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HomeMy WebLinkAbout1998 03_OPWA_Relating to Issuance of Debt_1998.03.03 THE OWASSO PUBLIC WORKS AUTHORITY RESOLUTION NO 98-03 A RESOLUTION OF THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY (THE "AUTHORITY") AUTHORIZING THE ISSUANCE OF ITS PUBLIC IMPROVEMENT REVENUE BONDS, SERIES 1998 (THE "BONDS") IN THE AGGREGATE PRINCIPAL AMOUNT OF $8,500,000, FOR THE PURPOSE OF FINANCING CERTAIN PUBLIC IMPROVEMENTS BENEFITTING THE CITY OF OWASSO, OKLAHOMA (THE "CITY"), FUNDING A DEBT SERVICE RESERVE, AND PAYING CERTAIN LEGAL AND FINANCING COSTS; WAIVING COMPETITIVE BIDDING AND AUTHORIZING THE BONDS TO BE SOLD ON A NEGOTIATED BASIS AND AT A DISCOUNT; APPROVING A PURCHASE CONTRACT WITH RESPECT TO THE SALE OF THE BONDS AND AUTHORIZING AND DIRECTING EXECUTION THEREOF BY THE CHAIRPERSON OR VICE- CHAIRPERSON OF THE AUTHORITY; RATIFYING AND CONFIRMING A LEASE, AS HERETOFORE AMENDED (THE "LEASE") BY AND BETWEEN THE CITY AND THE AUTHORITY WHEREBY THE CITY LEASES ITS WATER, SANITARY SEWER! GARBAGE AND TRASH COLLECTION SYSTEMS AND THE BAILEY RANCH GOLF CLUB TO THE AUTHORITY; APPROVING AND AUTHORIZING THE EXECUTION OF A SERIES 1998 SUPPLEMENTAL BOND INDENTURE! WHICH TOGETHER WITH A GENERAL BOND INDENTURE DATED AS OF DECEMBER 1, 1997, AND AS HERETOFORE SUPPLEMENTED AND AMENDED, SHALL BE REFERRED TO COLLECTIVELY HEREIN AS THE "INDENTURE", AUTHORIZING THE ISSUANCE AND SECURING THE PAYMENT OF THE BONDS; APPROVING THE OFFICIAL STATEMENT PERTAINING TO SAID BONDS AND AUTHORIZING DISTRIBUTION OF THE SAME AND AUTHORIZING THE CHAIRPERSON OR VICE-CHAIRPERSON OF THE AUTHORITY TO APPROVE ANY CORRECTIONS TO SAID OFFICIAL STATEMENT; PROVIDING THAT THE DECLARATION OF TRUST CREATING THE AUTHORITY IS SUBJECT TO THE PROVISIONS OF SAID INDENTURE; AUTHORIZING AND DIRECTING THE EXECUTION OF BONDS AND OTHER DOCUMENTS RELATING TO THE TRANSACTION INCLUDING, BUT NOT BY WAY OF LIMITATION, DOCUMENTATION NECESSARY TO SECURE BOND INSURANCE AND A CONTINUING DISCLOSURE CERTIFICATE; ESTABLISHING THE AUTHORITY'S EXPECTATIONS WITH RESPECT TO ISSUANCE OF TAX-EXEMPT BONDS IN CALENDAR YEAR 1998, AND DESIGNATING THE BONDS AS "BANK QUALIFIED" ; AND CONTAINING OTHER PROVISIONS RELATING THERETO. IT RESOLVED BY THE TRUSTEES OF THE OWASSO NOW! THEREFORE, BE PUBLIC WORKS AUTHORITY: SECTION 1. INDEBTEDNESS AUTHORIZED. The Authority is authorized to incur an indebtedness by the issuance of its Public Improvement Revenue Bonds! Series 1998, for and on behalf of the City of Owasso, Oklahoma (the "City"), in the aggregate principal amount of $8,500,000 (the "Bonds") for the purpose of (i) financing certain public improvements benefitting the City, (ii) funding a debt service reserve! and (iii) paying certain legal and financing costs The Bonds shall mature in the principal amounts and shall bear interest as set forth below Interest Rate Principal Payment Maturity Date 75% 85% 90% 00% 10% 20% 30% 35% 40% 45% 3 3 3 4 4 4 4 4 4 4 000 000 000 000 000 000 000 000 000 000 $395 640 670 855 885 925 965 010 055 100 1 1 1 11/1/1998 11/1/1999 11/1/2000 11/1/2001 11/1/2002 11/1/2003 11/1/2004 11/1/2005 11/1/2006 11/1/2007 SECTION 2. COMPETITIVE BIDDING WAIVED; DISCOUNT AUTHORIZED. Competitive Bidding on the Sale of said Bonds is waived and the Bonds are authorized to be sold to James Baker & Associates, a Limited Partnership (the "Underwriter") at a discount of 1% of the principal amount thereof SECTION 3. PURCHASE CONTRACT The form of Purchase Contract between the Authority and James Baker & Associates, a Limited Partnership, Oklahoma City, Oklahoma, is hereby approved and the Chairperson or Vice-Chairperson of the Authority is authorized to approve any corrections or additions thereto, and is further directed to execute and deliver same for and on behalf of the Authority; such execution and delivery to constitute full approval thereof by the Authority, including any corrections or additions thereto SECTION 4. LEASE The Authority and the City heretofore entered lnL:.O a Lease dated July 31, 1973, as amended by an Amendment to Lease dated as of July 1, 1996 (collectively, the "Lease"), whereby the City leased its then existing and thereafter acquired water, sanitary sewer and garbage and trash collection systems and the Bailey Ranch Golf Club to the Authority, (collectively, the "System"), and whereby the Authority agreed to operate and maintain the same. The Authority hereby ratifies and confirms the Lease in all respects SECTION 5. BOND INDENTURE. The General Bond Indenture dated as of December 1, 1997 (which General Bond Indenture replaces and supersedes in all respects the Bond Indenture dated as of November I, 1988), as supplemented by a Series 1993A Supplemental Note Indenture dated as of April 1, 1993, a Series 1993B Supplemental Note Indenture dated as of April 1, 1993, a Series 1996 Supplemental Bond Indenture dated as of July 1, 1996, a Series 1997 Supplemental Bond Indenture dated as of December 1, 1997, and a Series 1998 Supplemental Bond Indenture dated as of March 1, 1998 (collecti vely with other amendments referred to herein as the "Indenture" ), by and between the Authority and Bank One Trust 2 Company, N.A., as successor to Liberty Bank and Trust Company of Tulsa, National Association, as trustee (the "Trustee") , authorizing the issuance of and securing the payment of the Bonds approved in Section 1 hereof, is hereby approved and the Chairperson or Vice-Chairperson and Secretary or Assistant Secretary of the Authority are authorized and directed to execute and deliver said Series 1998 Supplemental Bond Indenture for and on behalf of the Authority SECTION 6 OFFICIAL STATEMENT. The Official Statement dated March 3, 1998 (the "Official Statement") outlining the terms, conditions and security for the Bonds, is hereby adopted and approved and the Chairperson or Vice-Chairperson of the Authority is authorized to approve any corrections, additions or deletions thereto for and on behalf of the Authority and is further authorized and directed to execute and deliver same for and on behalf of the AuthoritYi provided further, that the information contained in said Official Statement with respect to the Authority is correct in all material respects and such information does not contain any untrue statements of a material fact and does not omit to state a material fact necessary to make the statements made in such Official Statement, in light of the circumstances under which they were made, not misleading. The Authority hereby deems the Official Statement final in accordance with the requirements of Rule 15c2-12 of the Securities and Exchange Commission promulgated pursuant to the Securities Exchange Act of 1934. The Authority authorizes the Underwriter to distribute the Official Statement in connection with the sale of the Bonds SECTION 7. DECLARATION OF TRUST SUBJECT TO THE INDENTURE. The Declaration of Trust dated January 10, 1973, creating the Authority is subject to the provisions of the Indenture referenced in Section 5 hereof. SECTION 8 CONTINUING DISCLOSURE CERTIFICATE. The Authority hereby approves the Continuing Disclosure Certificate of the Authority dated March 12, 1998, and the Chairperson or Vice- Chairperson and Secretary or Assistant Secretary of the Authority are authorized to execute and deliver the same on behalf of the Authority. SECTION;L CERTIFICATE OF DESIGNATION. The Authority anticipates that the total amount of tax-exempt obligations (other than private activity bonds) issued by the Authority or other issuers on behalf of the City of Owasso, Oklahoma, will not exceed $10,000,000 for calendar year 1998, and hereby designates the Bonds to be qualified tax-exempt obligations with respect to the financial institution interest deduction provisions contained in the Internal Revenue Code of 1986, as amended, and authorizes the Chairperson or Vice Chairperson of the Authority to execute and deliver on behalf of the Authority a Certificate of Designation to that effect. 3 SECTION 10. EXECUTION OF NECESSARY DOCUMENTS. The Chairperson or Vice-Chairperson and Secretary or Assistant Secretary of the Authority are hereby authorized and directed on behalf of the Authority to execute and deliver the Bonds to the purchasers upon receipt of the purchase price and are further authorized and directed to execute all necessary closing and delivery papers required by Bond Counsel; approve the disbursement of the proceeds of the Bonds, including payment of any costs of issuance and authorizing the disbursement of other funds of the Authority necessary to accomplish the financing; to approve and make any changes to the documents approved by this Resolution, for and on behalf of the Authority, the execution and delivery of such documents being conclusive as to the approval of any changes contained therein by the Authority; and to execute, record and file any and all the necessary documents, financing statements and security instruments, including but not limited to the documents approved hereby; to approve, execute and deliver any and all documents necessary or attendant to obtaining bond insurance from Ambac Assurance Corporation and authorizing payment of a bond insurance premium from the proceeds of the Bonds; and to consummate the transaction contemplated hereby PASSED AND ADOPTED THIS 3RD DAY OF MARCH, 1998 THE OWASSO PUBLIC WORKS AUTHORITY ATTEST Authority Attorney 4 TO FORM 1 Name,- Marcia Title: Secretary /" / ) (SE.~L)// APP ED AS I !