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HomeMy WebLinkAbout1992 02_OPGA_Issuance of Debt_Series 1992_1992.01.06 RESOLUTION 92-02 A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $4,800,000.00 THE OWASSO PUBLIC GOLF AUTHORITY RECREATIONAL FACILITIES REVENUE BONDS, SERIES 1992; WAIVING COMPETITIVE BIDDING ON SAID BONDS AND AUTHORIZING THE SALE OF THE BONDS AT A DISCOUNT; APPROVING PROJECTS AGREEMENT, AUTHORIZING A BOND INDENTURE, CONTRACT OF PURCHASE AND OTHER DOCUMENTS AND AGREEMENTS AS MAY BE NECESSARY OR REQUIRED; AND CONTAINING OTHER PROVISIONS RELATING THERETO. WHEREAS, the Authority was created by a Declaration of Trust, dated as of August 8, 1989, as amended by an Amendment to Declaration of Trust dated as of January 6, 1992 (collectively the "Trust Indenture") 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 180.3, inclusive, as amended and supplemented, and other applicable statues of the State of Oklahoma; and WHEREAS. the Authority has determined that it would be most advantageous at this time for the Authority to provide funds for the financing of the construction and equipping of an eighteen hole golf course located in the City (the "Project"); and WHEREAS, There has been presented to this meeting a form of Bond Indenture, dated as of January 1, 1992, by and between the Authority and Bank of Oklahoma, National Association, (the "Indenture"); and WHEREAS, there has been presented to this meeting a form of Recreational Facilities Project Agreement, dated as of January 1, 1992, by and between the Authority and the City (the II Project Agreement"), wherein the Authority agrees to issue the Bonds for the Project and the City agrees to give consideration to funding of certain payments, provided, however, there exists available, unappropriated and unencumbered funds of the City, and further. subject to the discretionary appropriation of same by the City; and WHEREAS, in order to provide funds to finance the acquisHion of the Project, the Authority intends to issue its Bonds in the aggregate principal amount of not to exceed $4,800,000.00 (the "Bonds"); and WHEREAS. the Authority has determi ned oj n connecti on wHh the issuance of the Bonds that competitive bidding be waived for purposes of approving and contract"jng for the negotiated sale of the Bonds at a discount; and WHEREAS. the Authority has determined that Hilborne & Weidman, a professionaO] corporation shall act as Bond Counsel in connection with the issuance, sale and delivery of the Bonds and that Phillips, McFall, McCaffrey. McVay & Murrah, P.C. shall act as the Authority's Bond Counsel; and 2 WHEREAS, the Authority has determined to accept the offer of Stifel, Nicolaus & Company, Incorporated to purchase the Bonds pursuant to the terms and conditions of the Contract of Purchase (the "Purchase Contract"). BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC GOLF AUTHORITY: Section 1. The form of Indenture, Project Agreement and Purchase Contract presented to this meeting be, and hereby is, approved, and the Chairman or Vice Chairman of Trustees and the Secretary or any Assistant Secretary of Trustees of the Authority be, and they hereby are, authorized, directed and empowered to execute and deliver in the name of the Authority the Indenture, Project Agreement, Purchase Contract and other documents and agreements, in said forms and containing substantially the terms and provisions, as shall be approved by the officers executing the Indenture, Project Agreement, Purchase Contract and other documents and agreements, the execution thereof by such officers being conclusive evidence of such approval, and to execute and deliver in the name and on behalf of the Authority all documents, closing papers, certificates and such other documents as are necessary to accomplish the issuance and sale of the Bonds. Section 2. The signatures of the officers of the Authority appearing on the Indenture, Project Agreement, Purchase Contract and other documents and agreements, closing papers and certificates executed and delivered pursuant to this Resolution shall be conclusive evidence of their approval thereof and of their authority to execute and deliver such agreements and documents on behalf of the Authority. Section 3. The Chairman or Vice Chairman of Trustees is hereby authorized to review and approve for and on behalf of the Authority an official statement, in preliminary or final form, covering the offer and sale of the Bonds and the use of the official statement, in preliminary of final form by the Underwriter in the form approved in connection with the offer and sale of the Bonds is hereby approved. Section 4. The Chairman or Vice Chairman of Trustees and the Secretary or any Assistant Secretary of Trustees of the Authority be, and they hereby are, authorized and empowered for and on behalf of the Authority, to execute and deliver such further agreements and documents and to take such action as such officer or officers may deem necessary or desirable in order to carry out and perform the Indenture, Project Agreement, Purchase Contract and any contracts, documents, or instruments executed and delivered in connection with the issuance of the Bonds. and to effect the purposes thereof and to consummate the transactions contemplated thereby. Section 5. It is hereby determined to be necessary and in the best interest of the~trust estate that the Bonds be issued and the issuance thereof in the aggregate pr'inc-ipal amount of not to exceed $4,800,000.00, the specifoic principal amount thereof to be determined by the Chairman or Vice Chairman of the Authority and set forth in the Bond Indenture prior to issuance of the Bonds is hereby authorized and approved. It is further hereby determined to be 3 necessary and in the best interest of the trust estate that the aforesaid offer of the Underwriter be accepted and that the Bonds be issued and sold to it at a price equal to not less than ninety seven percent (97.0%) of the principal amount thereof, the specific purchase price to be determined by the Chairman or Vice Chairman of the Authority and set forth in a written Certificate of Determination before the issuance of the Bonds, and competitive bidding is hereby specifically waived with respect to the sale of the Bonds and the sale of the Bonds for a purchase price determined as aforesaid, which purchase prices may constitute a discount of not to exceed three percent (3.0%) of the principal amount of the Bonds as the Underwriter1s sole compensation, is hereby specifically approved. The Chairman or Vice Chairman of the Authority is hereby authorized, empowered and directed to determine and establish the interest rate or rates on the Bonds, which shall not exceed a weighted average interest rate of eight and three quarter percent (8.75%) per annum, and to establish the term or terms of the Bonds, which term or terms of the Bonds shall not exceed thirty years and to set forth such interest rate or rates and term or terms in a Certificate of Determination prior to the issuance of the Bonds. ADOPTED the 6th day of January, 1992. ATTEST: ~M~ti:~iwdL Seer tary of Tr tees [SEAL] ~~fd (:> Chairman of Trustees 4 I, the undersigned, the duly qualified and acting Secretary of Trustees of The Owasso Public Golf Authority, hereby certify that the foregoing is a true, correct and complete copy of a Resolution of the Trustees of the Authority held on the date therein stated as the same appears in the minutes of said meeting on file in my office as a part of the official records thereof. I further certify that a true and complete copy of the Public Notice attached hereto as Exhibit "A" was posted in prominent public view on the first floor bulletin board at the City Hall, Owasso, Oklahoma, twenty-four (24) hours prior to the date of the meeting therein described, excluding Saturdays, Sundays and legal holidays. I further certify that a true, correct and complete copy of such Public Notice was filed in the office of the City Clerk of the City of Owasso, Okolahoma, forty-eight (48) hours prior to the date of the meeting therein described. WITNESS my hand and seal of said Authority this 6th day of January, 1992. ~PJA~~~~ See tary of Trus ees [SEALi 5