Oklahoma City Water Utilities Trust

AGENDA April 23, 2024 2:00 PM Trustees: James D. Couch, Chairman, Independent Trustee Sharon Voorhees, Independent Trustee Todd Stone, Council Trustee David Holt, Mayor Trustee Mark K. Stonecipher, Vice Chairman, Surrogate Trustee Craig Freeman, City Manager Trustee Laura A. Johnson, Surrogate Trustee Chris Browning, General Manager Amy K. Simpson, Secretary City Council Chambers, Third Floor, 200 North Walker Avenue Oklahoma City, Oklahoma Residents can watch the meeting live by going to http://youtube.com/cityofokc/live. Meetings can also be watched live on Cox Cable Channel 20. Meetings are replayed on Cox Cable Channel 20 the same evening. If there are technical difficulties with the live stream during the meeting, a video will be posted as soon as possible after the meeting. OKLAHOMA CITY WATER UTILITIES TRUST MEETING INFORMATION Oklahoma City Water Utilities Trust Page 1 of 6 April 23, 2024  OKLAHOMA CITY WATER UTILITIES TRUST MEETING INFORMATION The Oklahoma City Water Utilities Trust usually meets twice per month on Tuesdays at 2:00 p.m. in Council Chambers at City Hall, unless different or prior notice of a change is posted. Call 297­2422 to confirm meeting dates. It is the policy of the Trust to ensure that communications with participants and members of the public with disabilities are as effective as communications with others. Anyone with a disability who requires an accommodation, a modification of policies or procedures, or an auxiliary aid or service in order to participate in this meeting should call (405) 297​­2422 at least 48 hours in advance (not including weekends or holidays). The staff will give primary consideration to the choice of auxiliary aid or service requested by the individual with disability. If you need an alternative format of the agenda, or any information provided at this meeting, please call (405) 297­​2422 at least 48 hours before the meeting. Addressing the Trust Citizens may address the Trust on certain items by signing up to speak and providing the agenda item number, their reason for appearing and their address, but all comments must be relevant to the item. If you wish to address the Trust, you may call 297­2422 or you may sign up to speak at the meeting. The Chairman or presiding officer may in his or her discretion prohibit a person from addressing the Trust, or have any person removed from the Council Chamber, if that person commits any disorderly or disruptive behavior, which includes without limitation any of the following: speaking without being recognized by the Chairman or presiding officer; continuing to speak after notice that the speaker’s allotted time has expired; presenting comments or material not relevant to the item under discussion; failing to comply with the lawful instructions of the Chairman or presiding officer; engaging in other conduct, activity, or speech that delays, disturbs, interferes, or disrupts the effective or timely conduct of the meeting, or is otherwise violent, threatening, abusive, obscene, or jeopardizing the safety of self or others. A person may also be subject to arrest and removal from the Municipal Building for violation of Oklahoma City Municipal Code 2020, § 30­81 – Disorderly conduct and/or violation of Okla. Stat. tit. 21, §280­ Willfully Disturbing, Interfering With or Disrupting State Business, Agency Operations or Employees. Citizens may address the Trust on individual concerns at the end of the agenda under “Citizens to be Heard.” Comments must concern Trust services or policies. Please fill out a "Request to be Heard" form located outside the Chambers. Please return this form to the Trust Secretary before the meeting begins. PLEASE LIMIT YOUR COMMENTS TO 3 MINUTES. Continuing to speak beyond the time allowed by the Chairman or presiding officer shall constitute grounds for removal from the Council Chamber. Trust Actions The Trust may take any of several actions including but not limited to adopt, approve, ratify, deny, defer, recommend, amend, strike, or continue any item. The Trust is not limited by staff recommendations as to the actions it may take. If more information is needed, the Trust may refer matters to the General Manager or to Legal Counsel, or submit them to committees, boards, commissions, or independent consultants for additional study. The Trust may authorize the General Manager or Legal Counsel to take certain actions. Items may be stricken from the agenda, or no action may be taken. Consent Docket Consent Docket items are usually approved as a group with the proper motion from a Trustee. Consent Docket items usually involve routine actions or standard contracts. Trustees, staff, or citizens may request discussion or separate consideration of any Consent Docket item. A separate vote may be taken upon the motion of a Trustee. Call (405) 297​­2422 for more information about the Oklahoma City Water Utilities Trust. AGENDA OKLAHOMA CITY WATER UTILITIES TRUST Oklahoma City Water Utilities Trust Page 2 April 23,of 6 2024 April 23, 2024 motion of a Trustee. Call (405) 297​­2422 for more information about the Oklahoma City Water Utilities Trust. AGENDA OKLAHOMA CITY WATER UTILITIES TRUST April 23, 2024 I. Call to Order II. Approval of Minutes A. Approve the minutes of the April 9, 2024 meeting. III. Consent Docket A. Renewal of Pricing Agreement with Duke’s Root Control, Inc. (C199039), chemical root control application services, estimated cost $1,200,000, June 4, 2024 through June 3, 2029; and approving performance bond. B. Pricing Agreements award and approval, Mississippi Lime Company (OCWUT00002), U.S. Lime Company­St Clair (OCWUT00003), and Texas Lime Company (OCWUT00004), hydrated lime and quick lime for water treatment plants, estimated annual cost $5,000,000, April 23, 2024 through April 22, 2027. C. Professional Services Agreement and Scopes of Work with Woolpert, Inc. (C249043), to provide implementation of improved processes and workflows for Cityworks, estimated cost $223,120, April 23, 2024 through April 22, 2029. D. Amendment No. 4 to the Contract for Engineering Services with Smith Roberts Baldischwiler, LLC, Projects W000TE and S000TE, independent engineer to serve the Oklahoma City Water Utilities Trust, no cost. E. Amendment No. 2 to the Contract for Engineering Services with Kimley­Horn and Associates, Inc., Project WC­1020, replacement of two water transmission mains, North Pennsylvania Avenue from NW 1st Street to NW 10th Street, fee increase of $442,945. F. Amendment No. 7 and Change Order No. 7 with the Central Oklahoma Transportation and Parking Authority, the Oklahoma City Water Utilities Trust, and Rudy Construction Company, Projects MC­0619, MS­0123, and WC­1029, Northwest Bus Rapid Transit, Transit Center Downtown, at North Broadway Avenue and West Main Street, providing service north on North Classen Boulevard to NW Expressway and North Meridian Avenue, increase of $127,570.66. (No OCWUT funds) G. Amendment No. 1 and Change Order No. 1 with 4M Trenching, LLC, Project SE­0058, Emergency Sanitary Sewer Repair, Olivine Terrace between Jasper Avenue and South Portland, decrease of $940; and accepting the project and placing the maintenance bond into effect. H. Final Acceptance, Project WC­0904 Phase IV, 72­inch Water Transmission Main Assessment Joint Replacement, Douglas Boulevard and SE 164th Street from Draper Water Treatment Plant to Midwest Boulevard; and placing the maintenance bond into effect. I. Memorandum of Understanding with the Oklahoma Department of Wildlife Conservation, Oklahoma City Water Utilities Trustthe Oklahoma City Page 3 of 6 Riverfront RedevelopmentApril 23, Authority, 2024 the Oklahoma City Zoological Trust, and The City of Oklahoma City for the Close to  Draper Water Treatment Plant to Midwest Boulevard; and placing the maintenance bond into effect. I. Memorandum of Understanding with the Oklahoma Department of Wildlife Conservation, the Oklahoma City Riverfront Redevelopment Authority, the Oklahoma City Zoological Trust, and The City of Oklahoma City for the Close to Home Fishing Program; various lakes and waterways throughout Oklahoma City (OCWUT AC­24­0025­MA). J. Oklahoma Department of Environmental Quality Permit to Construct, Project WC­1020­1, Replacement of Two Water Transmission Mains, Pennsylvania Avenue from NW 9th Street to NW 10th Street. IV. Concurrence Docket A. Concurrence with The City of Oklahoma City in approving Amendment No. 4 with Downey Contracting, LLC, Projects DC­0310 and WC­1018, Drainage Improvements, west of North Western Avenue in the vicinity of NW 63rd Street and NW 50th Street, increase of $6,490.98. (No OCWUT funds) V. Emergency Construction Contracts by Resolution (Four affirmative votes required for approval.) VI. Items for Individual Consideration A. Resolution authorizing and directing the filing of application(s) with the Oklahoma Water Resources Board for financial assistance through the Drinking Water State Revolving Fund Loan Program for the purpose of financing the projects; authorizing and directing the Chairman or Vice Chairman and Secretary or Assistant Secretary to execute the application(s); authorizing and directing the General Manager to advance the necessary application fees; authorizing and directing staff, financial advisors, and bond counsel to assist in preparing the application(s) and to take such other actions necessary to accomplish the financing of the projects also including execution of the scope of services; and authorizing and directing all other lawful things necessary to carry out the terms and conditions of this Resolution. B. Resolution waiving competitive bidding with respect to the issuance of the Letter of Credit and Reimbursement Agreement by and between the Oklahoma City Water Utilities Trust and Sumitomo Mitsui Bank Corporation (Credit Agreement) and bank note; and approving, authorizing, and directing the execution and delivery of the Credit Agreement and bank note, and authorizing the Chairman or designee to approve non­substantive and immaterial changes to the Credit Agreement and bank note, with respect to the Oklahoma City Water Utilities Trust’s Commercial Paper Notes, Series A (Tax­Exempt) and Commercial Paper Notes Series B (Taxable) (collectively, Notes); authorizing and directing the General Manager or designee to negotiate, execute, and deliver subsequent amendments to the commitment amount under the Credit Agreement; authorizing termination of the existing Credit Agreement, as amended, between the Oklahoma City Water Utilities Trust and State Street Bank and Trust Company; adopting, approving, authorizing, and directing the execution of a Third Amendment to the Amended and Restated Order authorizing the issuance of the Notes, a Second Amended and Restated Issuing and Paying Agent Agreement, and an Amendment to the Amended and Restated Depository Agreement and Security Agreement; ratifying and confirming the Amended and Restated Dealer Agreement and the Tax Compliance Certificate; authorizing and approving a preliminary and final version of the Amended Commercial Paper Offering Memorandum with respect to the Notes, and authorizing and ratifying the use and distribution thereof; authorizing and directing the execution of all other closing documents, certificates, agreements, representations, instructions, actions, and letters necessary or incidental by Bond Counsel to consummate the transaction contemplated hereby; authorizing and directing the Chairman and Secretary or designees to execute and deliver other documents and take other action to provide security for the Notes issued through the Credit Agreement on the advice of Bond Oklahoma City Water Utilities Counsel; andTrust Page containing other 4 of 6 provisions relating thereto. April 23, 2024  and directing all other lawful things necessary to carry out the terms and conditions of this Resolution. B. Resolution waiving competitive bidding with respect to the issuance of the Letter of Credit and Reimbursement Agreement by and between the Oklahoma City Water Utilities Trust and Sumitomo Mitsui Bank Corporation (Credit Agreement) and bank note; and approving, authorizing, and directing the execution and delivery of the Credit Agreement and bank note, and authorizing the Chairman or designee to approve non­substantive and immaterial changes to the Credit Agreement and bank note, with respect to the Oklahoma City Water Utilities Trust’s Commercial Paper Notes, Series A (Tax­Exempt) and Commercial Paper Notes Series B (Taxable) (collectively, Notes); authorizing and directing the General Manager or designee to negotiate, execute, and deliver subsequent amendments to the commitment amount under the Credit Agreement; authorizing termination of the existing Credit Agreement, as amended, between the Oklahoma City Water Utilities Trust and State Street Bank and Trust Company; adopting, approving, authorizing, and directing the execution of a Third Amendment to the Amended and Restated Order authorizing the issuance of the Notes, a Second Amended and Restated Issuing and Paying Agent Agreement, and an Amendment to the Amended and Restated Depository Agreement and Security Agreement; ratifying and confirming the Amended and Restated Dealer Agreement and the Tax Compliance Certificate; authorizing and approving a preliminary and final version of the Amended Commercial Paper Offering Memorandum with respect to the Notes, and authorizing and ratifying the use and distribution thereof; authorizing and directing the execution of all other closing documents, certificates, agreements, representations, instructions, actions, and letters necessary or incidental by Bond Counsel to consummate the transaction contemplated hereby; authorizing and directing the Chairman and Secretary or designees to execute and deliver other documents and take other action to provide security for the Notes issued through the Credit Agreement on the advice of Bond Counsel; and containing other provisions relating thereto. (Four affirmative votes required for approval.) C. Resolution authorizing and approving the issuance of the Oklahoma City Water Utilities Trust’s Utility System Revenue Refunding and Improvement Bonds in one or more series in the aggregate principal amount of not to exceed $300,000,000 (collectively, the Bonds); waiving competitive bidding for the sale of the Bonds; authorizing and approving the negotiated sale of the Bonds at a price less than par; establishing parameters for the discount and interest rates on the Bonds; approving the solicitation for and use of bond insurance and/or a reserve surety or insurance policy; authorizing Certificate(s) of Determination setting forth the Underwriters’ discount, the original issue discount, interest rates, redemption provisions, size and maturities of the Bonds; approving a Bond Purchase Agreement with respect to the sale of the Bonds and authorizing and directing execution thereof by the Chairman or Vice Chairman; authorizing and approving the execution of Supplemental Bond Indenture(s) by and between the Oklahoma City Water Utilities Trust and the Trustee Bank, whereby the Oklahoma City Water Utilities Trust authorizes the issuance and delivery of the Bonds; providing that the organizational document creating the Oklahoma City Water Utilities Trust is subject to the provisions of said Bond Indenture; ratifying and confirming Lease Agreements, as amended, by and between The City of Oklahoma City and Oklahoma City Water Utilities Trust, pertaining to the Water, Sanitary Sewer, and Solid Waste Management Systems; approving and authorizing the form of a Preliminary Official Statement and Final Official Statement pertaining to the Bonds, and authorizing the distribution of the same, authorizing the Chairman or Vice Chairman to approve any corrections to said Preliminary and Final Official Statements, and authorizing the distribution thereof; authorizing all documents, certificates, representations, instructions and letters necessary or incidental to the issuance of such Bonds, including, but not by way of limitation, a Continuing Disclosure Agreement and bond insurance and/or surety documents, as deemed necessary by General Manager or designee; authorizing and directing the execution and delivery of the Bonds; requesting and directing BancFirst, as Trustee Bank, to authenticate the Bonds; and containing other provisions relating thereto. (Four affirmative votes required for approval.) OklahomaD. Resolution City Water declaring thePage Utilities Trust intent 5 ofof6 the Oklahoma City Water April Utilities Trust to 23, 2024 expend certain funds in connection with certain water and wastewater system  Counsel; and containing other provisions relating thereto. (Four affirmative votes required for approval.) C. Resolution authorizing and approving the issuance of the Oklahoma City Water Utilities Trust’s Utility System Revenue Refunding and Improvement Bonds in one or more series in the aggregate principal amount of not to exceed $300,000,000 (collectively, the Bonds); waiving competitive bidding for the sale of the Bonds; authorizing and approving the negotiated sale of the Bonds at a price less than par; establishing parameters for the discount and interest rates on the Bonds; approving the solicitation for and use of bond insurance and/or a reserve surety or insurance policy; authorizing Certificate(s) of Determination setting forth the Underwriters’ discount, the original issue discount, interest rates, redemption provisions, size and maturities of the Bonds; approving a Bond Purchase Agreement with respect to the sale of the Bonds and authorizing and directing execution thereof by the Chairman or Vice Chairman; authorizing and approving the execution of Supplemental Bond Indenture(s) by and between the Oklahoma City Water Utilities Trust and the Trustee Bank, whereby the Oklahoma City Water Utilities Trust authorizes the issuance and delivery of the Bonds; providing that the organizational document creating the Oklahoma City Water Utilities Trust is subject to the provisions of said Bond Indenture; ratifying and confirming Lease Agreements, as amended, by and between The City of Oklahoma City and Oklahoma City Water Utilities Trust, pertaining to the Water, Sanitary Sewer, and Solid Waste Management Systems; approving and authorizing the form of a Preliminary Official Statement and Final Official Statement pertaining to the Bonds, and authorizing the distribution of the same, authorizing the Chairman or Vice Chairman to approve any corrections to said Preliminary and Final Official Statements, and authorizing the distribution thereof; authorizing all documents, certificates, representations, instructions and letters necessary or incidental to the issuance of such Bonds, including, but not by way of limitation, a Continuing Disclosure Agreement and bond insurance and/or surety documents, as deemed necessary by General Manager or designee; authorizing and directing the execution and delivery of the Bonds; requesting and directing BancFirst, as Trustee Bank, to authenticate the Bonds; and containing other provisions relating thereto. (Four affirmative votes required for approval.) D. Resolution declaring the intent of the Oklahoma City Water Utilities Trust to expend certain funds in connection with certain water and wastewater system improvements with said expenditures to be reimbursed from the proceeds of debt to be incurred by the Oklahoma City Water Utilities Trust; and containing other provisions relating thereto. VII. Items from Trustees VIII. General Manager Reports A. Status Report of the Utilities Department for March 2024. B. Fiscal Year 2024 OCWUT Monthly Proforma and Status Report, March 31, 2024. IX. Citizens to be Heard X. Adjournment Oklahoma City Water Utilities Trust Page 6 of 6 April 23, 2024