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HomeMy WebLinkAbout1992 03B_OPGA_Purchase of Bond_1992.01.07 RESOLUT ION 92-03 WHEREAS, the issuance of not to exceed $4,800,000 Recreational Facilities Revenue Bonds, Series 1992 (the "Bonds"), of The Owasso Publ ic Golf Authority (the "Authority") has been duly authorized; and WHEREAS, the Trustees of the Authority have determi ned to issue at thi s time the Bonds authorized as aforesaid; and WHEREAS, Stifel, Nicolaus & Company, Incorporated (the "Purchaser"), has agreed to purchase the Bonds to be issued by the Authority; and WHEREAS, as a material consideration for the purchase of such Bonds by such Purchaser as aforesaid, the Trustees of the Authority have determined and agreed to adopt this Resolution and covenant and agree to be bound by the terms and provisions hereof. BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC GOLF AUTHORITY: Section 1. The Trustees of the Authority reasonably anticipate 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")l, which will be issued by the Authority and all subordinate entities thereof during calendar year 1992 does not exceed $10,000,000.00, and hereby covenant and agree, as a material inducement and consideration to the purchase of the Bonds by the Purchaser, that neither the Authority nor any subordinate entity thereof will, during calendar year 1992, issue "qual ified tax-exempt obl igations" [as defined in Section 265(b)(3)(B) of the Code], in an aggregate amount exceeding $10,000,000.00. Section 2. It is the purpose and intent of this Resolution that the Bonds shall constitute and are hereby designated as "qualified tax-exempt obligations" as defined in Section 265(b)(3)(B) of the Code, in order that the purchasers of the Bonds may avail themselves of the exception contained in said Section 265(b)(3)(B) of the Code with respect to interest incurred to carry tax-exempt bonds. Section 3. The Trustees of the Authority hereby covenant and agree that they will not designate as "qualified tax-exempt obligations" more than $10,000,000.00 in aggregate amount of obligations issued by the Authority or any subordinate entity thereof during calendar year 1992. Section 4. The Trustees of the Authority determines and intends that the Bonds shall also qualify for the exception for small governmental units contained in Section 148 (f) (4) (C) of the Code. The Authority shall apply to the City of Owasso (a governmental unit with general taxing powers) for allocation of a portion of the City's authority for the rebate exception. The Authority covenants that the Bonds are not private activity bonds as defined in Section 141 of the Code; that ninety-five percent of more of the net proceeds (i.e., the face amount of the bonds, plus accrued interest and premium, if any, less original issue discount) of the Bonds are to be used for local governmental activities of the Authority, and that the aggregate face amount of all tax-exempt obligations (other than private activity bonds as defined in Section 141 of the 2 Code) issued by the Authority, including all subordinate entities of the Authority, during the calendar year 1992 will not exceed $5,000,000.00, excluding, however, tax-exempt obligations which are not outstanding on the date of issuance of the Bonds. Section 5. The Trustees of the Authority hereby covenant and agree with the purchasers of the Bonds to take such further act ions and execute such documents and instruments as may be necessary or proper to carry out the intent of this Resolution and the officers of the Authority are hereby authorized, empowered and directed to take such actions and execute such documents as may be deemed necessary or proper from time to time. Section 6. The signatures of the officers of the Authority appearing on the No-Arbitrage Certificate and other agreements, documents, closing papers and certificates executed and delivered pursuant to this Resolution shall be conclusive evidence of their approval thereof and of the changes, if any, in the form thereof and of their authority to execute and deliver such agreements and documents on behalf of the Authority. ADOPTED this 6th day of January, 1992. THE OWASSO PUBLIC GOLF AUTHORITY By: r.~_ ~ F') 7 r'l~1 d~/~ ~"f f. Chairman of Trustees (SLAL) 3 THE TRUSTEES OF THE OWASSO PUBLIC GOLF AUTHORITY MET IN SPECIAL SESSION IN THE CONFERENCE ROOM OF THE CITY HALL, 207 SOUTH CEDAR, OWASSO, OKLAHOMA, ON THE 6TH DAY OF JANUARY, 1992, AT 5:30 O'CLOCK P.M. PRESENT: Brian Skelton, Glenna Anderson, Bob Oldefest, Ed Sokolosky ABSENT: Tom Rikkola Written notice of this special meeting of the Authority having been filed with the City Clerk of Owasso, Oklahoma, forty-eight (48) hours prior to said meeting, and public notice and agenda of this meeting having been posted in prominent public view on the first floor bulletin board at the City Hall, 207 South Cedar, Owasso, Oklahoma, twenty-four (24) hours prior to this meeting, excluding Saturdays, Sunday and legal holidays, all in compliance with the Oklahoma Open Meeting Act. (OTHER PROCEEDINGS) THEREUPON, a Resolution was introduced and read in full and considered by sections. Upon motion of Sokolosky, seconded by Anderson, the Resolution was finally passed with the following vote: AYE: NAY: Skelton, Anderson, Oldefest, Sokolosky The Resolution was thereupon signed by the Chairman of Trustees of the Authority and attested and sealed with the seal of the Authority by the Secretary of Trustees and is as follows: 51.1. 27 0 jdw 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 attached hereto as Exhibit "A" is a true, correct and complete copy of the Public Notice and Agenda as filed with the City Clerk of Owasso, Oklahoma, forty-eight (48) hours prior to the date of the meeting herein described and posted in prominent public view at the City Hall, 207 South Cedar, Oklahoma, twenty-four (24) hours prior to the date of the meeting therein described. WITNESS my hand and seal of said Authority this 6th day of January, 1992. (SEPL) , .. /-) ~!~~/~ $ecreary of Trust es 4