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HomeMy WebLinkAbout1988 09_OPWA_Incurrance of debt OPWA_199.11.07 PURSUANT TO THE LEGAL NOTICE AS IS REQUIRED BY THE OKLAHOMA OPEN MEETING ACT INCLUDING THE POSTING OF NOTICE AND AGENDA AS IS REQUIRED BY THE TERMS THEREOF, THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY, STATE OF OKLAHOMA, MET IN SPECIAL SESSION IN THE COUNCIL CHAMBERS AT THE CITY HALL IN SAID CITY ON THE 7TH DAY OF NOVEMBER, 1988, AT 10:00 O'CLOCK A.M. and Mark Thompson PatrIcIa Marlar Von StockIer, Stacy P. Lamb, PRESENT: Phillips Notice of this special meeting having been given in writing to the Clerk of the City of Owasso, Oklahoma, forty-eight (48) hours prior to such meeting and public notice of this meeting having been posted in prominent view at the City Hall, 207 South Cedar, Owasso, Oklahoma, twenty-four (24) hours prior to this meeting, excluding Saturdays, Sundays and legal holidays, all compliance with the Oklahoma Open Meeting Act John P. ABSENT: by Proceedings) THEREUPON, the Chairman introduced a Resolution, and upon motion Thomp~?J}, seconded by Marlar, said Resolution was adopted by the following vote: (Other Marlar and Thompson Lamb, StockIer, AYE the Secretary, attested by NONE Said Resolution was thereupon signed by the Chairman, sealed with the seal of said public trust, and is as follows: NAY: 88-09 A RESOLUTION AUTHORIZING THE OWASSO PUBLIC WORKS AUTHORITY TO ISSUE ITS $6,100,000 PUBLIC IMPROVEMENT REVENUE BONDS, SERIES 1988; WAIVING ANY DISCREPANCIES IN THE PROCEDURE OF TAKING COMPETITIVE BIDS AND AUTHORIZING SAID BONDS TO BE SOLD AT A DISCOUNT; APPROVING A BOND INDENTURE AUTHORIZING THE ISSUANCE AND SECURING THE PAYMENT OF SAID BONDS; APPROVING A DEPOSITORY BANK AG REEMENT WITH FIRST BANK OF OW ASSO, OW ASSO, OKLAHOMA; APPROVING THE OFFICIAL STATEMENT PERTAINING TO SAID BONDS AND AUTHORIZING THE CHAIRMAN TO APPROVE ANY CORRECTIONS TO SAID OFFICIAL ST A TEMENT; PROVIDING THAT THE DECLARATION OF TRUST CREATING THE AUTHORITY IS SUBJECT TO THE PROVISIONS OF SAID BOND INDENTURE; APPROVING A REFUNDING ESCROW AGREEMENT .. OPWA RESOLUTION NO PERTAINING TO THE REFUNDING OF THE AUTHORITY'S OUTSTANDING UTILITY SYSTEM REVENUE BONDS, SERIES 1987; APPROVING A SECURITY AGREEMENT BETWEEN THE CITY AND THE AUTHORITY PERTAINING TO THE USE OF CERTAIN SALES TAX REVENUE BY THE AUTHORITY; DESIGNATING THE BONDS AS QUALIFIED TAX-EXEMPT OBLIGATIONS; AUTHORIZING AND DIRECTING THE EXECUTION OF BONDS AND OTHER DOCUMENTS RELATING TO THE TRANSACTION; AND CONTAINING OTHER PROVISIONS RELATING THERETO. WHEREAS, The Owasso Public Works Authority (the "Authority") has been created by a Declaration of Trust, dated as of January 10, 1973, designating the members of the governing board of the City of Owasso, Oklahoma, as Trustees of the Authority for the use and benefit of the City of Owasso, Oklahoma (the "City") under authority of and pursuant to the provisions of Title 60, Oklahoma Statutes 1981, Sections 176 to 180.4, inclusive, as amended and supplemented, the Oklahoma Trust Act and other applicable statutes of the State of Oklahoma; and WHEREAS, the Authority has heretofore issued its $500,000 Refunding Revenue Bonds, Series 1917, dated November 1, 1917 (the "1977 Bonds") for the purpose of refunding both (a) the Owasso Utilities Authority's outstanding First Mortgage Revenue Bonds, Series A, dated February 1, 1967, and (b) the AUTHORITY's Water and Sewer System Revenue Bonds, Series 1973, dated November 1, 1973; and WHEREAS, the Authority has heretofore issued its $285,000 Revenue Bonds, Series 1979, dated February 1, 1979 (the "1979 Bonds") on a parity basis with the 1977 Bonds for the purpose of constructing extensions and improvements to the water and/or sewer system of the City; and WHEREAS, the Authority has heretofore issued its $1,000,000 Utility System Revenue Bonds, Series 1987, dated November 1, 1987 (the "1987 Bondsll) on a parity basis with the 1917 Bonds and the 1979 Bonds for the purpose of constructing extensions and improvements to the water and/or sewer system of the City; and WHEREAS, the Authority has heretofore decided to defease its 1917 Bonds and 1979 Bonds through utilization of available monies in funds and accounts contained in Bond Indentures pursuant to which the respective 1917 Bonds and 1979 Bonds were issued and from such other monies available to said Authority; and WHEREAS, it is deemed advisable by the City of Owasso, State of Oklahoma (the "City"), to make certain street improvements throughout of the City, improve the storm sewer and drainage system, purchase firefighting equipment, acquire, construct and equip an animal impoundment facility and acquire, construct, renovate and equip certain recreational facilities of the City; and WHEREAS, the Authority intends to issue revenue bonds in a sufficient amount in order to have funds available to finance such improvements set forth herein and to provide for the advance refunding and defeasance of the Authority's 1987 Bonds; and 2 WHEREAS, pursuant to Resolution 87-07, dated August 18, 1987, the City authorized the transfer of the three-cent sales tax revenues collected by the City to the Authority less the deposits made to the Sinking Fund on the outstanding General Obligation Bonds of 1983 of the City, through August 31, 1992, and of which, pursuant to an election held for such purpose on October 4, 1988, the voters of the City of Owasso, Oklahoma, approved the extension of an existing one percent (1%) sales tax provided by Ordinance No. 395, originally established by Ordinance No. 326, as amended of the City and provide that the proceeds thereof be used to pay principal and interest on the bonds referenced herein and to provide capital improvements under certain circumstances for the City; and WHEREAS, the estimated amounts necessary for such purposes are Two Million Seven Hundred Thousand Dollars ($2,700,000) for street improvements, Five Hundred Fifteen Thousand Dollars ($515,000) for the storm sewer and drainage system, Thirty- Five Thousand Doll2rs ($35,000) for firefighting equipment, Fifty Thousand Dollars ($50,000) for the animal impoundment facility and Four Hundred Forty-Three Thousand ($443,000) for recreational facilities; and Authority under Title 60, Oklahoma Statutes bonds to provide funds for such purposes. said venue WHEREAS, power is granted ion 176 et seg., to issue re OF THE OW ASSO RESOLVED BY THE TRUSTEES IT Sect NOW, THEREFORE, BE PUBLIC RKS AUTHORITY SECTION 1. INDEBTEDNESS AUTHORIZED. The Authority is authorized to incur an indebtedness by the issuance of its Public Improvement Revenue Bones, Series 1988 (the "Be lds") for and on behalf of the City of Owasso, Oklahoma, in an amount of $6,100,000 pursuant to the terms and conditions of the Bond approved by Section 3 hereof. aggregate Indenture SECTION 2. DISCREPANCIES IN COMPETITIVE BIDDING WAIVED; DISCOUNT AUTHORIZED. Any discrepancies in the competitive bidding on the sale of said Bonds is waived and the Bonds are authorized to be sold at a discount of 2% of their par value pursuant to the lowest and best bid received by the Authority on this date. SECTION 3 BOND INDENTURE. The Bond Indenture dated as of November 1, 1988, by and behveen the Authority and The First National Bank and Trust Company of Tulsa, Tulsa, Oklahoma, authorizing the issuance of and securing the payment of the Bonds approved in Section 1 hereof, is hereby approved and the Chairman and Secretary are authorized and direced to execute and deliver same for and on behalf of the Authority SECTION i. DEPOSITORY BANK AGREEMENT. The Depository Bank Agreement dated as of November 1, 1988, between the Authority and the First Bank of Owasso, Owasso, Oklahoma, is hereby approved and the Chairman and Secretary are authorized and directed to execute and deliver same for and on behalf of the Authority. STATEMENT. The Preliminary Official Statement and security for said Bonds, is hereby adopted and OFFICIAL conditions SECTION 5. outlining the terms, .. :3 approved and the Chairman is authorized to approve any corrections, additions Of deletions thereto for and on behalf of the Authority and thefeupon the Chairman is authorized and directed to execute and deliver the Final Official Statement for and on behalf of the Authority; provided further, that the information contained in said Official Statement 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 SECTION 6. DECLARATION OF TRUST SUBJECT TO BOND INDENTURE. The Declaration of Trust dated as of January 10, 1973, creating the Authority is subject to the provisions of the Bond Indenture approved in Section 3 hereof. SECTION 7. REFUNDING ESCROW AGREEMENT. The Refunding Escrow Agreement dated as of November 1, 1988, between the Authority and The First National Bank and Trust Company of Tulsa, Tulsa, Oklahoma, pertaining to the payment of the Authority's outstanding Utility System Revenue Bonds, Series 1987, is hereby adopted and approved and the Chairman and the Secretary are hereby authorized and directed to execute and deliver same for and on behalf of the Authority and said bank is hereby directed to execute such defeasance certificate and releases required by Bond Counsel to release the lien and pledge of the indenture securing the Authority's outstanding bonds. SECTION 8. SECURITY AGREEMENT. The Security Agreement dated as of November 1, 1988 between the Authority and the City of Owasso, Oklahoma, pertaining to the use of certain sales tax revenue collected by the City to be used by the Authority is hereby approved and the Chairman and Secretary are authorized and directed to execute and deliver same for and on behalf of the Authority. SECTION 9. BONDS DESIGNATED AS QUALIFIED TAX-EXEMPT OBLIGATIONS. - The Trustees of the Authority reasonabfYanTicipate that the aggregate amount of "qualified tax-exempt obligations", as defined in Section 265(b)(3)(B) of the Internal Revenue Code of 1986 (the "Code"), which will be issued by the Authority, the City Council of the City and all subordinate entities thereof during calendar year 1988 does not exceed $10,000,000, and hereby covenant and agree, as a material inducement and consideration to the purchaser of the Authority's Bonds, that neither it or any subordinate entity thereof will, during calendar year 1988, issue "qualified tax-exempt obligations", as defined in Section 265(b)(3)(B) 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 purchaser of the Bonds (and subsequent purchasers thereof) may avail themselves of the exception contained in Section 265(b)(3)(B) of the Code with respect to interest incurred to carry tax-exempt bonds. The Trustees of the Authority hereby covenant and agree that it will not designate as "qualified tax-exempt obligations" more than $10,000,000 in aggregate amount of obligations issued by the Authority or any subordinate entity thereof during calendar year 1988. EXECUTION OF NECESSARY DOCUMENTS. The Chairman and their absence or incapacity the Vice Chairman and Assistant 10. in SECTION Secretary .. 4 Secretary, respectively) 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 the Chairman or Vice Chairman and the Secretary or Assistant Secretary are further authorized and directed to execute all necessary closing and delivery papers required by Bond Counsel; approve the disbursements of the proceeds of the Bonds; to approve and made 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 necessary financing statements, security instruments, including but not limited to, the documents approved hereby, and to consummate the transaction contemplated hereby. PASSED AND APPROVED this 7th day of November, 1988 THE OWASSO PUBLIC WORKS AUTHORITY 5 (SEAL) ATTEST: /l / / ~ ( / ~4P'. ~ _, / Secretary v . STATE OF OKLAHOMA ) )SS COUNTY OF TULSA ) I, the undersigned, the duly qualified and acting Secretary of The Owasso Public Works Authority, hereby certify that the foregoing is a true and complete copy of Resolution No. 88-09 adopted by the governing body of a special meeting thereof duly held on the date therein set out insofar as the same relates to the introduction, reading and adoption thereof as the same appears of record in my office. I further certify that attached hereto are true and complete copies of the notice given to the City Clerk of Owasso, Oklahoma, at least forty-eight (48) hours prior to the meeting at which said Resolution was adopted; and of public notice posted at the City Hall, 207 South Cedar, in said municipality twenty-four (24) hours prior to said meeting, excluding Saturdays, Sundays and legal holidays. WITNESS my hand and seal this 7th day of November, 1988 ~ / Secre (SEAL) I 6