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HomeMy WebLinkAbout1996 03_OPWA_Revenu Bonds_Bailey Ranch Golf_1996.07.02 OW ASSO PUBLIC WORKS AUTHORITY RESOLUTION NO 96-03 RESOLUTION OF THE OW ASSO PUBLIC WORKS AUTHORITY AUTHORIZING THE OPWA TO ISSUE ITS UTILITY REVENUE BONDS, SERIES 1996 IN AN APPROXIMATE AGGREGATE PRINCIPAL AMOUNT OF $5,340,000 FOR THE PURPOSE OF ACQUIRING THE BAILEY GOLF RANCH; WAIVING COMPETITIVE BIDDING FOR THE SALE OF SAID BONDS AND AUTHORIZING SAME TO BE SOLD ON A NEGOTIATED BASIS AT A DISCOUNT; APPROVING A BOND PURCHASE AGREEMENT PERTAINING TO THE NEGOTIATED SALE OF THE BONDS; APPROVING SUPPLEMENTAL BOND INDENTURE AUTHORIZING THE ISSUANCE AND SECURING THE PAYMENT OF SAID BONDS; AGREEING TO PROVIDE SECONDARY MARKET DISCLOSURE; APPROVING AN AMENDMENT TO LEASE WITH THE CITY RELATING TO THE BAILEY GOLF RANCH; APPROVING A SECOND SUPPLEMENTAL SECURITY AGREEMENT PERTAINING TO THE USE AND PLEDGING OF THE CITY'S THREE PERCENT (3 %) SALES TAX; APPROVING A DEPOSITORY BANK AGREEMENT WITH FIRST BANK OF OW ASSO; AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF THE BONDS AND OTHER DOCUMENTS RELATING TO THE TRANSACTION; DECLARING THE BONDS TO BE BANK QUALIFIED; AND CONTAINING OTHER PROVISIONS RELATING THERETO. BE IT RESOLVED BY THE TRUSTEES OF THE OW ASSO PUBLIC WORKS AUTHORITY THAT Section 1: Indebtedness Authorized. The Owasso Public Works Authority (the "Authority") is authorized to incur an indebtedness by the issuance of its Utility Revenue Bonds, Series 1996 (the "Bonds"), in an approximate aggregate principal amount of $5,340,000, pursuant to the terms and conditions of the Supplemental Bond Indenture approved by Section 4 hereof, for and on behalf of the City of Owasso, Oklahoma for the purpose of, among other things, acquiring the Bailey Golf Ranch in the name of the City, (ii) establishing a reserve for the payment of said Bonds; and (iii) paying costs of issuance of the Bonds. Section 2: Competitive Bidding Waived: Discount Authorized. Competitive bidding on the sale of said Bonds is waived and said Bonds are authorized to be sold pursuant to the Bond Purchase Agreement approved in Section 3 hereof; said Bonds are authorized to be sold at a discount not to exceed 1.75 % of the face amount and will bear interest at a rate not to exceed an average rate of 6.25 % per annum, all as will be more fully set out in the documents approved hereby. Section 3: Bond Purchase Agreement. The Bond Purchase Agreement between the Authority and Leo Oppenheim & Co Inc, offering to purchase the Bonds is hereby approved and the Chair or Vice Chair is authorized and directed to execute and deliver same for and on behalf of the Authority and the Chair or Vice Chair is authorized and directed to execute and deliver a Certificate of Determination setting out the final principal amount, interest rate, maturity and redemption provisions all within the limitations approved hereby, such execution and delivery by the Chair or Vice Chair of the Bond Purchase Agreement and Certificate of Determination to be conclusively binding upon the Authority as to the terms and conditions contained thereon including principal amount and maturity of the Bonds, interest rates, redemption provisions and discount. Section 4 Su lemental Bond Indenture. The Supplemental Bond Indenture dated as of July 1, 1996, as it supplements and amends the Bond Indenture dated as of November 1, 1988, by and between the Authority and the First National Bank and Trust Company of Tulsa, as Trustee authorizing the issuance and securing the payment of the Bonds approved in Section 1 hereof, is hereby approved, the Chair or Vice Chair is authorized to approve any change thereto, and the Chair or Vice Chair is authorized and directed to execute and deliver same for and on behalf of the Authority, such execution and delivery to be conclusive upon the Authority as to the approval of said Bond Indenture Section 5 Continuin Disclosure. The Authority agrees and shall enter into an undertaking to provide secondary market disclosure as contemplated by SEC Rule 15(c)(2)-12 as published in the Federal Register on November 17, 1994, if required. Section 6 Amendment to Lease. The Amendment to Lease dated as of July 1, 1996, between the City, as lessor, and the Authority, as lessee pertaining to the leasing of the Bailey Golf Ranch by the City to the Authority is adopted and approved and the Chair or Vice Chair is authorized and directed to execute and deliver same for and on behalf of the Authority Section 7 Second Su lemental Securin Agreement. The Second Supplemental Security Agreement dated as of July 1, 1996, between the Authority and the City pertaining to the use and pledging of the City's three percent (3 %) Sales Tax as security for the Bonds is adopted and approved and the Chair or Vice Chair is authorized and directed to execute and deliver same for and on behalf of the Authority Section 8 De Bank Agreement. The Depository Bank Agreement dated as of July 1, 1996, by and 1 the Authority and First Bank of Owasso pertaining to the deposit of utility revenue and sales tax revenue and the transfer of same as required by the Bond Indenture is adopted and approved and the Chair or Vice Chair is authorized and directed to execute and deliver same for and on behalf of the Authority Section 9 Execution and A roval of Necessar Documents The Chair or Vice Chair is hereby authorized and directed on behalf of the Authority to execute and deliver the Bonds to the purchasers of said Bonds upon receipt of the purchase price, and are further authorized and directed to approve on behalf of the Authority and execute all necessary contracts, documents, certificates and closing papers required by Bond Counsel; approve the disbursement of the proceeds of the Bonds; to approve any changes to the documents approved hereby; and to execute, record and file any and all the necessary mortgages, financing statements, security instruments, including but not limited to the documents approved hereby and to consummate the transaction contemplated hereby, the execution and delivery of all such of the Chair or Vice Chair of the Authority being conclusive as to the approval of thereof. " documents the Authority Section 10 Bank ualified. The Authority reasonably anticipates that the aggregate amount of "qualified tax-exempt obligations", as defined in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), which will be issued by the Authority and all subordinate entities (as said term is used in the Conference Report 99-841 on the Tax Reform Act of 1986, page (II-334)) thereof during the calendar year 1996 will not exceed $10,000,000, and hereby covenants and agrees, as a material inducement and consideration to the purchase of the Bonds by the purchaser, that neither it nor any subordinate entity will, during calendar year 1996 issue "qualified tax-exempt obligations", as defined in Section 265(b)(3) of the Code, in an aggregate amount exceeding $10,000,000. It is the purpose and intent of this section that the Bonds shall constitute and the Bonds are hereby designated as "qualified tax-exempt obligations" as defined in Section 265(b)(3)(B) of the Code, in order that the purchasers of the Bonds may avail themselves of the exception contained in said Section 265(b)(3)(B) with respect to interest incurred to carry tax-exempt bonds. The Authority hereby covenants and agrees that it will not designate as "qualified tax-exempt obligations" more than $10,000,000 in aggregate amount of obligations issued by it or any subordinate entity during calendar year 1996. Works Owasso Public the 1996 by 2nd day of July this APPROVED AND ADOPTED Authority erson '" ATTEST