(Published in The Norman Transcript May 19, 2016, 1t) 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 MAYOR AND THE CITY COUNCIL OF THE CITY OF NORMAN, OKLAHOMA (THE CITY) MET IN REGULAR SESSION IN THE CITY COUNCIL CHAMBERS AT CITY HALL, 201 WEST GRAY, IN NORMAN, OKLAHOMA, ON THE 10TH DAY OF MAY, 2016, AT 6:30 P.M. PRESENT: Councilmembers Allison, Castleberry, Heiple, Holman, Jungman, Karjala, Lang, Miller, Mayor Rosenthal ABSENT: None Notice of the schedule of regular meetings of the governing body of the City for the calendar year 2016 having been given in writing to the City Clerk of the City at 3:00 o'clock p.m. on the 8th day of December, and public notice of this meeting, setting forth the date, time, place and agenda was posted at the entry to City Hall, 201 West Gray, in Norman, Oklahoma, in prominent view and open to the public twenty-four (24) hours each day, seven days each week at 6:00 p.m. on the 6th day of May, 2016, being twenty-four (24) hours or more prior to this meeting, excluding Saturdays, Sundays and State designated legal holidays, all in compliance with the Oklahoma Open Meeting Act. (OTHER PROCEEDINGS) Thereupon, Mayor Rosenthal introduced the proposed municipal resolution set forth hereinbelow, which was read in full by the Clerk or Deputy Clerk and upon motion by Heiple seconded by Holman, said Resolution was adopted by the following vote: AYE: Councilmembers Allison, Castleberry, Heiple, Holman, Jungman, Karjala, Lang, Miller, Mayor Rosenthal NAY: None The Resolution was thereupon signed by the Mayor or Mayor Pro Tem, attested by the City Clerk or Deputy Clerk, sealed with the seal of said municipality, and is as follows: [Resolution No. R-1516-116 Begins on Following Page] R-1516-116 Resolution A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORMAN, OKLAHOMA (THE CITY) PROVIDING FOR THE SALE AND ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS IN THE SUM OF NOT TO EXCEED SEVEN MILLION NINE HUNDRED THOUSAND DOLLARS ($7,900,000.00) BY THE CITY OF NORMAN, STATE OF OKLAHOMA, FOR THE PURPOSE OF REFUNDING CERTAIN OUTSTANDING GENERAL OBLIGATION BONDS INCLUDING THE OUTSTANDING PORTIONS OF THE COMBINED PURPOSE GENERAL OBLIGATION BONDS, SERIES 2005A OF THE CITY AND THE COMBINED PURPOSE GENERAL OBLIGATION BONDS, SERIES 2007A OF THE CITY; WAIVING COMPETITIVE BIDDING FOR THE BONDS; PRESCRIBING FORM OF BONDS; PROVIDING FOR A BOND ISSUE DESIGNATED COMBINED PURPOSE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016A; PROVIDING FOR REGISTRATION THEREOF; DESIGNATING THE REGISTRAR FOR THE ISSUE; PROVIDING LEVY OF AN ANNUAL TAX FOR PAYMENT OF PRINCIPAL AND INTEREST ON THE BONDS; APPROVING A CONTINUING DISCLOSURE AGREEMENT; FIXING OTHER DETAILS OF THE ISSUE; AND APPROVING AN ESCROW AGREEMENT. WHEREAS, The City of Norman, Oklahoma (the City) has $8,230,000 in aggregate outstanding general obligation bonds described as follows: • The City of Norman, Oklahoma Combined Purpose General Obligation Bonds, Series 2005A which mature June 1, 2017, to June 1, 2025 (the 2005A Bonds) • The City of Norman, Oklahoma Combined Purpose General Obligation Bonds, Series 2007A which mature June 1, 2017, to June 1, 2027 (the 2007A Bonds) WHEREAS, the City has been advised that the following maturities of the 2005A Bonds and the 2007A Bonds can be refunded to provide present value savings to the City: • The 2005A Bonds which mature June 1, 2017 to June 1, 2025 • The 2007A Bonds which mature June 1, 2017 to June 1, 2027 which are hereinafter referred to collectively as Refunded Bonds; and WHEREAS, it is deemed advisable by the City, for the purpose of obtaining interest cost savings to the City to issue General Obligation Refunding Bonds as authorized by Title 62, Oklahoma Statutes 2011, Sections 751 et seq.; and WHEREAS it is hereby determined to be in the best interest of the City to sell on this date and at this hour and at this place its not to exceed $7,900,000.00 of Combined Purpose General Obligation Refunding Bonds, Series 2016A (the Bonds), for such purpose and in order to provide the most efficient method of refunding the Refunded Bonds, it is hereby determined that a negotiated sale is most appropriate and therefore competitive bidding for the Bonds is hereby waived and the Bonds are hereby authorized to be sold at negotiated sale; and WHEREAS, a public hearing with respect to the issuance of the General Obligation Refunding Bonds has been conducted at the special meeting of the City on April 28, 2016, with no adverse comments from the public; and WHEREAS, a second public hearing with respect to the issuance of the General Obligation Refunding Bonds has been conducted at the regular meeting of the City on the date hereof (May 10, 2016), with no adverse comments from the public; and WHEREAS, the City heretofore adopted its Resolution R-1516-108 dated April 28, 2016, granting preliminary approval to proceed with the transaction, and now the City desires to give final approval of the transaction. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORMAN, OKLAHOMA: Section 1. After due consideration by the governing body and in compliance with Title 62 Oklahoma Statutes 2011, Sections 751 et seq. and the Charter of The City of Norman, Oklahoma, the Bonds herein authorized are awarded, sold and delivered to Citigroup, Dallas, Texas, as Senior Managing Underwriter, all pursuant to the Bond Purchase Agreement attached hereto and incorporated herein by reference, upon fulfillment of the terms set out in said Bond Purchase Agreement. That pursuant to Title 62, Oklahoma Statutes, 2011, §754 and §758, General Obligation Refunding Bonds (2007A Bonds) are hereby combined with General Obligation Refunding Bonds (2005A Bonds) and there are hereby ordered and directed to be issued the bonds of said City in accordance with the form as hereinafter set out, in the aggregate principal amount of not to exceed Seven Million Nine Hundred Thousand Dollars ($7,900,000.00), which Bonds shall be designated Combined Purpose General Obligation Refunding Bonds, Series 2016A, shall be dated as of delivery, shall mature on dates coinciding with the maturities of the Refunded Bonds on June 1 or December 1, and shall mature and be payable and bear interest as shall be set forth in a Certificate of Determination signed by the Mayor after the pricing of the Bonds to be attached to the Bond Purchase Agreement herein authorized. Interest shall be payable semi-annually on the 1st day of June and December of each year, commencing on December 1, 2016. The bonds are issuable as registered Bonds in denominations of $5,000 or any whole multiple thereof, not to exceed $100,000, provided when a book entry system is utilized, the Bonds may be represented by one Bond for each maturity of Bonds. Section 2. That each of said Bonds and the endorsements and certificates thereon shall be in substantially the following form: [FORM OF REGISTERED BOND] UNITED STATES OF AMERICA STATE OF OKLAHOMA NO. ______ $________ THE CITY OF NORMAN, OKLAHOMA COMBINED PURPOSE GENERAL OBLIGATION REFUNDING BOND, SERIES 2016A INTEREST RATE ________ MATURITY DATE ________ DATE OF ORIGINAL ISSUE ____, 2016 CUSIP ________ REGISTERED OWNER: ________ PRINCIPAL AMOUNT ______DOLLARS KNOW ALL MEN BY THESE PRESENTS: That The City of Norman, Cleveland County, Oklahoma (the City) hereby acknowledges itself indebted to and for value received, promises to pay the principal amount set forth above to the person named above or registered assigns (hereinafter called the Registered Holder), for the bond number(s) set forth above, together with interest thereon at the rate specified hereon (computed on the basis of a 360-day year of twelve 30-day months), from the date hereof until paid, payable semi-annually on the 1st day of June and December, respectively, in each year, beginning December 1, 2016. If this Bond is held in book-entry-only form, it will be registered in the name of the Securities Depository or its nominee, which will initially be Cede & Co., as nominee for The Depository Trust Company. Payments of interest on and principal of this Bond shall be made to the Securities Depository in accordance with its procedures. If this Bond is not held in book-entry-only form, interest hereon shall be payable by check or draft mailed to the registered owner hereof at his address as it appears on the books of registry (as of the fifteenth day of the month next preceding each interest payment date) kept by BOKF, NA, Oklahoma City, Oklahoma, as paying agent and registrar for the Bonds (the Paying Agent-Registrar). Payment of principal on this Bond will be made at the principal office of the Paying Agent-Registrar, or at the principal office of a successor Paying Agent-Registrar. Both the principal of and interest on this Bond are payable in any coin or currency of the United States of America, which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. THE FULL FAITH, CREDIT AND RESOURCES of said City are hereby irrevocably pledged to the payment of this Bond. THIS BOND is one of an issue of like date and tenor, except as to date of maturity, rate of interest, redemption provisions and denomination, aggregating the principal sum of _______________________. This Bond, and the Bonds of the issue of which it is one, has been issued for the purposes of refunding certain outstanding portions of The City of Norman, Oklahoma, Combined Purpose General Obligation Bonds, Series 2005A and The City of Norman, Oklahoma, Combined Purpose General Obligation Bonds, Series 2007A, all pursuant to Title 62, Oklahoma Statutes 2011, Section 751 et seq., and statutes of the State of Oklahoma complementary, supplementary and enacted pursuant thereto. The Bonds are not subject to optional redemption prior to maturity. No person shall be entitled to any right or benefit provided in this Bond unless the name of such person is registered by the Registrar in the Registration Record maintained in its corporate trust office in Oklahoma City, Oklahoma. This Bond shall be transferable only upon delivery of this Bond to the Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar, duly executed by the Registered Holder hereof or his attorney duly authorized in writing, and such transfer registered in the Registration Record. The Registrar shall not be required to make such transfer after the fifteenth (15th) day preceding any interest payment date until after said latter date. The name of the Registered Holder endorsed hereon shall be deemed the correct name of the owner of this Bond for all purposes whatsoever. The Registrar will keep the Registration Record open for registration of ownership of registered Bonds during its business hours. In the event of a change of Registrar for any reason, notice thereof shall be mailed, by registered or certified United States mail, postage prepaid, to the Registered Holder at the address shown in the Registration Record, and such notice shall be effective on the date of mailing and sufficient as to all persons. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required to be done, precedent to and in the issuance of this Bond have been properly done, happened and been performed in regular and due form and time as required by law, and that the total indebtedness of said City, including this Bond, and the series of which it forms a part, does not exceed any constitutional or statutory limitation; and that due provision has been made for the collection of an annual tax sufficient to pay the interest on this Bond as it falls due and also to constitute a sinking fund for the payment of the principal hereof at maturity. This Bond has been issued pursuant to the authority of the General Obligation Public Securities Refunding Act and is incontestable for any cause whatsoever after delivery for value. IN WITNESS WHEREOF, said City has caused this Bond to be executed in its name by the facsimile signature of its Mayor, attested by the facsimile signature of its Clerk, and sealed with the facsimile seal thereof all as of the ____ day of _______, 2016. (SEAL) _____________________ Mayor ATTEST: _____________________ City Clerk AUTHENTICATION CERTIFICATE This Bond is one of the Combined Purpose General Obligation Refunding Bonds, Series 2016A of The City of Norman, Oklahoma described herein. Date of Registration and Authentication ________________ BOKF, NA Oklahoma City, Oklahoma ________________ Authorized Officer * * * STATE OF OKLAHOMA COUNTIES OF CLEVELAND SS We, the undersigned, District Attorney and County Clerk, respectively, of said County in said State in which the within named City is situated, hereby certify that the within Bond is one of a series of Bonds issued by the within named City pursuant to law, and that the entire issue of said Bonds is within the debt limit imposed upon said City by the Constitution and laws of the State of Oklahoma. WITNESS our respective official hands and the seals of said Counties as of the ____ day of _____________, 2016. ________________ County Clerk, Cleveland County ________________ District Attorney, District Number 21 (SEAL) FORM OF ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto _________________________________ the within Bond and does hereby irrevocably constitute and appoint _____________________ attorney to transfer such Bond on the books kept for registration and transfer of the within Bond, with full power of substitution in the premises. Dated: ____________________, ____. ________________ Signature guaranteed by: _____________________ STATE OF OKLAHOMA COUNTY OF CLEVELAND SS I, the undersigned, the duly qualified and acting Treasurer of the within named City, in said County and State, hereby certify that I have duly registered the within Bond in my office on this ___ day of ____________, 2016. WITNESS my hand the date above written. ________________ Treasurer STATE OF OKLAHOMA OFFICE OF THE ATTORNEY GENERAL BOND DEPARTMENT _____________, 2016 I HEREBY CERTIFY that I have examined a certified copy of the record of proceedings taken preliminary to and in the issuance of the within Bond; that such proceedings and such Bond show lawful authority for the issue and are in accordance with the form and method of procedure prescribed and provided by me for the issuance of bonds of like kind; and that said Bond is a valid and binding obligation according to its tenor and terms, and, under the provisions of Title 62, Oklahoma Statutes 2011, Sections 11, 13 and 14, requiring the certificate of the Bond Commissioner of the State of Oklahoma thereon, as modified by Title 62, Oklahoma Statutes 2011, Section 755(D) is incontestable in any Court in the State of Oklahoma after delivery for value. ________________ Attorney General Ex-Officio Bond Commissioner State of Oklahoma [END OF FORM OF BOND] Section 3. That each of said Bonds shall be signed by the Mayor and the corporate seal of said City affixed thereto and attested by the Clerk of said City; that said officers be and hereby are authorized and directed to cause said Bonds to be prepared and to execute the same for and on behalf of said City, have the same registered by the Treasurer, endorsed by the District Attorneys and County Clerks and presented to the Attorney General, Ex-Officio Bond Commissioner, together with a certified transcript of all proceedings had in connection with their issue for his approval and endorsement; that thereafter said Bonds shall be delivered to the purchaser upon payment of the purchase price thereof, which shall not be less than par and accrued interest. The proceeds derived from the sale of said Bonds shall be placed in a special fund and used solely for the purpose of providing funds for the purpose of paying the prior Bonds of the City set out in Section 2 hereof, paying the costs of issuance and other lawful purposes as set forth in the General Obligation Public Securities Refunding Act. Other lawful purposes shall include utilizing certain Bond proceeds designated as new money for federal tax purposes to pay the costs of certain project costs consistent with the purposes of the 2005A Bonds and the 2007A Bonds. The projects originally contemplated in Propositions No. 1 (Railroad Crossing), No. 2 (Major Street Construction), and No. 4 (Fire Station) as set forth in Ordinance No. O-0405-34 have been completed. The Bond proceeds designated as new money shall be allocated proportionately, based on the respective share of Refunded Bonds representing each of the Propositions. The Mayor or Mayor Pro Tem shall execute a Certificate of Determination at closing of the Bonds establishing the amounts allocated to projects consistent with each of the Propositions. Section 4. Whenever any registered Bond or Bonds shall be exchanged for another registered Bond or Bonds of different denomination, the Registrar shall cancel the Bond or Bonds surrendered in such exchange on the face thereof and on the Registration Record. If the supply of registered Bonds for making exchanges shall have been exhausted, the Registrar shall cause additional registered Bonds to be prepared, at the expense of the City. The City covenants that upon request of the Registrar, its appropriate officers promptly will execute such additional registered Bonds on behalf of the City. Section 5. The Registrar for all registered Bonds issued pursuant to this Resolution shall be BOKF, NA, Oklahoma City, Oklahoma, which shall maintain a Registration Record in its principal corporate trust office for the purpose of registering the name and address of the Registered Holder of each registered Bond. The Registrar will keep the Registration Record open for registrations during its business hours. In the event of a change of Registrar, notice thereof shall be mailed, registered or certified United States Mail, postage prepaid, to the Registered Holder of each registered Bond. The name and address of the Registered Holder as the same appear on the Registration Record shall be conclusive evidence to all persons and for all purposes whatsoever and no person other than the Registered Holder shown on the Registration Record shall be entitled to any right or benefit in relation to the Bond so registered; provided, that the foregoing shall not apply to any successor by operation of law of such Registered Holder. Registered Bonds shall be transferable only upon delivery of such Bonds to the Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar, executed by the Registered Holder thereof or his attorney duly authorized in writing, and such transfer registered on the Registration Record. If the Form of Assignment on such Bonds is exhausted, such Registered Bonds delivered to the Registrar for registration of transfer shall be cancelled by the Registrar on the face thereof and the Registrar shall authenticate and deliver to the transferee Bonds in aggregate principal amount equal to the unpaid principal of the surrendered Bonds in new registered Bonds, in denominations of $5,000 or any whole multiple thereof. The Registrar shall not be required to make such transfer after the fifteenth (15th) day preceding any interest payment date until after said latter date. The Record Date for the Bonds shall be the 15th day, whether or not such is a business day, of the calendar month preceding each interest payment date on the Bonds. Section 6. Pursuant to the Citys Resolution adopted April 28, 2015, the City designated Citigroup, Dallas, Texas, to serve as Senior Managing Underwriter with respect to the Bonds. The Bond Purchase Agreement, a form of which is attached hereto, between the City and the aforesaid purchaser(s) of the Bonds attached hereto and incorporated herein by reference is hereby approved and the Mayor is authorized to execute the same as well as the Certificate of Determination upon the Mayors determination of the final details of the Bonds including interest rates, maturities and call features, if any, on the date of final pricing of the Bonds, provided the average interest rate in the form of true interest cost does not exceed 1.75% per annum and provided further this authorization to sign the Bond Purchase Agreement shall lapse on June 30, 2016, and the Mayor is further authorized to approve and direct payment of the cost of issuance of the Bonds. Section 7. There is hereby created and established a system of registration for uncertificated registered public obligations with respect to the Bonds as provided in the Registered Public Obligations Act of Oklahoma, Title 62 Oklahoma Statutes 2011, Section 582(13)(b), whereby books shall be maintained on behalf of the City by the Depository Trust Company, New York, New York, for the purpose of registration of transfer of the uncertificated registered public obligations with respect to the Bonds which specify the persons entitled to the Bonds and the rights evidenced thereby shall be registered upon such books, and the Mayor and Clerk (or in their absence or incapacity, the Mayor Pro Tem and Deputy Clerk, respectively) are hereby authorized and directed to execute such documents and instruments as may be required to implement the foregoing system of registration. Section 8. The City hereby ratifies and confirms the Continuing Disclosure Policies and Procedures for and on behalf of the City and its Public Trusts (as defined in said Policies and Procedures), with respect to Obligations (as defined in said Policies and Procedures) that may be subject to continuing disclosure requirements pursuant to SEC Rule 15c2-12. Section 9. The Escrow Fund Agreement, the Continuing Disclosure Certificate and Official Statement, forms of which are attached hereto or are provided herewith and incorporated herein by reference, are hereby approved and the Mayor and City Clerk are authorized to execute the Escrow Fund Agreement and the Continuing Disclosure Agreement and the City Manager is authorized to sign the Official Statement for and on behalf of the City. A Continuing Disclosure Certificate, as a material inducement to the Purchaser(s) of the Bonds, in substantially the form of the draft thereof presented at the meeting at which this Resolution is adopted and to be dated the date of initial delivery of the Bonds, is hereby authorized to be executed and delivered by the Mayor and Clerk (or in their absence or incapacity, the Mayor Pro Tem and Deputy Clerk, respectively). The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an event of default on the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section. Continuing Disclosure Certificate shall mean that certain Continuing Disclosure Certificate executed by the City and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. The City hereby covenants and agrees for the benefit of the Bondholders to provide annual financial information on the City which shall include financial information customarily prepared by the City and which is publicly available, and to provide, in a timely manner, notice of events specified in paragraph (b)(5)(i)(C) of Rule 15c2-12 promulgated by the Securities and Exchange Commission. The annual financial information and any notices of material events will be provided by the City to the Municipal Securities Rulemaking Board via the Electronic Municipal Market Access System (EMMA) @ www.emma.msrb.org. The Official Statement pertaining to the Bonds issued pursuant to this Resolution is approved and the Official Statement was, as of its date and is as of this date, true and correct and does not, as of its date or as of the date hereof, contain any untrue or misleading statements of a material fact or omit to state any material fact which should be included therein because of the purpose for which the Official Statement is to be used, or which is necessary to make the statements therein not misleading in light of the circumstances under which they were made. The City authorizes the use of the Official Statement in connection with the sale of the Bonds by the purchasers thereof. Section 10. That beginning with the fiscal year beginning in 2016, a continuing annual tax sufficient to pay the interest on said Bonds when due and for the purpose of providing a sinking fund with which to pay the principal of said Bonds when due shall be and is hereby ordered levied upon all taxable property in said City, in addition to all other taxes, said sinking fund to be designated Combined Purpose General Obligation Refunding Bonds, Series 2016A Sinking Fund. Said Tax shall be and is hereby ordered certified, levied and extended upon the rolls and collected by the same officers, in the same manner and at the same time as the taxes for general purposes in each of said years are certified, levied, extended and collected; that all funds derived from said tax shall be placed in said sinking fund which, together with any interest collected on same, shall be irrevocably pledged to the payment of the interest on and principal of said Bonds when and as the same fall due. Section 11. The Mayor, Mayor Pro Tem, City Manager, Treasurer, City Clerk, and Deputy City Clerk are hereby authorized and directed to execute, separately or jointly, and deliver such documents and take such other action as may be necessary or appropriate in order to effectuate the issuance, execution and delivery of the Bonds, including specifically, but not limited to, the Bond forms, tax or tax compliance documents, closing certificates, continuing disclosure or other security or securities-related documents, contracts for professional services associated with issuance of the Bonds, disbursement orders, or any other letter, representation or certification otherwise necessary and attendant to the issuance and delivery of the Bonds. [Remainder of Page Left Blank Intentionally] PASSED AND APPROVED this 10th day of May, 2016. SEAL) s/ Cindy Rosenthal Mayor ATTEST: s/ Brenda Hall City Clerk STATE OF OKLAHOMA COUNTY OF CLEVELAND SS I, the undersigned, the duly qualified and acting Clerk of The City of Norman, Oklahoma, hereby certify that the foregoing is a true and complete copy of a Resolution authorizing the issuance of Bonds for the purpose therein set out adopted by the governing body of said City and transcript of proceedings had by said governing body at a regular meeting thereof 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 is a true and complete copy of the Notice of the schedule of regular meetings of the governing body of The City of Norman, Oklahoma for the calendar year 2016 having been given in writing to the City Clerk of said City on December 8, 2015, and public notice of this meeting, setting forth the date, time, place and agenda was posted at the place of this meeting in prominent view and open to the public twenty-four (24) hours each day, seven (7) days each week at 6:00 oclock p.m., on the 6th day of May, 2016, being twenty-four (24) hours or more prior to this meeting, excluding Saturdays, Sundays and State designated legal holidays, all in compliance with the Oklahoma Open Meeting Act (as attached hereto). WITNESS my hand and seal this 10th day of May, 2016. (SEAL) s/ Brenda Hall City Clerk
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