HomeMy WebLinkAbout1997 04_OPWA_Authorize Revenue Refunding Bonds Series 1997_1997.12.22
97-04
A RESOLUTION OF THE TRUSTEES OF THE OWASSO PUBLIC WORKS
AUTHORITY (THE "AUTHORITY") AUTHORIZING THE ISSUANCE OF
ITS REVENUE REFUNDING BONDS, SERIES 1997 (THE "BONDS") IN
THE AGGREGATE PRINCIPAL AMOUNT OF $4,345,000, FOR THE
PURPOSE OF ADVANCE REFUNDING THE AUTHORITY'S PUBLIC
IMPROVEMENT REVENUE BONDS, SERIES 1988, 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 OF OWASSO (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 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 1, 1988), AS
HERETOFORE SUPPLEMENTED, AND A SERIES 1997 SUPPLEMENTAL
BOND INDENTURE (COLLECTIVELY, WITH OTHER AMENDMENTS
REFERRED TO HEREIN AS THE "INDENTURE") AUTHORIZING THE
ISSUANCE AND SECURING THE PAYMENT OF THE BONDS; APPROVING
AND AUTHORIZING EXECUTION OF A SECURITY AGREEMENT
PERTAINING TO A YEAR-TO-YEAR PLEDGE OF CERTAIN SALES TAX
REVENUE; 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, A REFUNDING ESCROW
AGREEMENT, AND A CONTINUING DISCLOSURE CERTIFICATE;
ESTABLISHING THE AUTHORITY'S EXPECTATIONS WITH RESPECT TO
ISSUANCE OF TAX-EXEMPT BONDS IN CALENDAR YEAR 1997, AND
DESIGNATING THE BONDS AS "BANK QUALIFIED"; AND CONTAINING
OTHER PROVISIONS RELATING THERETO.
RESOLUTION NO
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 Revenue
Refunding Bonds, Series 1997 for and on behalf of the City of
Owasso, Oklahoma (the "City"), in the aggregate principal amount of
$4,345,000 (the "Bonds") for the purpose of (i) advance refunding
the Authority's Public Improvement Revenue Bonds, Series 1988, and
The Bonds shall
interest as set
(ii) paying certain legal and financing costs.
mature in the principal amounts and shall bear
forth below
Interest
Rate
Principal
Payment
Maturity
Date
80%
00%
10%
20%
30%
40%
45%
50%
55%
60%
3
4
4
4
4
4
4
4
4
4
000
000
000
000
000
000
000
000
000
000
$290
290
345
375
385
405
425
450
465
915
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 Rauscher pierce Refsnes (the
"Underwriter") at a discount of 1.00% of the principal amount
thereof
SECTION 3. PURCHASE CONTRACT. The form of Purchase Contract
between the Authority and Rauscher Pierce Refsnes, Inc., 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 into 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 "Systemll), 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
1, 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, and a Series
1997 Supplemental Bond Indenture dated as of December 1, 1997
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(collectively with other amendments referred to herein as the
I Indenture"), by and between the Authority and Bank One Trust
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 General Bond Indenture and said Series 1997
Supplemental Bond Indenture for and on behalf of the Authority.
SECTION 6. OFFICIAL STATEMENT. The Official Statement dated
December 22, 1997 (the "0fficial Statementll) 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 Authority; 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. REFUNDING ESCROW AGREEMENT CONTINUING DISCLOSURE
CERTIFICATE AND SECURITY AGREEMENT. The Authority hereby approves
(i) the Refunding Escrow Agreement dated as of December 1, 1997, by
and between the Authority and Bank One Trust Company, N.A., (ii)
the Continuing Disclosure Certificate of the Authority dated
December 30, 1997, and (iii) the Security Agreement dated as of
December 1, 1997, between the City and the Authority pertaining to
the use of certain sales tax revenue of the City, 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 ~ 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
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$5,000,000 for calendar year 1997 ($10,000,000 being the applicable
limitation) 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
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
1997
22ND DAY OF DECEMBER,
AND ADOPTED THIS
PASSED
THE OWASSO PUBLIC WORKS AUTHORITY
ATTEST
TO FORM
Authority Attorney
4
CERTIFICATE
OF
AUTHORITY ACTION
am the duly
Public Works
that I
Owasso
certify
of The
I, the undersigned, hereby
qualified and acting Secretary
Authority
I further certify that the Trustees of The Owasso Public Works
Authority held a Special Meeting at 7:30 o'clock a.m., on December
22, 1997, after due notice was given in full compliance with the
Oklahoma Open Meeting Act.
I further certify that attached hereto is a full and complete
copy of a Resolution that was passed and approved by said Trustees
at said meeting as the same appears in the official records of my
office and that said Resolution is currently in effect and has not
been repealed or amended as of this date.
I further certify that below is listed those Trustees present
and absent at said meeting; those making and seconding the motion
that said Resolution be passed and approved, and those voting for
and against such motion
Mary Lou Barnhouse Tracy
Standridge, Denise Bode and Mark
Wilken
PRESENT
Helm
Michael
ABSENT
Wilken
MADE BY
MOTION
and
Bode
Standridge
Bode
Barnhouse
Wilken
MOTION SECONDED BY
AYE
None
NAY
1997
22ND DAY OF DECEMBER,
WITNESS MY HAND THIS
THE OWASSO PUBLIC WORKS AUTHORITY
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