HomeMy WebLinkAbout2008 04_OPWA_Issuance of Debt_Series 2008_2008.11.18THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY MET IN
REGULAR SESSION AT THE OLD CENTRAI:, BUILDING, OWASSO, OKLAHOMA, ON
THIS 2ND DAY OF DECEMBER, 2008, AT 6:30 P. M.
PRESENT: Stephen Cataudella, Doug Bonebrake, D.J. Gall, Wayne Guevara,
and Jon Sinex
A.BSEN`I': None
Thereupon, the Chairman introduced a Resolution, which was read by the Secretary. Trustee
Bonebrake moved that the Resolution be adopted and Trustee Sinex seconded the motion. The
motion carrying with it the adoption of the Resolution prevailed by the following vote:
AYE: Stephen Cataudella, Doug Bonebrake, D.J. Gall, Wayne Guevara, and Jon
Sinex
NAY: None
The Resolution as adopted is as follows:
RESOLUTION NO. 2008-04
A RESOLUTION AUTHORIZING THE OWASSO PUBLIC WORKS
AUTHORITY (THE "AUTHORITY ") TO ISSUE ITS SALES TAX REVENUE
NOTE, SERIES 2008 (THE "NOTE ") IN THE AGGREGATE PRINCIPAL
AMOUNT OF $7,680,000; WAIVING COMPETITIVE BIDDING AND
AUTHORIZING THE NOTE TO BE SOLD ON A NEGOTIATED BASIS;
RATIFYING AND CONFIRMING A 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 A SUPPLEMENTAL NOTE
INDENTURE AUTHORIZING THE ISSUANCE AND SECURING THE
PAYMENT OF THE NOTE; PROVIDING THAT THE ORGANIZATIONAL
DOCUMENT CREATING TFIE AUTHORITY IS SUBJECT TO THE
PROVISIONS OF THE NOTE INDENTURE; AUTHORIZING AND
DIRECTING THE EXECUTION OF THE NOTE AND OTHER DOCUMENTS
RELATING TO THE TRANSACTION; ESTABLISHING THE AUTHORITY'S
REASONABLE EXPECTATION WITH RESPECT TO THE ISSUANCE OF
TAX - EXEMPT OBLIGATIONS BY THE AUTHORITY IN CALENDAR YEAR
2008, AND DESIGNATING THE NOTE AS A QUALIFIED TAX - EXEMPT
OBLIGATION; APPROVING PROFESSIONAL SERVICES AGREEMENTS;
AND CONTAINING OTHER PROVISIONS RELATING THERETO.
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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 Sales Tax Revenue Note, Series 2008, for and on behalf of the
City of Owasso, Oklahoma (the "City "), in an aggregate principal amount of $7,680,000 (the
"Note ") for the purpose of (i) financing the acquisition of certain real property in connection with
the construction of a new Tulsa Technology Center campus, (ii) financing street and road
construction, along with related costs (items (i) and (ii) collectively referred to as the "Project "),
and (iii) paying certain costs associated with the issuance of the Note. The Note shall bear interest
at the rate of 4.60% per annum and shall mature in semiannual principal installments as follows:
Maturity Date Principal Amount
June 1, 2009
$ 100,000
December 1, 2009
95,000
June 1, 2010
95,000
December 1, 2010
95,000
June 1, 2011
95,000
December 1, 2011 .
100,000
June 1, 2012
435,000
December 1, 2012
445,000
June 1, 2013
455,000
December 1, 2013
465,000
June 1, 2014
480,000
December 1, 2014
490,000
June 1, 2015
500,000
December 1, 2015
510,000
June 1., 2016
525,000
December 1, 2016
535,000
June 1, 2017
545,000
December 1, 2017
560,000
June 1, 2018
570,000
December 1, 2018
585,000
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; provided however, Bank of America, N.A., shall be paid an acceptance fee of $38,400.00.
SECTION 3. SALES TAX AGREEMENT. The Sales Tax Agreement dated as of
December 1, 2004, 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, is hereby ratified and confirmed.
SECTION 4. SUPPLEMENTAL NOTE INDENTURE. The Supplemental Note Indenture
by and between the Authority and RCB Bank, as Trustee, as said Supplemental Note Indenture
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supplements and amends a Note Indenture dated as of December 1, 2004, as previously
supplemented and amended by a Supplemental Note Indenture dated as of October 1, 2005, each by
and between the Authority and the Trustee (collectively, the "Note Indenture "), authorizing the
issuance of and securing the payment of the Note approved in Section 1 hereof, is 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 NOTE
INDENTURE. The organizational document creating the Authority is subject to the provisions of
the Note Indenture referenced in Section 4 hereof.
SECTION 6. 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 2008, 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.
SEC'T'ION 7. PROFESSIONAL SERVICES AGREEMENTS. The Chairman or Vice
Chairman is authorized to execute and deliver a Legal Services Agreement with The Public Finance
Law Group PLLC, as Bond Counsel, in connection with the transaction referenced herein.
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; 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.
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PASSED AND APPROVED THIS 2ND DAY OF DECEMBER, 2008.
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ATTEST: AHON
By:
Name: She rr,4ishop
Title: Secretary
THE OWASSO PUBLIC WORKS AUTHORITY
By:
Name: Ste Cataudella
Ste he
Title: Chairman
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