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Home My WebLink About2007 08_OPWA_Issuance of Debt_Series 2007 Note_CIP_2007.09.04,. OWASSO PUBLIC WORKS AUTHORITY RESOLUTION NO. 2007-08 A RESOLUTION AUTHORIZING THE OWASSO PUBLIC WORKS AUTHORITY (THE "AUTHORITY") TO ISSUE ITS UTILITY SYSTEM AND SALES TAX REVENUE NOTE, SUBORDINATE SERIES 2007 (THE "NOTE") IN THE AGGREGATE PRINCIPAL AMOUNT OF $10,000,000; WAIVING COMPETITIVE BIDDING AND AUTHORIZING THE NOTE TO BE SOLD ON A NEGOTIATED BASIS; APPROVING AND AUTHORIZING EXECUTION OF A SUBORDINATE LIEN SALES TAX AGREEMENT BY AND BETWEEN THE CITY AND THE AUTHORITY PERTAINING TO A YEAR-TO-YEAR PLEDGE OF CERTAIN SALES TAX REVENUE; APPROVING AND AUTHORIZING EXECUTION OF AN INDENTURE AUTHORIZING THE ISSUANCE AND SECURING THE PAYMENT OF THE NOTE; PROVIDING THAT THE ORGANIZATIONAL DOCUMENT CREATING THE AUTHORITY IS SUBJECT TO THE PROVISIONS OF THE INDENTURE; RATIFYING AND CONFIRMING A LEASE AGREEMENT; ESTABLISHING THE AUTHORITY'S REASONABLE EXPECTATION WITH RESPECT TO THE ISSUANCE OF TAX-EXEMPT OBLIGATIONS BY THE AUTHORITY IN CALENDAR YEAR 2007, AND DESIGNATING THE NOTE AS A QUALIFIED TAX-EXEMPT OBLIGATION; AUTHORIZING AND DIlZECTING THE EXECUTION OF THE NOTE AND OTHER DOCUMENTS RELATING TO THE TRANSACTION, INCLUDING A PARITY AGREEMENT WITH THE OKLAHOMA WATER RESOURCES BOARD AND PROFESSIONAL SERVICES AGREEMENTS; AND CONTAINING OTHER PROVISIONS RELATING THERETO. NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY: SECTION 1. INDEBTEDNESS AUTHORIZED. The Authority is authorized to incur an indebtedness by the issuance of its Utility System and Sales Tax Revenue Note, Subordinate Series 2007, for and on behalf of the City of Owasso, Oklahoma (the "City"), in an aggregate principal amount of $10,000,000 (the "Note") for the purpose of (i) financing the costs of certain street and road improvements benefiting the City of Owasso, Oklahoma, including engineering, construction, rehabilitation, and resurfacing; land acquisition in connection with a joint training facility for police, fire, and other city staff; and city park improvements, all along with related costs; and (ii) paying certain costs associated with the issuance of the Note. The Note shall bear interest at the rate of 4.080% per annum. The principal installments on the Note shall be paid as set forth on ~. Exhibit "A" hereto. SECTION 2. COMPETITIVE BIDDING WAIVED. Competitive bidding on the sale of said Note is waived and the Note is authorized to be sold to Bank of America, N.A., at a price of par. SECTION 3. SUBORDINATE LIEN ALES TAX AGREEMENT. The Authority hereby approves and authorizes the execution of a Subordinate Lien Sales Tax Agreement between the } City and the Authority (the "Sales Tax Agreement"), which Sales Tax Agreement pertains to a year- to-year pledge of certain sales tax revenue as security for the Note. The Sales Tax Agreement shall replace and supersede that certain Second Lien Security Agreement dated as of June 1, 1999, by and between the City and the Authority. SECTION 4. INDENTURE. The General Bond Indenture, as supplemented and amended by a Subordinate Series 2007 Supplemental Note Indenture, each by and between the Authority and The Bank of New York Trust Company, N.A., as Trustee (collectively referred to herein as the "Indenture"), authorizing the issuance of and securing the payment of the Note approved in Section 1 hereof, are hereby approved and the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Authority are authorized and directed to execute and deliver same for and on behalf of the Authority. SECTION 5. ORGANIZATIONAL DOCUMENT SUBJECT TO THE INDENTURE. The organizational document creating the Authority is subject to the provisions of the Indenture referenced in Section 4 hereof. SECTION 6. LEASE AGREEMENT. The Lease dated July 31, 1973, as amended by Amendment to Lease dated as of July 1, 1996, both by and between the City and the Authority, whereby the City leases unto the Authority its then existing and thereafter acquired water, sanitary sewer, garbage and trash collection systems and the Bailey Ranch Golf Club (the "Lease Agreement"), is hereby ratified and confirmed. SECTION 7. 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, will not exceed $10,000,000 for calendar year 2007, and hereby designates the Note to be a qualified tax-exempt obligation with respect to the financial institution interest deduction provisions contained in the Internal Revenue Code of 1986, as amended, and authorizes the Chairman or Vice Chairman of the Authority to execute and deliver on behalf of the Authority a Certificate of Designation to that effect. SECTION 8. EXECUTION OF NECESSARY DOCUMENTS. The Chairman or Vice- Chairman and Secretary or Assistant Secretary of the Authority are hereby authorized and directed on behalf of the Authority to execute and deliver the Note to Bank of America, N.A., upon receipt of the purchase price and are further authorized and directed to execute all necessary documentation and closing and delivery papers required by Bond Counsel, including a Parity Agreement with the Oklahoma Water Resources Board, and further including professional services agreements with The Public Finance Law Group PLLC, as Bond Counsel and with Wells Nelson & Associates, LLC, as financial advisor; approve the disbursement of the proceeds of the Note, including any costs of issuance; 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 financing statements and security instruments, including but not limited to the documents approved hereby, and to consummate the transaction contemplated hereby. [Remainder of Page Left Blank Intentionally] 2 PASSED AND APPROVED THIS 4TH DAY OF SEPTEMBER, 2007. ^~ ```~~~~ r r r rr~~~~~~ ~~~``QJ~,~`C W pR~ S'~~ii s~' O: : ~ - ~sEAL> ^ Q SEAL o ~z~; ~~ ATTEST: ~'~ O ••«....•• s: ~~•,,~ ~AHOMP~~`. By: Name: Sh Bishop Title: Secretary THE OWASSO PUBLIC WORKS AUTHORITY By: Name: Stephen Cataudella Title: ~~«iri~lan ^f CERTIFICATE OF AUTHORITY ACTION I, the undersigned, hereby certify that I am the duly and acting Secretary of The Owasso Public Works Authority. I further certify that the Trustees of the Authority held a Regular Meeting at 6:30 o'clock p.m. on September 4, 2007, 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: PRESENT: Stephen Cataudella, Doug Bonebrake, D.J. Gall, Susan Kimball and Jon Sinex ABSENT: None MOTION MADE BY: Susan Kimball MOTION SECONDED BY: Doug Bonebrake AYE: Stephen Cataudella, Doug Bonebrake, D.J. Gall,_Susan Kimball and Jon Sinex NAY: None WITNESS MY HAND THIS 4~' DAY OF SEPTEMBER, 2007. THE OWASSO PUBLIC WORKS AUTHORITY Secretary of thority 4 ~~ EXHIBIT "A" [Principal Payment Schedule] March 1, 2008 $ 625,000 September 1, 2008 635,000 March 1, 2009 650,000 September 1, 2009 660,000 March 1, 2010 675,000 September 1, 2010 690,000 March 1, 2011 705,000 September 1, 2011 720,000 March 1, 2012 735,000 September 1, 2012 750,000 March 1, 2013 765,000 September 1, 2013 780,000 March 1, 2014 795,000 September 1, 2014 815,000 U Exhibit A-1