HomeMy WebLinkAbout2011 03_OPWA_OWRB Loan_2011.11.15OWASSO PUBLIC WORKS AUTHORITY
OWASSO, OKLAHOMA
RESOLUTION NO. 2011 -03
A RESOLUTION APPROVING AND AUTHORIZING A CLEAN WATER SRF LOAN
FROM THE OKLAHOMA WATER RESOURCES BOARD IN THE TOTAL AGGREGATE
PRINCIPAL AMOUNT OF $3,115,000.00; APPROVING THE ISSUANCE OF A
SERIES 2011 CLEAN WATER SRF PROMISSORY NOTE TO OKLAHOMA WATER
RESOURCES BOARD IN THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF
$3,115,000.00, 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 $3,115,000.00; and
WHEREAS, the Borrower heretofore issued its (i) Amended Series 1999B Promissory
Note to Oklahoma Water Resources Board issued in the original principal amount of
$380,000.00; (ii) Amended 2001 B Promissory Note to Oklahoma Water Resources Board
issued in the original principal amount of $1,255,000.00; (iii) Amended Series 2001 C
Promissory Note to Oklahoma Water Resources Board issued in the original principal
amount of $680,000.00; (iv) Series 2002B Promissory Note to Oklahoma Water Resources
Board issued in the original principal amount of $1,550,000.00; (v) Series 2004 Promissory
Note to Oklahoma Water Resources Board issued in the original principal amount of
$2,350,000.00; (vi) Utility System and Sales Tax Revenue Note, Series 2006 issued in the
original principal amount of $3,865,000.00; and (vi) Series 2010 Promissory Note to
Oklahoma Water Resources Board issued in the original principal amount of $655,000
(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 2001 A 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) to Oklahoma Water Resources Board issued in the
original principal amount of $1,785,000.00; (vii) Series 2009B Clean Water SRF Promissory
Note (Wastewater Treatment Plant) to Oklahoma Water Resources Board issued in the
original principal amount of $10,795,000.00; and (viii) Series 2009C Clean Water SRF
Promissory Note (76th Street Interceptor) to Oklahoma Water Resources Board issued in
the original principal amount of $4,510,000.00, to be issued contemporaneously with the
Note (collectively, the "Prior Subordinate Lien Debt "); and
WHEREAS, the Board approved 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 2011 Clean Water SRF
Promissory Note to Oklahoma Water Resources Board in the original principal amount of
$3,115,000.00 (the "2011 Note "), said 2011 Note being 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 2011 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 2011 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 2011 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 2011 Note shall be an
amount of $3,115,000.00, and the rate of interest on the 2011 Note shall be a fixed rate of
interest of two and sixty -one hundredths of one percent (2.61%) per annum inclusive of
administrative fees of one half of one percent (1 /2 %).
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
2011 Note. The Trust Agreement, by and between the Borrower and the Local Trustee,
pertaining to the 2011 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 2011 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 2011 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, and 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 2011 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.
ADOPTED AND APPROVED THIS 15TH DAY OF NOVEMBER, 2011.
THE OWASSO PUBLIC WORKS AUTHORITY
D ebrake, OP A Chairman
ATTEST:
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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 $33,150.00
Wells Nelson & Associates, LLC
Financial Advisory Fee and Out -of- Pocket Expenses $33,150.00
The Bank of New York Mellon Trust Company, N.A.
Trustee Bank Acceptance Fee
Exhibit A - page 1
$500.00
T he City Without Limits.
TO: The Honorable Mayor and City Council
City of Owasso
The Honorable Chair and Trustees
Owasso Public Works Authority
FROM: Sherry Bishop
Assistant City Manager, Administrative Services
SUBJECT: OWRB Loan - Santa Fe Pump Station Project
City Resolution No. 201 1 -1 1
OPWA Resolution No. 2011 -03
DATE: November 11, 2011
BACKGROUND:
The OPWA Trustees approved the Santa Fe Pump Station and Force Main Improvement project
and approved an agreement for engineering services on February 16, 2010. On September 20,
2010, the Trustees authorized a loan application with the Oklahoma Water Resources Board
(OWRB) for financing the project.
The OWRB operates the State Revolving Fund (SRF) loan program and the Financial Assistance
Program (FAP). These programs provide low interest financing for eligible water, wastewater
and stormwater projects. The OPWA application has been approved by the OWRB for up to
$3,540,000 for financing for this project.
The OWRB staff has completed the final review of project bids and other documentation. A final
budget amount of $3,115,000 and an interest rate of 2.61% for the loan have been approved by
the OWRB. All documents relating to this financing have been prepared by Allan Brooks who
serves as bond counsel for the City and the OPWA and those documents have been reviewed
by City Attorney, Julie Lombardi.
PROPOSED ACTION:
Financing for this project requires action by both the City Council and the OPWA Trustees. The
loan must be approved by the OPWA Trustees and any indebtedness incurred by the OPWA
requires City Council approval.
OPWA Resolution No. 2011 -03 authorizes a Clean Water SRF loan from the OWRB in the amount
of $3,115,000 with an interest rate of 2.61% and approves the issuance of a Series 2011 Clean
Water SRF promissory note to the OWRB. The resolution also affirms the existing security
agreements, covenants, lease and sales tax pledge; approves and authorizes payment of fees
and expenses; and authorizes the Chairman and Secretary to execute documents and to take
further action as required to complete the transaction.
City Resolution No. 2011 -11 approves action taken by the OPWA authorizing issuance of the
Series 2011 Clean Water SRF promissory note to the OWRB. The resolution also ratifies and
confirms existing agreements between the City and the OPWA and authorizes execution of
documents.
RECOMMENDATION:
Staff recommends City Council approval of Resolution No. 2011 -11 approving action taken by
the OPWA authorizing issuance, sale and delivery of its Series 2011 Clean Water SRF Promissory
Note to the OWRB, authorizing execution of documents and containing other provisions related
thereto.
Staff recommends OPWA Trustee approval of Resolution No. 2011 -03 authorizing a Clean Water
SRF loan from the OWRB in the principal amount of $3,115,000; approving the issuance of a Series
2011 Clean Water SRF Promissory Note to the OWRB in the principal amount of $3,115,000;
authorizing execution of all documents; and containing other provisions relating thereto.
ATTACHMENTS:
OPWA Resolution No. 2011 -03