 1997, Revenue Refunding Ponds were issued to refinance the 1988 revenue bonds which funded capital projects. The Series 1998, Revenue Bonds funded capital projects. In 1988 when the first "third penny" revenue bonds were issued, that penny generated only about $700,000. The penny was not sufficient collateral to secure the bonds so all three cents of sales tax and all revenues of the OPWA were pledged to pay the debt. That collateral position continued to the 1997 and 1.998 bonds. As long as that debt is outstanding, that collateral structure has to continue and any new debt would have a subordinate position to the old debt. In other words, the new debt gets paid last. Paying off the 1997 and 1998 revenue bonds would "free up" the third penny and make it available to pledge against new debt to fund current capital projects. That makes the new debt more attractive to lenders and gives the ®PWA a better interest rate. The third penny is budgeted to generate $3,570,000 this fiscal year. With no other obligation against the penny, it would be very good collateral for new debt and provide greater security (thus potentially lower interest rates) for those who purchase such debt. Both the 1997 and 1998 revenue bonds have annual principal payments and semiannual interest payments due through November 2007. The bonds are not callable and cannot be paid off before the maturity date. However, the bonds can be "defeased" which has the same affect as the bonds being paid. To "defease" the bonds, money would be put into an escrow account to fund the principal and interest payments through maturity. The 1997 bonds have a principal balance of $1,830,000 with total semiannual interest payments of $188,835 for a total of $2,018,835. The 1998 bonds have a principal balance of $3,165,000 with total semiannual interest payments of $283,625 for a total of $3,448,625. An escrow to defease the bonds would be invested in interest bearing government securities and would have to fund payments totaling $5,467,460 over the next three years. Approximately $5,170 000 would be required depending on the interest rate of the escrow investments. Funds currently held by the trustee bank in the reserve and debt service accounts for these bonds total $1,429,431 and would be available to transfer to the escrow. Additional cash of approximately $3,740,000 would be needed. That additional cash to fund the escrow could be provided by the City of Owasso investing in a Revenue Anticipation Note issued by the OPWA (Sales Tax Account). The Revenue Anticipation Note would be repaid out of the third penny sales tax as the original 1997 and 1998 bonds would have been. Staff recommends OPWA Trustees authorize payment of funds and authorize the Authority Chair and staff to take all necessary action and execute all documents necessary to accomplish the defeasance of the Series 1997, Revenue Refunding Bonds and the Series 1998 Revenue Bonds. `1`{ ! f J TO: HONORABLE ♦ R AND TRUSTEES FROM: OWASSO PUBLIC WORKS AUTHORITY SHERRY , , , l,- FINANCE DIRECTOR SUBJECT: RESOLUTION 2004-08 AUTHORIZING ISSUANCE OF REVENUE ANTICIPATION N • DATE: December 3, 2004 Over the past ten years, the City of Owasso and its trust authorities have utilized Revenue Anticipation Notes (RAN) several times with good results for both the city and the authority. 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). 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 a good interest rate. This proposed Revenue Anticipation Note would provide funds to the OPWA to defease the Authority's Series 1997, Revenue Refunding Bonds and the Series 1998, Revenue Bonds. The exact amount of cash needed for the defeasance will not be known until the securities are purchased for the escrow. The amount will be approximately $3,740,000. The proposed RAN is for an amount not to exceed $3,800,000. The RAN will pay 2% interest semiannually to the city on the balance of the note. The RAN matures and the principal will be due December 1, 2007 but may be prepaid at any time. Principal and interest on the note will be paid from the third -permy sales tax which was the source of debt service payments on the bonds being defeased. City Resolution No. 2004-23 authorizes the city treasurer to invest an amount not to exceed $3,800,000 in a Revenue .Anticipation Note issued by the Owasso Public Works Authority and approves the indebtedness of the OPWA. OPWA Resolution No. 200408 authorizes the issuance of the Revenue Anticipation Note by the OPWA and authorizes the execution of all necessary documents. The resolution also authorizes the expenditure of the proceeds to defease the revenue bonds. ORYINUMO Staff recommends Trustee approval of Resolution No. 2004-08 authorizing the issuance of a Revenue Anticipation Note; authorizing the execution of documents; and authorizing the payment of proceeds of the note to defease revenue bonds. OPWA Resolution No. 2004 -08 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, WHERE AS, the Authority has determined that it would be most advantageous at this time for the Authority to provide funds for the defeasance of the Authority's Revenue Refunding Bonds, Series 1997 and the Authority's Revenue Bonds, Seriesl998; and WHERE, AS, the Authority has determined that the issuance of a Revenue Anticipation. Dote to be repaid by the Third Penny Sales Tax would be most advantageous; and WHERE AS, there has been presented to this meeting a form of Agreement and Revenue Anticipation Note, dated as of the 10th day of December, 2004, by and between the Authority and the City of Owasso, Oklahoma (the "Note "). NOW, THERE' FORE, ICE IT + SOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORK AUTHORITY THAT, TO-WIT- SECTION OBE. 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 Dote in said form and. containing the terms and provisions contained in said Dote, 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 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. SECTI ®N FOUR. The Treasurer of the Authority is authorized to expend the proceeds of the Note to defease the Authority's Revenue Refunding Bonds, Series 1997 and the Authority's Revenue Bonds, Series1998. MASSED AND APPROVED this 7th day of December, 2004. 0 Sherry Bishop, Secretary APPROVED AS TO FORM: Authority Attorney Susan Kimball, Chairman RE VENUE ANTICIPATION NOTE OF as of the 10th day of December, 2004 Owasso, Tulsa County, Oklahoma $3,800,000.00 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 111 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 THREE MILLION, EIGHT HUNDRED THOUSAND AND NO /100 DOLLARS ($3,800,000.00) or so much thereof as shall have been advanced hereon shall be due and payable on or before the 1st day of December, 2007. Interest on the unpaid portion of the principal balance computed from the date of each payment, until principal is paid in full, at the rate of two percent (2.0 %) per annum thereupon shall be due and payable on the 1st day of December and on the 1st day of June until principal is paid in full. 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 dated as of the 10th day of December, 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 defease Borrower's Series 1997, Revenue Refunding Bonds and Series 1998, Revenue Bonds. 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 1 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. Oklahoma OWASSO PUBLIC WORK'S AUTHORITY an 0 �S�rl�idll Sherry Bishop, Secretary Susan Kimball, Chairman Delivery receipted this day of __ , 2004. Sherry Bishop, City Cleric 2 CITY OF OWASSO, OKLAHOMA By; Susan Kimball, Mayor R? n THIS LOAN AGREEMENT (the "Agreement ") made and entered into as of the 10"' day of December, 2004, is by and between the Owasso Public Works Authority, an Oklahoma public trust, (the "Authority "), and the City of Owasso, Oklahoma, an Oklahoma Municipal Corporation (the "City "). 1N► /_NN►MIR17w1-ral WHEREAS, the City has determined to make a loan to the Authority, aggregating $3,800,000.00 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 $3,800,000.00, (the "Note ") to enable the Authority, pursuant to certain of its approvals, to defease the Authority's Revenue Bonds; and WHEREAS, pursuant to the terms and conditions hereinafter set forth, the City is wiling to make such loan to be evidenced by the Note; and WHEREAS, the payment of the Note is to be made from the general 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: VVWFrffffM 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 of $3,M0,000.00. 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 advance the proceeds of the loan to the Authority to defease the Revenue Bonds. 1.3 Terms of the Note. The Note shall be in substantially the form set forth in Exhibit Aattached hereto. Interest shall accrue, be payable 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 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. 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 this Agreement, (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 Defeasance as the City may reasonably require; and (f) Such other and further materials and /or information as the City may reasonably request. 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 or Promissory Notes of the Auhority currently outstanding or to be issued in the future. 2 F_Vf7VTf@Tff,JM 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. Left blank intentionally. 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. 3 F-MvireffiffWA . r 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 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 apply for or consent to the appointment of a receiver, 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 (1) become insolvent, generally fail to pay, or admit in writing its inability to pay its respective debts as they fall due, (ii) make a general assignment for the benefit of its 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 it 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) 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 (h) 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. 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: 0 (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) 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. FRINVA 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 shall thereupon terminate and be discharged and satisfied. 6.2 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. 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 Note 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 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 111 N. Main Owasso, Oklahoma 74055 Attention: Susan Kimball, Chairman With a copy to: Rodney J. Ray Authority Manager 111 N. Main Owasso, Oklahoma 74055 City City of Owasso 111 N. Main Owasso, Oklahoma 74055 Attn: Susan Kimball, Mayor With a copy to: Rodney J. Ray City Manager 111 N. Main Owasso, Oklahoma 74055 Notice given hereunder shall be 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 Couterparts. 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: IX:. Sherry Bishop, Secretary (SEAL) ATTEST: M Sherry Bishop, City Clerk Owasso Public Works Authority Susan iKimball , Chairman " /� �.tthority" City of Owasso, Oklahoma By: C Susan Kimball, Mayor lam• tt 1 .� 1 TO: HONORABLE CHAIR AND TRUSTEES OWASSO PUBLIC WORKS AUTHO'tTTW FROM: SHERRY BISHOP FINANCE • 1 DATE® December 3, 2004 Many months ago the City Council, the Capital Improvements Committee and city staff began an effort to develop a strategy that would reduce the cost of financing major capital improvement projects. One element of the desired concept was the use of line -of- credit financing so that funds could be drawn only as needed thereby reducing interest costs. A Revenue Anticipation Note (RAN) was issued in February by the OPWA for $4,000,000 to meet the need for short -term construction financing for the city's capital improvement projects. After the Capital Improvements Fund cash was depleted, project costs were drawn against the RAN financing. The permanent bank financing to replace the RAN financing will be tax - exempt and therefore subject to IRS regulations concerning tax -- exempt debt. One restriction is the total amount of tax- exempt financing issued by the city and its authorities in a calendar year. No more than $10 million in "bank qualified" debt, which has better interest rates, can be issued in a year. Other IRS regulations concern the use of the proceeds of tax - exempt debt when paying for past expenditures. The OPWA has already approved Reimbursement Resolutions officially declaring the intent to be reimbursed for specific capital projects dating back to January. Paid project expenses currently eligible for reimbursement total $5.4 million. Major street projects planned for the next year, including the 96th Street and Hwy 169 interchange, the 96th & Garnett intersection and the Garnett widening, will total more than. $10 million. Additionally, the fire station remodel and other projects are underway or planned for the next year. Witli the paid projects to be reimbursed, projects under construction and planned for the next year, the total funding needs will definitely exceed the desired $1.0 million maximum. Therefore, debt will need. to be issued during two separate calendar years. Interest rates are expected to increase next year, so it is desirable to borrow as much as possible now at the lowest interest rates and avoid any risk of exceeding the $10 million threshold during calendar 2005. A seven -year $10 million loan with the third -penny sales tax pledged to repay the debt would provide the first phase of funding. Additional debt would be issued in calendar 2005 to complet ; the capital project funding needs. Plans are to solicit interest rate quotes for the private placement of the debt with a December 22 closing. In order to prepare loan documents before a December 22 closing, final approval of the indebtedness by the ®PWA Trustees and the City Council would be needed at a Special Meeting to be called for December 16th or 17th. At this time, staff is requesting authorization to solicit quotes only. Staff recommends Trustee approval and authorization for the solicitation of quotes for the private placement of debt in the amount of ten million dollars ($10,000,000) for financing Capital Projects, such approval relating only to the solicitation of quotes.