tuesday, april 19, 2016 7:30 pm
Transcription
tuesday, april 19, 2016 7:30 pm
Agenda posted on the front door of City Hall and the bulletin board in the lobby of City Hall at 5:00 P.M., Friday, April 17, 2016. The City of Bethany encourages participation from all its citizens. If participation at any public meeting is not possible due to a disability, notification to the City Clerk at least 48 hours prior to the scheduled meeting is encouraged to make the necessary accommodations. The City may waive the 48 hour rule if signing is not the necessary accommodation. TUESDAY, APRIL 19, 2016 7:30 P.M. BETHANY CITY HALL 6700 NW 36TH ST, BETHANY, OKLAHOMA Call to Order Invocation Flag Salute 1. Consent Docket: A. Approval of Minutes from the April 5, 2016 Regular Meeting. B. Approval of Minutes from the April 12, 2016 Special Called Meeting. C. Approval of Claims: These claims have been found to be in order by staff and proper as to form and procedure and are recommended for payment. A copy of the Claims List is included in the agenda packet. 2. Call to the Public. 3. PUBLIC HEARING ITEM: Consideration and possible action to approve a request by Steven Hamilton and Fawn Sanchez, Applicants, and Fawn Sanchez, Property Owner for the purpose of building a 900 sq. ft. accessory building at 6808 NW 31st Street. 4. Receive and open bids for two surplus fire trucks and refer to staff for recommendation. 5. Consideration and possible adoption of Resolution No. 1407 designating April 10th through April 16th, 2016 as National Telecommunicator Week in the City of Bethany. 6. Consideration and possible action to approve of Resolution No. 1408 pertaining to the City's $8,180,000 Library General Obligation Bonds, Series 2016; including fixing the amount of bonds to mature each year; fixing the time and place the bonds are to be sold; approving the preliminary official statement and distribution thereof and authorizing the clerk to give notice of said sale as required by law. 7. Consideration and Possible action to approve a professional services agreement with BancFirst, Oklahoma City, OK to serve as registrar and paying agent on the City's $8,180,000 Library General Obligation Bonds, Series 2016. 8. Consideration and possible action for nominations for the election of two trustees for Board of Trustees with the Oklahoma Municipal Assurance Group. 9. Discussion of water rates and Bethany water usage. 10. Consideration and possible action to accept the Financial Audit Report for FY2015 as presented by the City’s external auditor. 11. Discussion, consideration and possible action on an economic development proposal for vacant property in Bethany and the creation of a Tax Increment Financing District to assist with development costs. The public disclosure of the details of the proposal would interfere with the development proposal and violate the confidentiality of the developer. (Proposed executive session as authorized by the Oklahoma Open Meeting Act, 25 Oklahoma Statutes Section 307 B which provides for an executive session for purposes of conferring on matters pertaining to economic development, including the transfer of property, financing, or the creation of a proposal to entice a business to remain or to locate within their jurisdiction if public disclosure of the matter discussed would interfere with the development of products or services or if public disclosure would violate the confidentiality of the business.) 12. City Attorney’s Report. 13. City Manager’s Report. A. Financial Report. 14. Council Members Announcements, Comments, and Proposals. 15. New Business. 16. Adjourn until May 3, 2016. 1. Consent Docket: A. Approval of Minutes from the April 5, 2016 Regular Meeting. B. Approval of Claims: These claims have been found to be in order by staff and proper as to form and procedure and are recommended for payment. A copy of the Claims List is included in the agenda packet. 2. New Business. 3. Adjourn until May 3, 2016. 1. Consent Docket: A. Approval of Minutes from the April 5, 2016 Regular Meeting. B. Approval of Claims: These claims have been found to be in order by staff and proper as to form and procedure and are recommended for payment. A copy of the Claims List is included in the agenda packet. 2. New Business. 3. Adjourn until May 3, 2016. 1. Consent Docket: A. Approval of Minutes from the April 5, 2016 Regular Meeting. B. Acceptance of Financial Report. C. Approval of Claims: These claims have been found to be in order by staff and proper as to form and procedure and are recommended for payment. A copy of the Claims List is included in the agenda packet. 2. New Business. 3. Adjourn until May 3, 2016. Public Participation Note: The City Council and Staff of the City of Bethany strongly encourages the input and involvement of the citizens to help insure that the City government provides the highest level of services to meet the public needs and desires. If you have any concerns or comments about an agenda item, or any other issue, please contact the Mayor, your Ward Council Members or City Hall Staff. You may also contact the City Manager’s office if you would like to have an item placed on a future agenda to address the Council as a whole. (Guidelines are available in the Council Chambers and in City Hall Lobby.) AGENDA: 04/19/2016 ITEM: Consent 1 (B) NOTICE: Agenda posted on the front door of City Hall and on the bulletin board in the lobby of City Hall at 5:00 P.M., Monday, April 4, 2016. MINUTES SPECIAL CALLED MEETING OF THE BETHANY CITY COUNCIL APRIL 12, 2016 6:30 P.M. AT BETHANY CITY HALL 6700 NW 36TH ST, BETHANY OK MEMBERS PRESENT: Jeff Knapp Randy Luinstra Kathi Holloway Arlita Harris Kathy Larsen John Herren Phil Shirey Vice Mayor Council Member Council Member Council Member Council Member Council Member Council Member MEMBERS ABSENT: Bryan Taylor Curtis Moore Mayor Council Member OTHERS PRESENT: David Davis Steve Katen Linda Martin Mark Hemingway City Attorney City Engineer Attorney Environmental Consultant Vice Mayor Knapp called the meeting to order at 6:37 p.m. Invocation was given by Council Member Holloway. Flag salute was given by Council Member Holloway. ITEM NO. 1 on the agenda was CONSIDERATION AND POSSIBLE ACTION CONCERNING LEGAL ACTIONS AND CLAIMS AGAINST THE RESPONSIBLE PARTIES CONCERNING CONTAMINATION OF PUBLIC WATER SUPPLY OF THE CITY OF BETHANY CAUSED BY CONTAMINANTS MIGRATING FROM THE OKLAHOMA CITY AIRPORT PROPERTY INCLUDING CONFIDENTIAL COMMUNICATIONS FROM ENVIRONMENTAL SCIENTIST EXPERT AND ENVIRONMENTAL ATTORNEY. (PROPOSED EXECUTIVE SESSION RECOMMENDED BY CITY ATTORNEY FOR DISCUSSION AS AUTHORIZED BY THE OKLAHOMA OPEN MEETING ACT SECTION 307B(4) WHICH PROVIDES THAT EXECUTIVE SESSIONS ARE PERMITTED FOR CONFIDENTIAL COMMUNICATIONS BETWEEN A PUBLIC BODY AND ITS ATTORNEY CONCERNING A PENDING INVESTIGATION,CLAIM, OR ACTION IF THE PUBLIC BODY, WITH THE ADVICE OF ITS ATTORNEY, DETERMINES THAT DISCLOSURE WILL SERIOUSLY IMPAIR THE ABILITY OF THE PUBLIC BODY TO PROCESS THE CLAIM OR CONDUCT A PENDING INVESTIGATION, LITIGATION, OR PROCEEDING IN THE PUBLIC INTEREST.) Motion was made by Council Member Holloway and seconded by Council Member Harris to take Item 1 to executive session. Yes votes: Luinstra, Holloway, Harris, Larsen, Herren, Shirey, Knapp. Motion passed. Motion was made by Council Member Luinstra and seconded by Council Member Shirey to include the OTHERS PRESENT at the meeting in the executive session. Yes votes: Luinstra, Holloway, Harris, Larsen, Herren, Shirey, Knapp. Motion passed. Vice Mayor Knapp recessed the Special Called Meeting at 6:42 p.m. Vice Mayor Knapp reconvened the Special Called Meeting at 8:35 p.m. No action taken. Vice Mayor Knapp adjourned the Special Called Meeting at 8:35 p.m. __________________________ MAYOR __________________________ CITY CLERK 04/19/2016 3 AGENDA: 04/19/2016 ITEM: 4 BETHANY CITY COUNCIL TO: Mayor and City Council FROM: Steve Harzman, Assistant City Manager DATE: 04/19/2016 SUBJECT: Receive bids for two surplus fire trucks. BACKGROUND: On March 15th, 2016 the Council authorized the City Manager to surplus and sell two fire trucks by competitive bid pursuant to Bethany Code of Ordinances. Property was advertised as required and are present to be opened. RECOMMENDATION ACTION Refer to staff to determine appropriate buyer and provide required documentation. Additional Comments: Agenda: 04/19/2016 Item: 5 BETHANY CITY COUNCIL From: Date: Subject: Steve Harzman, Interim City Manager 04/19/2016 Consideration and possible action designating the week of April 10th through April 16th, 2016 as National Telecommunicator Week in the City of Bethany. BACKGROUND The Association of Central Oklahoma Governments reminds the City of Bethany that in 1991 the U.S. Congress named the second full week in April each year as National Telecommunicator Week. Our central dispatch professionals staff our call center 24 hours a day. They are the heart of our public safety system for our citizens and are the lifeline for our emergency responders. Approving the resolution honors our men and women who serve our citizens and employees in this vital capacity. RECOMMENDATION 1. Approve the resolution designating April 10th through April 16th, 2016 as National Telecommunicator Week. ADDITIONAL COMMENTS RESOLUTION NO. 1407 WHEREAS, in 1991 Congressional resolution named the second full week in April of every year, National Telecommunicator Week; and WHEREAS, emergencies can occur at anytime or any place and require the assistance of police, fire or emergency medical services; and WHEREAS, 9-1-1 is the Hotline for Help for people in emergency situations, and the 91-1 call taker’s voice is the first assurance that help is on the way; and WHEREAS, 9-1-1 professionals regularly meet the challenges of extremely stressful situations with calmness and efficiency; and WHEREAS, when an emergency occurs, the prompt response of police officers, firefighters and paramedics is critical to the protection of life and preservation of property; and WHEREAS, the safety of these emergency responders is dependent upon the quality and accuracy of information obtained from citizens who telephone the 9-1-1 communication center; and WHEREAS, Public Safety Dispatchers are the “heart of public safety,” providing assistance before any other emergency services arrive on scene; and WHEREAS, Public Safety Dispatchers are a vital link for our emergency responders by monitoring their activities by radio, providing them information and insuring their safety; and WHEREAS, Public Safety Dispatchers contribute substantially to the apprehension of criminals, suppression of fires and treatment of injuries and illnesses on a daily basis; and WHEREAS, each dispatcher has exhibited compassion, professionalism during the performance of his or her daily job duties; understanding and NOW, THEREFORE, BE IT RES OLVED, that the City of Bethany, Oklahoma declares the week of April 10-16, 2016 to be National Telecommunicator Week in honor of the men and women whose diligence and professionalism keep our region’s citizens and emergency responders safe. **END** The foregoing Resolution was duly adopted and approved by the Mayor and City Council of the City of Bethany on the _______ day of _________________, 2016, after compliance with notice requirements of the Open Meeting Law (25 OSA, Sections 301, et seq.) ________________________________ MAYOR ATTEST: ________________________________ CITY CLERK 6 and 7 1408 NOTICE TO BIDDERS Enclosed are the Instructions to Bidders, Preliminary Official Statement* and Bid Form for the following issue: $8,180,000 CITY OF BETHANY, OKLAHOMA GENERAL OBLIGATION BONDS, SERIES 2016 SELLING: Tuesday, May 17, 2016 AT 11:00 O'clock, A.M. Central Time ELECTRONIC BIDS ACCEPTED THROUGH PARITY * The Preliminary Official Statement is available electronically by contacting Linda Scoggins at [email protected] and Anissa Campbell at [email protected] NOTE: These Bonds are Qualified Tax-Exempt Obligations FINANCIAL ADVISOR MUNICIPAL FINANCE SERVICES, INC. 3933 E. COVELL RD. EDMOND, OKLAHOMA 73034-6909 (405) 340-1727 (405) 340-3607 fax The Notice of Sale and Instructions to Bidders do not alone constitute an offer to sell but is merely notice of sale of the Bonds described herein. The offer to sell such Bonds is being made by means of the Notice of Sale and Instructions to Bidders, the Official Bid Form and the Preliminary Official Statement*. NEW ISSUE NOTICE OF SALE AND INSTRUCTIONS TO BIDDERS FOR THE SALE OF $8,180,000 CITY OF BETHANY, OKLAHOMA GENERAL OBLIGATION BONDS, SERIES 2016 *The Preliminary Official Statement is available electronically by contacting Linda Scoggins at [email protected] and Anissa Campbell at [email protected] LEGAL OPINION: Attorney General of the State of Oklahoma _________________,Bond Counsel BIDS RECEIVED UNTIL: May 17, 2016, 11:00 O'Clock, A.M., Central Time Steve Harzman, Acting City Manager City of Bethany 6700 N.W. 36th Street Bethany, Oklahoma 73008 BIDS CONSIDERED: May 17, 2016, 7:30 O'Clock, P.M., Central Time City Hall 6700 N.W. 36th Street Bethany, Oklahoma 73008 ► ELECTRONIC BIDS ACCEPTED THROUGH PARITY ◄ MUNICIPAL FINANCE SERVICES, INC. F I N A N C I A L A D V I S O R INSTRUCTIONS TO BIDDERS $8,180,000 CITY OF BETHANY, OKLAHOMA GENERAL OBLIGATION BONDS, SERIES 2016 TIME AND PLACE OF SALE The City Council of the City of Bethany, Oklahoma County, State of Oklahoma (the "City"), will receive sealed bids, facsimile bids, electronic (Parity®) bids or similar secure electronic bids on the 17th day of May, 2016, at 11:00 O'clock, A.M., Central Time, at City Hall located at 6700 N.W. 36th Street, Bethany, Oklahoma, for the purchase of $8,180,000 General Obligation Bonds, Series 2016 (the "2016 Bonds" or the "Bonds") in accordance with the terms of the Notice of Sale and Instructions to Bidders. The City Council intends to convene at 7:30 O'clock, P.M., on said date and at said location to consider and take action on the bids. SEALED BIDS Sealed bids for the Bonds, plainly marked "Bid for 2016 Bonds", may be mailed or hand delivered to Mr. Steve Harzman, Acting City Manager, City of Bethany, 6700 N.W. 36th Street, Bethany, Oklahoma, 73008, or in care of Municipal Finance Services, Inc., to the attention of Mr. Rick A. Smith, President, 3933 E. Covell Rd., (73034-6909), P.O. Box 747 (73083-0747), Edmond, Oklahoma, (405) 340-1727. Sealed bids must be submitted in duplicate on the Official Bid Form furnished herein. Bids may also be faxed to Municipal Finance Services, Inc. at (405) 340-3607. ELECTRONIC BIDDING AND BIDDING PROCEDURES NOTICE IS HEREBY GIVEN electronic (as explained below) bids will be received via PARITY, in the manner described below, until 11:00 O'clock, A.M., Central Time, on May 17, 2016. Bids must be submitted electronically through PARITY in accordance with the Notice of Sale and Instructions to Bidders until 11:00 A.M., Central Time, but no bid will be received after the time for receiving bids specified herein. To the extent any instructions or directions set forth in PARITY conflict with the Notice of Sale and Instructions to Bidders, the terms of the Notice of Sale and Instructions to Bidders shall control. For further information about PARITY, potential bidders may contact the Financial Advisor to the City or i-Deal LLC at 1359 Broadway, 2nd Floor, New York, NY 10018, telephone 212/849-5021. No other provider of electronic bidding services will be accepted. Registration to Bid The City does not have a registration requirement for prospective bidders who intend to submit their bid electronically. However, prospective bidders must be contracted clients of the PARITY Competitive Bidding System prior to the time of sale. By becoming a contracted PARITY client, a prospective bidder is not obligated to submit a bid. To become a contracted PARITY client, please call 212/849-5021. By submitting a bid for the Bonds, a prospective bidder represents and warrants to the City that such bidder’s bid for the purchase of the Bonds is submitted for and on behalf of such prospective bidder by an officer or agent duly authorized to bind the prospective bidder to a legal, valid and enforceable contract for the purchase of the Bonds. An electronic bid shall be deemed to incorporate the provisions of the Instructions to Bidders, shall be deemed an irrevocable offer to purchase the Bonds on the terms provided herein and shall be binding on the bidder as if made by a signed, sealed bid delivered to the City. Disclaimer The use of PARITY electronic bidding shall be at the bidder’s risk and expense and neither the City nor its Financial Advisor shall have any liability with respect thereto. Each qualified prospective bidder shall be solely responsible to make the necessary arrangements to access PARITY for purposes of submitting its bid in a timely manner and in compliance with the requirements of the Official Notice of Sale and Instructions to Bidders. Neither the City nor PARITY shall have any duty or obligation to undertake such registration to bid for any prospective bidder or to provide or assure 1 such access to any qualified prospective bidder. Furthermore, neither the City nor PARITY shall be responsible for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by PARITY. The City is using PARITY as a communications medium and PARITY is not acting as the City’s agent. The City is not bound by any advice or determination of PARITY as to whether any bid complies with the terms of the Official Notice of Sale or Instructions to Bidders. MATURITY SCHEDULE The 2016 Bonds in the principal amount of $8,180,000 are to be dated June 1, 2016, and will be due serially on June 1 in each of the years and in the principal amounts as follows: Due June 1 Amount Due June 1 Amount 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 $430,000 $430,000 $430,000 $430,000 $430,000 $430,000 $430,000 $430,000 $430,000 $430,000 2028 2029 2030 2031 2032 2033 2034 2035 2036 $430,000 $430,000 $430,000 $430,000 $430,000 $430,000 $430,000 $430,000 $440,000 PAYMENT OF INTEREST Interest will be payable semi-annually on each June 1 and December 1, commencing June 1, 2017. PLACE OF PAYMENT Agent"). Principal and interest on the Bonds will be payable at BancFirst, Oklahoma City, Oklahoma (the "Registrar/Paying BOOK ENTRY ONLY The Bonds will be issued by means of a book-entry-only system with no physical delivery of bond certificates made to the public. One bond certificate for each maturity will be issued to the Depository Trust Company ("DTC") or its nominee, CEDE & Co., and immobilized in its custody. The book-entry-only system will evidence ownership of the Bonds in the principal amount of $1,000 or multiples thereof, with transfer of ownership effected on the records of DTC and its participants pursuant to rules and procedures of DTC and its participants. Bond certificates registered in the name of CEDE & Co. will be deposited with DTC. Interest, principal, and redemption premium (if any) will be payable to DTC or its nominee as registered owner of the Bonds. Transfer of principal, interest, and redemption premium (if any) to participants of DTC will be the responsibility of DTC and transfer of principal, interest, and redemption premium (if any) to beneficial owners of the Bonds by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The City will not be responsible or liable for such transfers of payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants or persons acting through such participants. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may also determine to discharge DTC from its duties by giving notice to DTC. In either situation, the City may attempt to locate another qualified securities depository. If the City fails to locate another qualified securities depository to replace DTC or if the City determines that it is in the best interest of the City or that the interests of the beneficial owner might be adversely affected if the book-entry-only system of transfer is continued (the City undertakes no obligation to make any investigation to determine the occurrence of any events that would permit it to make such determination), the City will deliver definitive Bonds to each beneficial owner, or its nominee, as provided in the resolution pursuant to which the Bonds are issued. 2 PURPOSE The 2016 Bonds are being issued pursuant to an election held April 5, 2016, at which the qualified electors of the City approved an aggregate amount of $8,180,000 in general obligation bonds for the purposes of constructing, furnishing and equipping a new public library on the existing public library site, within the City, to be owned exclusively by the City. TERMS OF REDEMPTION The 2016 Bonds are not subject to redemption prior to maturity. TYPES OF BIDS AND INTEREST RATES The Bonds will be sold in one block, all or none, and no bid of less than par and accrued interest will be considered. The premium bid, if any, shall not exceed $163,600.00 (2% of the par amount). Bidders must specify the rate or rates of interest the Bonds will bear. However, no interest rate in excess of ten percent (10%) will be considered. Bidders shall specify the rate or rates of interest in multiples of one-eighth (1/8) or one-twentieth (1/20) of one percent per annum. Bidders are not restricted as to the number of rates that may be named, provided that the same rate shall be specified for all bonds of the same maturity AND PROVIDED THE MAXIMUM SPREAD BETWEEN THE HIGHEST AND LOWEST RATE SHALL NOT EXCEED 3%. BASIS FOR AWARD The Bonds shall be sold to the bidder bidding the lowest true interest cost (TIC) the Bonds shall bear, and agreeing to pay par and accrued interest for the Bonds. For the purpose of awarding the Bonds, the lowest true interest cost will be determined by doubling the semi-annual interest rate necessary to discount the debt service on the Bonds and deducting therefrom the premium bid, if any, to the price bid for the Bonds. The date from which the annual true interest cost will be calculated is June 1, 2016. The Bonds, if sold, will be awarded to the bidder whose bid, on the basis of the above computation, produces the lowest true interest cost to the City. THE CITY RESERVES THE RIGHT TO REJECT ALL BIDS AND TO WAIVE ANY MINOR IRREGULARITIES. GOOD FAITH DEPOSIT Each bid must be accompanied by a Good Faith Deposit (“Deposit”) in the form of a Wire Transfer, Certified or Cashier's Check or a Financial Surety Bond made payable to "City of Bethany, Oklahoma” in the amount of two percent (2%) of the par value of the Bonds, or $163,600. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Oklahoma, and such bond must be submitted to the City or the Financial Advisor prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. The Deposit of the successful bidder will be retained by the City to assure performance of the contract on the part of said bidder. If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then that purchaser (“Purchaser”) is required to submit their Deposit to the City in the form of a wire transfer not later than 3:30 P.M., Central Time, on the next business day following the award, in accordance with wiring instructions provide by the City or Financial Advisor. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. If a wire transfer is used, the wire transfer along with confirmation of the wire transfer must be received by the City no later than the time of the sale. Please contact Municipal Finance Services for the City's Good Faith Deposit wiring instructions if you intend to wire your good faith deposit. The City intends to wire back the Deposit of the losing bidders on the same day or as soon as possible after the bid deadline. The Deposit of the successful bidder will be retained by the City to assure performance of the contract on the part of said bidder. The Deposit of the successful bidder will be retained by the City to assure performance of the contract on the part of said bidder. In the event said bidder should fail or refuse to take up and pay for the Bonds in accordance with his bid, then said check will be cashed as full liquidated damages. Otherwise, said check will be returned to the Purchaser upon payment for the Bonds, or credited to the purchase price. No interest will be allowed on said check. Checks of unsuccessful bidders will be promptly returned. 3 RATINGS Certain information has been submitted to Standard & Poor's Corporation to obtain a rating on the Bonds. The City will pay any fees charged by the rating agencies for such ratings. BOND INSURANCE No information has been submitted to qualify the Bonds for bond insurance. PRINTED BONDS The printing of the Bonds and a complete transcript of the legal proceedings had in connection with the issuance of the Bonds will be furnished to the Purchaser at no expense. LEGAL OPINION Bids may be submitted subject to the opinion of the Attorney General of the State of Oklahoma, and the approving opinion of a recognized bond attorney which shall be designated by the Purchaser, the fee of which shall be paid by the Purchaser. QUALIFIED TAX EXEMPT OBLIGATIONS The City anticipates 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")], which will be issued by the City during calendar year 2016 will not exceed $10,000,000, and will covenant and agree by resolution at the time of sale that, as a material inducement and consideration to the purchase of its Bonds by the successful bidder, it will not, during calendar year 2016, issue "qualified tax-exempt obligations" as defined in Section 265(b)(3)(B) of the Code in an aggregate amount exceeding $10,000,000 in order that the Purchaser of the Bonds may avail itself of the exception contained in Section 265(b)(3)(B) of the Code with respect to interest incurred by Financial Institutions (as that term is defined in the Code) to carry tax-exempt bonds. STATE OF OKLAHOMA TAX EXEMPTION Pursuant to Title 68, Oklahoma Statutes Supplement 2011, Section 2358.5, interest on the bonds is exempt from Oklahoma income taxation. THE OFFICIAL STATEMENT AND COMPLIANCE WITH SEC RULE 15C2-12 The City has prepared the accompanying Official Statement, and for the limited purpose of complying with SEC Rule 15c2-12, deems such Official Statement to be "near final" as of its date within the meaning of such Rule for the purpose of review prior to bidding. The City will furnish to the Purchaser, within seven (7) business days from the sale date, a maximum of forty (40) copies of the Official Statement including a like number of copies of a supplement reflecting interest rates and other terms relating to the initial reoffering of the Bonds. The cost of any Official Statement and Supplement in excess of the number specified shall be prepared and distributed at the cost of the Purchaser. The Purchaser shall be responsible for providing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of the next business day after the sale. Except as noted above, the City assumes no responsibility or obligation for the distribution or delivery of any copies of the Official Statement in connection with the offering or reoffering of the Bonds. CONTINUING DISCLOSURE In order to assist bidders in complying with S.E.C. Rule 15c2-12(b)(5), the City will undertake, pursuant to the Bond Ordinance and a Continuing Disclosure Agreement, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement. Such Continuing Disclosure Agreement will be a document required to be delivered at closing by the City. 4 NO-LITIGATION CERTIFICATE At the time of the delivery of the Bonds, the City will execute and furnish the Purchaser with a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain or enjoin the issuance or delivery of the Bonds, or affecting the provisions made for their payment or security, or in any manner questioning the validity of the Bonds. CUSIP NUMBERS It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print the numbers nor any error with respect thereto shall constitute cause for refusal by the Purchaser to accept delivery of the Bonds. All expenses in relation to the printing of the CUSIP Service Bureau numbers shall be paid for by the City except that the CUSIP Service Bureau charge for the assignment of numbers shall be the responsibility of and paid for by the Purchaser. DELIVERY Delivery of the Bonds shall be made at the expense of the Purchaser in New York, New York, through the Depository Trust Company (DTC) against payment in good funds of the agreed upon purchase price. Delivery of the Bonds to the Purchaser is anticipated on or about June 29, 2016. ADDITIONAL INFORMATION MAY BE OBTAINED FROM THE FINANCIAL ADVISOR OF THE CITY: MUNICIPAL FINANCE SERVICES, INC. P.O. BOX 747 EDMOND, OKLAHOMA 73083-0747 (405) 340-1727 (405) 340-3607 FAX OR: STEVE HARZMAN, ACTING CITY MANAGER CITY OF BETHANY 6700 N.W. 36th STREET BETHANY, OKLAHOMA 73008 (405) 789-2146 (405) 787-5467 FAX 5 INSTRUCTIONS TO SUBMIT A BID ELECTRONICALLY VIA BIDCOMP/PARITY COMPETITIVE BIDDING SYSTEM You must be a contracted customer of the BidComp/Parity Competitive Bidding System. If you do not have a contract with BidComp/Parity, call 212/849-5021 to become a customer In BidComp, select City of Bethany, Oklahoma, General Obligation Bonds, Series 2016 sale among the list of current sales. Go on the Maturity screen. Keep notice of the time clock and be sure to read all bid specifications in BidComp. Upon clicking the Final Bid button, the bidder will see a message box in BidComp that states: “Do you want to submit this bid to Parity? By submitting this bid electronically via Parity, you represent and warrant that this bid for the purchase of the Bonds is submitted by the representative who is duly authorized to bind the bidder to a legal, valid and enforceable contract for the purchase of the Bonds. The Instructions to Bidders is incorporated herein by reference.” Answering this question in the affirmative submits the bidder’s bid and commits the bidder to the purchase of the Bonds if the bidder’s bid is determined by the City to be the winning bid. If, during bid calculation, BidComp warns you that your current bid violates the bid parameters, please consult the Instructions to Bidders for a description of the bid parameters and make any necessary changes to your bid. The BidComp system will submit bids which violate the bid parameters, but the City will not consider any bids that do not comply with the parameters set out in the Instructions to Bidders. You may now choose to proceed with the submission of the bid or choose to cancel the submission. If you encounter problems or have any questions about the use of the BidComp and/or Parity systems, contact BidComp/Parity at 212/849-5021. NOTE: THESE INTERNET INSTRUCTIONS ARE NOT PART OF THE NOTICE OF SALE OR INSTRUCTIONS TO BIDDERS. THE USE OF BIDCOMP/PARITY ELECTRONIC BIDDING SHALL BE AT THE BIDDER’S RISK AND EXPENSE AND THE CITY SHALL HAVE NO LIABILITY WITH RESPECT THERETO. SEE THE INSTRUCTIONS TO BIDDERS. 6 OFFICIAL BID FORM Mayor and City Council City of Bethany Bethany, Oklahoma May 17, 2016 11:00 A.M. Central Time For your issue of General Obligation Bonds, Series 2016 dated June 1, 2016, in the amount of $8,180,000 with principal and semi-annual interest payable by check or draft mailed to the registered owner of each such 2016 Bond at the address of such owner shown on the Registration Books to be maintained by BancFirst, Oklahoma City, Oklahoma, as Registrar/Paying Agent, we hereby agree to pay you therefore a price of par and accrued interest, plus a total premium of (not to exceed $163,600) for the Bonds bearing interest and maturing as follows: $430,000 due 6-1-2018 @ _______% $430,000 due 6-1-2028 @ _______% $430,000 due 6-1-2019 @ _______% $430,000 due 6-1-2029 @ _______% $430,000 due 6-1-2020 @ _______% $430,000 due 6-1-2030 @ _______% $430,000 due 6-1-2021 @ _______% $430,000 due 6-1-2031 @ _______% $430,000 due 6-1-2022 @ _______% $430,000 due 6-1-2032 @ _______% $430,000 due 6-1-2023 @ _______% $430,000 due 6-1-2033 @ _______% $430,000 due 6-1-2024 @ _______% $430,000 due 6-1-2034 @ _______% $430,000 due 6-1-2025 @ _______% $430,000 due 6-1-2035 @ _______% $430,000 due 6-1-2026 @ _______% $440,000 due 6-1-2036 @ _______% $430,000 due 6-1-2027 @ _______% Note: Maximum spread between highest and lowest rate is 3% Payment therefore in accordance herewith will be made within five days (5) after their tender to us free and clear of any bank charges or delivery expenses at the Registrar/Paying Agent, under the following stipulations: (1) that said 2016 Bonds are to be in the hands of the Attorney General for examination within thirty (30) days from this date without litigation pending; (2) that within ten (10) days after the approval of said Bonds by the Attorney General, we are to be furnished with a complete certified transcript of proceedings covering said Bonds; (3) that the Bonds shall be tendered to us for payment within thirty-five (35) days after their approval by the Attorney General, which shall not exceed seventy (70) days from this date; (4) if, prior to the delivery of the Bonds, the income received from the Bonds of the same type and character shall become subject to Federal taxation by ruling, decision, or law, we may, at our election, be relieved of our obligation under this contract and in such case the deposit will be returned; (5) after the expiration of the thirty-day statutory contest period, we are to be furnished with such additional showings as may be necessary to establish legality, legal delivery, and freedom from litigation, all to the satisfaction of , Bond Counsel, at our expense. The Issuer will undertake, pursuant to the Ordinance authorizing the issuance of the Bonds and a Continuing Disclosure Certificate, to provide annual reports and notices of certain events to enable the Purchaser to comply with SEC Rule 15c2-12(b)(5). A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement. We attach hereto Certified or Cashier's Check, confirmation of a wire transfer or surety bond made payable to "City of Bethany, Oklahoma" in the sum of $163,600 to be held by you and to be forfeited to you as full liquidated damages in the event we fail or refuse to comply with this agreement; said check, wire transfer or bond to be returned to us (a) immediately if this proposal be rejected or (b) seventy (70) days from this date, if demanded by us, in the event you are unable to comply with the provisions hereof. This proposal is made for immediate acceptance or rejection. Respectfully submitted, By At a legal meeting held on the date first above written, the above proposal was considered and upon motion regularly made, seconded and carried, was accepted and the Bonds sold, awarded and ordered delivered in compliance with the terms and conditions thereof. Receipt is acknowledged of the good faith deposit above set out. WITNESS our official hand and seal the date first above written. (SEAL) Mayor ATTEST: City Clerk INFORMATION ONLY True Interest Cost: % Gross Interest Cost: $ _____________________________ Less Premium, if any: $ _____________________________ Net Interest Cost: $ _____________________________ This Preliminary Official Statement and the information contained herein are subject to completion and amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the laws of such jurisdiction. PRELIMINARY OFFICIAL STATEMENT DATED May 3, 2016 NEW ISSUE – Book Entry Only BANK QUALIFIED OBLIGATIONS RATINGS: Oklahoma #1 Standard & Poor’s: (Applied For) In the opinion of Bond Counsel, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. Furthermore, in the opinion of Bond Counsel, under present law, interest on the Bonds is exempt from Oklahoma income taxation. The Bonds will be designated by the City as "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. See "TAX MATTERS" herein. $8,180,000 CITY OF BETHANY, OKLAHOMA GENERAL OBLIGATION BONDS, SERIES 2016 DATED: June 1, 2016 DUE: June, as shown below The 2016 Bonds will be issued, in fully registered form and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. Purchases of the 2016 Bonds will be made in book-entry form only, through brokers and dealers who are, or who act through DTC participants. Purchases of the 2016 Bonds may be made in the denomination of $1,000 or multiples thereof. Beneficial owners of the Bonds will not receive physical delivery of Bond certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Bonds. So long as DTC or its nominee is the registered owner of the Bonds, payment of the principal of, and premium, if any, on the Bonds will be made by BancFirst, Oklahoma City, Oklahoma, as initial Paying Agent/Registrar (the " Paying Agent"), directly to DTC or its nominee. Interest on the Bonds is payable June 1 and December 1, commencing June 1, 2017. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of DTC participants. (See "DESCRIPTION OF THE BONDS--Book-Entry System" herein.) The 2016 Bonds are subject to redemption prior to maturity. (See "DESCRIPTION OF THE BONDS—Redemption Provisions" herein.) The 2016 Bonds constitute a direct and general obligation of the City of Bethany, Oklahoma, payable as to principal and interest from ad valorem taxes which may be levied WITHOUT LIMITATION AS TO RATE OR AMOUNT on all taxable property within the City, excepting homestead exemptions, as prescribed in Article X, Section 27, of the Constitution of the State of Oklahoma. The 2016 Bonds are to be issued pursuant to an election held April 5, 2016, at which the qualified electors of the City approved an aggregate amount of $8,180,000 in general obligation bonds for library improvements. Proceeds from the 2016 Bonds will be utilized for the purpose of constructing, furnishing and equipping a new public library on the existing public library site, within the City, to be owned exclusively by the City. See "DESCRIPTION OF THE BONDS-Purpose of the Bonds" herein. MATURITY SCHEDULE – see inside cover The 2016 Bonds are offered when, as and if issued and received by the original purchaser thereof, subject to prior sale, to withdrawal or modifications of the offer without any notice, and to the approval of legality of the 2016 Bonds by the Attorney General of the State of Oklahoma and ________________, _________, Oklahoma, Bond Counsel. It is expected that the 2016 Bonds will be available for delivery to the original purchaser on or about June 29, 2016. FINANCIAL ADVISOR MUNICIPAL FINANCE SERVICES, INC. Edmond, Oklahoma Official Statement dated ______________. Interest rates, reoffering yields or prices and ratings will be set forth in the Final Official Statement described herein. (THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.) MATURITY SCHEDULE $8,180,000 CITY OF BETHANY GENERAL OBLIGATION BONDS, SERIES 2016 Due June 1 Principal Amount 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 $430,000 430,000 430,000 430,000 430,000 430,000 430,000 430,000 430,000 430,000 Interest Rate Yield/ Price CUSIP* Due June 1 Principal Amount 2028 2029 2030 2031 2032 2033 2034 2035 2036 $430,000 430,000 430,000 430,000 430,000 430,000 430,000 430,000 440,000 Interest Rate Yield/ Price CUSIP* * CUSIP is a registered trademark of the American Bankers Association. CUSIP numbers have been assigned to the issue by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC, on behalf of the American Bankers Association, and are included solely for the convenience of the Owners of the Bonds. Neither the City nor the Underwriter shall be responsible for the selection or correctness of the CUSIP numbers set forth above. 2 The Bonds are offered only by means of this Official Statement. This Official Statement does not constitute an offering of any security other than the Bonds specifically offered hereby. This Official Statement does not constitute an offer to sell or a solicitation for an offer to buy the Bonds in any state or jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale, and no dealer, broker, salesman or other person has been authorized to make such unlawful offer, solicitation or sale. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Bonds and if given or made, such other information or representatives must not be relied upon. In governmental matters with respect to any filing or use of "prospectus" in any state or jurisdiction, this Official Statement may be deemed to be such a prospectus. The Bonds are not registered under the United States Securities Act of 1933, as amended, pursuant to an exemption under Section 3(a) of that Act. Furthermore, the City and the Purchaser of the Bonds do not intend to list the Bonds on any stock or other securities exchange. The U.S. Securities and Exchange Commission has not passed upon the accuracy or adequacy of this Official Statement. Any statements contained in this Official Statement, including the Exhibits hereto, involving matters of opinion, estimates or projections, whether or not expressly so stated, are intended as such and not as representations of fact. The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. Such information is subject to change and/or correction without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall create any implication that the information contained herein is complete or accurate in its entirety as of any date after the date hereof. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. For purposes of compliance with Rule 15c2-12(b)(1) of the Securities and Exchange Commission, this Preliminary Official Statement is deemed final as of the date hereof; however, it is subject to revision, amendment and completion as a Final Official Statement. TABLE OF CONTENTS ECONOMIC AND DEMOGRAPHIC INFORMATION ................ 15 Population ............................................................................. 15 Population by Age................................................................. 16 Per Capita Income ................................................................. 16 Employment Data ................................................................. 16 Sales Tax Collections ............................................................ 17 Building Permits ................................................................... 18 CITY OFFICIALS AND OTHERS ................................................... ii SUMMARY STATEMENT..............................................................iii INTRODUCTION.............................................................................. 1 DESCRIPTION OF THE BONDS ..................................................... 1 The Bonds ............................................................................... 1 Redemption Provisions ........................................................... 1 Book-Entry System ................................................................. 1 Interest Computation ............................................................... 4 Record Date ............................................................................ 4 Authorization of the Bonds ..................................................... 4 Purpose of the Bonds .............................................................. 4 Security for the Bonds............................................................. 4 Tax Levy Collection Process .................................................. 4 RATINGS ........................................................................................ 18 TAX MATTERS .............................................................................. 18 Opinion of Bond Counsel ..................................................... 18 State of Oklahoma Tax Exemption ....................................... 19 Financial Institutions ............................................................. 19 Certain Ongoing Federal Tax Requirements and Covenants ..................................................................... 19 Certain Collateral Federal Tax Requirements ....................... 19 Original Issue Discount ......................................................... 19 Bond Premium ...................................................................... 20 Information Reporting and Backup Withholding .................. 20 Miscellaneous ....................................................................... 20 CITY OF BETHANY ........................................................................ 6 General .................................................................................... 6 Major Area Employers ............................................................ 7 Municipal Services.................................................................. 7 FINANCIAL INFORMATION.......................................................... 8 Financial Management and Control ........................................ 8 Governmental Fund Types ...................................................... 8 Proprietary Fund Types ........................................................... 8 Fiduciary Fund Types ............................................................. 8 General Fund Highlights ........................................................ 9 Net Assessed Valuation ........................................................ 10 Largest Ad Valorem Taxpayers ............................................ 12 Levy History ......................................................................... 12 Sinking Fund Tax Collection History ................................... 13 UNDERWRITING ........................................................................... 21 FINANCIAL STATEMENTS ......................................................... 21 FINANCIAL ADVISOR.................................................................. 21 CLOSING DOCUMENTS ............................................................... 21 CERTIFICATIONS ......................................................................... 21 PRELIMINARY OFFICIAL STATEMENT DEEMED FINAL ............................................................................ 21 INDEBTEDNESS ............................................................................ 13 Payment Record .................................................................... 13 Existing Indebtedness ........................................................... 13 Estimated Levy Requirements .............................................. 14 Statement of Indebtedness..................................................... 14 Net Direct, Underlying and Overlapping Indebtedness.......................................................................... 14 City Related Indebtedness ..................................................... 15 Authorized But Unissued Bonds ........................................... 15 CONTINUING DISCLOSURE ....................................................... 22 LEGAL MATTERS ......................................................................... 22 ABSENCE OF MATERIAL LITIGATION .................................... 22 MISCELLANEOUS ........................................................................ 22 EXHIBITS A Excerpts from Independent Auditor’s Report and Financial Statements For The Fiscal Year Ended June 30, 2015 B i Summary of Continuing Disclosure Certificate CITY OF BETHANY, OKLAHOMA MAYOR AND CITY COUNCIL Name Position Mr. Bryan Taylor Mr. Jeff Knapp Mr. Randy Luinstra Mr. Curtis Moore Dr. Arlita Harris Ms. Kathi Holloway Ms. Kathy Larsen Mr. John Herren Mr. Phill Shirley Mayor Vice-Mayor Councilmember Councilmember Councilmember Councilmember Councilmember Councilmember Councilmember ADMINISTRATION Name Position Mr. Steve Harzman Mr. Jon Robinson David A. Davis, Esq. Acting City Manager Finance Director/City Clerk/Treasurer City Attorney FINANCIAL ADVISOR Municipal Finance Services, Inc. Edmond, Oklahoma ii SUMMARY STATEMENT The following information is furnished solely to provide limited introductory information regarding the City of Bethany, Oklahoma, (the "City") $8,180,000 General Obligation Bonds, Series 2016 (the "2016 Bonds" or the "Bonds"), and does not purport to be comprehensive. All such information is qualified in its entirety by reference to the more detailed descriptions appearing in this Official Statement. Issuer: City of Bethany, Oklahoma Security: The Bonds constitute direct and general obligations of the City, payable as to principal and interest from ad valorem taxes which may be levied WITHOUT LIMITATION AS TO RATE OR AMOUNT on all taxable property within the City, excepting homestead exemptions, as prescribed in Article X, Section 27, of the Constitution of the State of Oklahoma. Purposes: The 2016 Bonds are to be issued pursuant to an election held April 5, 2016, at which the qualified electors of the City approved an aggregate amount of $8,180,000 in general obligation bonds for constructing, furnishing and equipping of a new public library on the existing public library site, within said City, to be owned exclusively by the City. Proceeds from the 2016 Bonds will be utilized for constructing the new public library. See "PURPOSE OF THE BONDS" herein. Redemption Provisions: The 2016 Bonds are subject to optional redemption prior to maturity at the option of the City on any date on or after June 1, 2026, at par plus accrued interest to the date of redemption upon thirty (30) days’ notice as provided herein. Denominations: $1,000 or multiples thereof. Record Date: The close of business on the fifteenth (15th) day preceding any interest payment date. Principal Payments: Annually commencing June 1, 2018, by check, draft or wire of the PayingAgent to the owner as of the record date. Interest Payments: Semi-annually on June 1 and December 1, commencing June 1, 2017, by check, draft or wire of the Paying Agent to the owner as of the record date. Tax Matters: In the opinion of _______________________,_________, Oklahoma, Bond Counsel, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. Furthermore, in the opinion of Bond Counsel, interest on the Bonds is exempt from Oklahoma income taxation. The Bonds will be designated by the City as "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. See "TAX MATTERS" herein. iii Legal Matters: Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of the Attorney General of the State of Oklahoma and ______________________________, ________, Oklahoma, Bond Counsel. Authority for Issuance: The Bonds are issued under the provisions of Article X, Section 27, of the Constitution of the State of Oklahoma, as amended, and laws of the State of Oklahoma supplementary thereto, including without limitation, Title 62, Oklahoma Statutes 2011, Sections 353 and 354, as amended. The Bonds were authorized at an election on April 5, 2016. Conditions Affecting Issuance of the Bonds: The Bonds are offered when, as and if issued, subject to the approving certificate of the Attorney General of the State of Oklahoma and the legal opinion of __________________________, _______________, Oklahoma, Bond Counsel. Delivery: Expected on or about June 29, 2016, in New York, New York, through the Depository Trust Company (DTC), payable in immediately available funds. No Other Representations: No dealer, broker, salesman or other person has been authorized by the City, the Financial Advisor or the Purchaser to give any information or to make any representations other than those contained in this Preliminary Official Statement or the final Official Statement and, if given or made, such information and representations must not be relied upon as having been authorized by the City or the Financial Advisor. Limitations on Offering or Reoffering Securities: No Litigation: Neither this Preliminary Official Statement nor the final Official Statement constitutes an offer to sell or solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. There is no litigation now pending or, to the knowledge of City officials, threatened, which questions the validity of the Bonds or of any proceedings of the City taken with respect to the issuance or sale thereof. The Official Statement is in a form deemed final as of its date for purposes of Securities and Exchange Commission rule 15c2-12 (the "Rule"), but is subject to minor revision or amendment in accordance with the Rule. Not later than seven business days following the award of the Bonds, the Issuer shall provide copies of the Final Official Statement, as that term is used in the Rule, to the Purchaser of the Bonds. The Purchaser will be supplied with Final Official Statements in a quantity sufficient to meet its request. Up to 40 copies of the Final Official Statement will be furnished without cost. Questions regarding the Bonds or the Official Statement can be directed to and additional copies of the Official Statement and the City's audited financial reports may be obtained from Municipal Finance Services, Inc., 3933 E. Covell Rd., Edmond, Oklahoma 73034-6909, (405/340-1727), the City's Financial Advisor, or Jon Robinson, Finance Director/City Clerk/Treasurer, City of Bethany, P.O. Box 219, Bethany, Oklahoma 73008-0219 or 6700 N.W. 36th Street, Bethany, Oklahoma 73008-3311, (405/789-2146). iv OFFICIAL STATEMENT relating to $8,180,000 CITY OF BETHANY, OKLAHOMA GENERAL OBLIGATION BONDS, SERIES 2016 INTRODUCTION This Official Statement, including the cover page and Exhibits hereto, is being provided by the City of Bethany, Oklahoma (the "City"), in connection with the issuance of its $8,180,000 General Obligation Bonds, Series 2016, dated June 1, 2016 (the "2016 Bonds" or the "Bonds"). The Bonds are issued pursuant to the provisions of and in full compliance with the Constitution and Laws of the State of Oklahoma, particularly Article X, Section 27, of the Constitution of Oklahoma and Title 62, Oklahoma Statutes 2011, Sections 353 and 354, as amended. The 2016 Bonds are to be issued pursuant to an election held April 5, 2016, at which the qualified electors of the City approved the aggregate amount of $8,180,000 in general obligation bonds for library improvements. The 2016 Bonds will be utilized for constructing, furnishing and equipping of a new public library on the existing public library site, within said City, to be owned exclusively by the City. DESCRIPTION OF THE BONDS The Bonds The Bonds are dated June 1, 2016, and are issuable in fully registered form without coupons in denominations of $1,000 or multiples thereof. The Bonds will mature June 1 of the year and in the principal amounts and interest rates shown on the cover page of this Official Statement. Interest is payable June 1 and December 1 of each year, commencing June 1, 2017, by check, wire or draft mailed to the registered holders of thereof. Principal and premium, if any, on the Bonds is payable at the principal corporate office of the Paying Agent. Redemption Provisions The 2016 Bonds maturing in the years 2018 to 2036, inclusive, shall not be subject to redemption prior to maturity. Bonds maturing in the years 2027 and thereafter shall be subject to redemption at the option of the City Council, in whole or in part, on any date, but upon thirty (30) days’ notice, on or after June 1, 2026 at a price of par plus accrued interest on the principal amount called for redemption to the date fixed for redemption. In the event any of the Bonds or portions thereof (which shall be $1,000 or multiples thereof) are called for redemption as aforesaid, notice thereof identifying the Bonds or portions thereof to be redeemed will be given by the Paying Agent-Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. All Bonds so called for redemption will cease to bear interest after the specified redemption date provided funds for their redemption are on deposit at the place of payment at that time. Book-Entry System The following description of the procedures and record-keeping with respect to beneficial ownership interests in the Bonds, payment of principal of, and premium, if any, and interest and other payments with respect to the Bonds to Direct Participants (as defined below) or Beneficial Owners (as defined below), confirmation and transfer of beneficial ownership interests in such Bonds and other related transactions by and among DTC, the Direct Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the Direct Participants nor the Beneficial Owners should rely on the following information with respect to such matters, but should instead confirm the same with DTC or the Direct Participants, as the case may be. Information concerning DTC and the Book-Entry Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriter, the Issuer or the Participants. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds (the "Bonds"). The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized officer of DTC. One fully-registered bond certificate will be issued for each maturity of each series of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC at the office of the Paying Agent on behalf of DTC utilizing the DTC FAST system of registration. DTC and its Participants. DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and nonU.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to DTC’s Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchase of Ownership Interests. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Notices. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. 2 Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity of a series are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of, Principal, Premium, if any, and Interest. Redemption proceeds, distribution, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Issuer or Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participants and not of DTC, Paying Agent or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or Paying Agent. Disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to any series of the Bonds at any time by giving reasonable notice to the Issuer or Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, the Bond certificates are required to be printed and delivered as described in the applicable Ordinance. The Issuer may decide to discontinue the use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. THE ISSUER, THE PARTICIPANTS AND THE PAYING AGENT CANNOT AND DO NOT GIVE ANY ASSURANCES THAT DTC WILL DISTRIBUTE TO THE DIRECT PARTICIPANTS OR THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (I) PAYMENTS OF PRINCIPAL OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS, (II) CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN BONDS OR (III) REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO., ITS NOMINEE, AS THE REGISTERED OWNER OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. NEITHER THE ISSUER, THE PARTICIPANTS NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY DIRECT PARTICIPANT, INDIRECT PARTICIPANT OR ANY PERSON CLAIMING A BENEFICIAL OWNERSHIP INTEREST IN THE BONDS UNDER OR THROUGH DTC OR ANY DIRECT PARTICIPANT, OR ANY OTHER PERSON WHO IS NOT SHOWN IN THE REGISTRATION BOOKS OF THE RESPECTIVE AGENCY KEPT BY THE APPLICABLE PAYING AGENT/REGISTRAR AS BEING A BONDHOLDER. THE ISSUER, THE PARTICIPANTS AND THE PAYING AGENT/REGISTRARS SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO (I) ANY OWNERSHIP INTEREST IN THE BONDS; (II) THE PAYMENT BY DTC TO ANY PARTICIPANT OR BY ANY DIRECT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS; (III) THE DELIVERY TO ANY PARTICIPANT OR ANY BENEFICIAL OWNER OF ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER THE APPLICABLE ORDINANCE; (IV) THE SELECTION BY DTC OR ANY PARTICIPANTS OF ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR CEDE & CO. AS BONDHOLDER. 3 SO LONG AS CEDE & CO. IS REGISTERED OWNER OF THE BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE OWNERS OR REGISTERED OWNERS OF THE BONDS SHALL MEAN CEDE & CO., AS AFORESAID, AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BONDS. Transfer Fees. For every transfer and exchange of Bonds, Owners requesting such transfer or exchange may be charged a sum sufficient to cover any tax, governmental charge or transfer fees that may be imposed in relation thereto, which charge may include transfer fees imposed by such Paying Agent/Registrar, DTC or the DTC Participant in connection with such transfers or exchanges. Use of Certain Terms in Other Sections of this Official Statement; Certain Disclaimers. In reading this Official Statement it should be understood that while the Bonds are in the book-entry-only system, references in other sections of this Official Statement to registered owners should be read to include the person for which the DTC Participant acquires an interest in the Bonds, but (i) all rights of ownership must be exercised through DTC and the book-entry-only system, and (ii) except as described above, notices that are to be given to registered owners under the applicable Ordinance will be given only to DTC. Interest Computation Interest on the Bonds will be computed on a 360-day year, 30-day month basis. Payments coming due on a non-business day will be paid the following business day. Record Date The record date ("Record Date") means the close of business on the fifteenth (15th) day preceding any interest payment date. Authorization of the Bonds The Bonds are issued pursuant to the provisions of and in full compliance with the Constitution and Laws of the State of Oklahoma, particularly Article X, Section 27, of the Constitution of the State of Oklahoma and Title 62 of the Oklahoma Statutes 2011, Sections 353 and 354, as amended, and an Ordinance of the City Council to be adopted on May 17, 2016. The Bonds were approved by the qualified electors of the City at an election held on April 5, 2016, for the purpose of constructing, furnishing and equipping of a new public library on the existing public library site, within the City, to be owned exclusively by the City. Purpose of the Bonds The 2016 Bonds will be utilized for the for constructing, furnishing and equipping of a new public library on the existing public library site, within the City, to be owned exclusively by the City. Security for the Bonds Under state laws, cities and towns in Oklahoma cannot become indebted beyond one year or for an amount in excess of the income and revenue provided in such year without authorization from the voters. Under Article X, Section 27, cities may issue obligations within an amount and for such purpose(s) only upon approval by a simple majority of the voters voting in an election. The 2016 Bonds are secured by ad valorem or property taxes levied annually Without Limitation As To Rate Or Amount to pay principal of and interest on the Bonds. Ad valorem taxes for bond payments are deposited into a sinking fund held by the City. The tax rate for sinking fund purposes is determined annually by ascertaining the actual revenue required for payment of principal and interest on indebtedness and judgments. Such total amount may then be reduced by any surplus from the prior fiscal year. A reserve for delinquent taxes is then added to the net requirements to derive the actual taxes to be levied. The City has traditionally levied a five percent delinquency. The actual levy amount is then apportioned by the total net assessed valuation to determine the appropriate tax rate for each taxpayer. Under state law, tax collections for a sinking fund cannot be placed in any fund of a City other than the sinking fund. 4 Tax Levy Collection Process Oklahoma Statutes require that each year the City makes an ad valorem tax levy for a sinking fund which shall, with cash and investments in the fund, be sufficient to pay all the bonded indebtedness, interest and one-third of all outstanding judgments coming due in the following year. After review and approval by the City Council, copies of the sinking fund estimates are submitted to the county excise board to determine the ad valorem tax levy appropriations. This submission is required to be made by August 27 of each year. The estimates are for the purposes of determining ad valorem taxes required to fund the sinking fund. The amounts contained in the Estimate of Needs are verified by the county excise board and, upon verification, the levies contained therein are ordered to be certified to the county assessor in order that the county assessor may extend said levies upon the tax rolls for the year for which the Estimate of Needs is being submitted. The county excise board further certifies that the appropriations contained in the Estimate of Needs and the millage rate levies are within the limitations provided by law. In accordance with Title 68, Oklahoma Statutes 2011, Section 3007, the County Excise Board may make adjustments to the Estimate of Needs as deemed appropriate. Cities and counties in Oklahoma are limited to a total of ten (10) mills from ad valorem taxes for operating purposes between them. Traditionally, the Oklahoma County Excise Board has not approved any millage for the City for operating purposes since the ten (10) mills have gone to Oklahoma County for its operating fund. For purposes of the general obligation bond debt service, however, there is no limitation as to the mill levy for debt issued under Section 27, Article X of the Oklahoma Constitution. State statutes make it mandatory for any unit of local government to annually provide for a tax sufficient to pay the principal and interest as they become due on any outstanding debt. If the proper officer whose duty it is to annually provide the necessary tax for debt service fails to do so, it becomes the duty of the county clerk, who serves as secretary of the county excise board. Failure by either the particular unit of government or the county clerk to levy the necessary taxes for debt service makes it the duty of the state auditor to certify the proper amount to the county treasurer who is then required to make the necessary levy. The county assessor is required to file a tax roll report on or before October 1 of each year with the county treasurer indicating the net assessed valuation for each governmental entity within the county. This report includes the assessed valuation for all real, personal and public service property (public service property assessed valuations are determined by the Oklahoma Tax Commission). The county treasurer must begin collecting taxes by November. The first half of taxes is due and payable on or before December 31. The second half becomes due and payable on or before March 31. If the first half is not paid by December 31, it all becomes due and payable on January 1. Ad valorem taxes not paid on or before April 1 are considered delinquent. Interest accrues on delinquent taxes at the rate of one and one-half percent monthly (18 percent annually) to a maximum of 100 percent of the taxes due and owing until such time as the delinquent taxes are paid. If not paid by the following October 1, the property is offered for sale for the amount of taxes due. The purchaser is issued a Certificate of Tax Lien; however, the original owner of the property has two years in which to redeem the property by paying the taxes and penalties owed. If at the end of two years the original owner has not done so, the purchaser may then apply for a deed to the property. If there is no purchaser, then the county acquires the same lien and the property is auctioned after approximately two and one-half years. [Remainder of This Page Intentionally Left Blank] 5 CITY OF BETHANY General The City of Bethany. Oklahoma (the "City") is located in Oklahoma County (the "County") and is part of the Oklahoma City Standard Metropolitan Area (SMA). The City lies adjacent to the City of Oklahoma City, the state capitol, and the City of Warr Acres, with both cities surrounding the Bethany city limits. The City encompasses approximately 5.2 square miles. According to the 2010 Census, the population of the City and County was 19,051 and 718,633, respectively. Bethany was incorporated as a town in 1910 and became a city in 1930 with 2,002 persons. Citizens adopted a Charter in 1953 under which a Council-Manager form of government was established. The City Manager is responsible for the day-to-day operations of all City functions. One of the key attractions of the City is Southern Nazarene University (formerly Bethany Nazarene College) established in 1899 as a private institution. Southern Nazarene University (SNU) offers a nationally recognized higher education program to approximately 2,256 students representing 31 states and 34 countries. SNU is the oldest liberal arts granting institution in the metropolitan area. It also serves as one of the City’s largest employers with 640 employees. The major public school systems in the City is Independent School District No. 1 Oklahoma County, Oklahoma (Putnam City Public Schools) and Independent School District No. 88 of Oklahoma County, Oklahoma, also known as the Bethany Public School District. Putnam City Schools represents 84 percent of the City’s valuation with Bethany Schools encompassing 16%. Bethany lies adjacent to Wiley Post Airport, the second largest airport facility under control of the Oklahoma City Airport Trust. Wiley Post functions as a reliever airport for operations at Will Rogers World Airport and maintains approximately 450 fixed based aircraft, including commercial planes and helicopters. Medical facilities available to the community include the Integris Bethany Hospital, with a staff of 229 persons and 82 licensed beds. The Bethany Behavioral Health hospital opened in February 2016 in what used to be Deaconess at Bethany and is a 57 bed psychiatric hospital. Also located in Bethany is The Children’s Center Rehabilitation Hospital, which offers wide range of medical services and rehabilitative care and social services to children In Fiscal Year 2015/2016, the City budgeted approximately 144 full-time employees in various departments and divisions. Employees by department are shown below: Administration, Accounting and Finance, Treasury and Legal Police Fire Community Development Public Works Utility Operations Streets Parks, Recreation, Golf, Library and Museum Fleet Maintenance Engineering TOTAL 18.00 45.00 24.00 5.00 36.00 6.00 8.00 1.00 1.00 144.00 The legislative and policy-making body consists of a nine-member City Council, elected by wards with two year, concurrent terms. The Mayor is elected within the Council membership. The City Manager is responsible for the day-to-day operations of City government. 6 Bethany Area Major Employers NAME OF EMPLOYER TYPE OF BUSINESS NO. OF EMPLOYEES Putnam City Schools Southern Nazarene University The Children’s Center Rehabilitation Center Bethany Public Schools Southwestern Christian University Bethany First Nazarene Church City of Bethany CashSaver Grocery Bethany Behavioral Health Public School System Private University Rehabilitation Hospital Public School System Private University Church Government Grocer Private Hospital 650 640 553 200 195 135 130 115 28 Source: Northwest Oklahoma City Chamber Municipal Services The City provides basic services affecting all its residents including but not limited to police and fire protection, parks, streets, water, sewer and refuse collection. Water System. The City provides municipal water, sewer and sanitation services to approximately 7,208 customers. Water and sewer services are accounted for through The Bethany Public Works Authority. The City also jointly owns with the City of Warr Acres the Bethany Warr Acres Public Works Authority which processes sewer effluent for the cities. The primary sources of water for the City are 26 ground water wells located both within the city limits and outside the City. A water treatment plant built in 1962 treats ground water for softening purposes prior to distribution. The City billed approximately 6,911 accounts monthly for water service during 2015. The capacity of the plant is five 8.4 million gallons per day (mgd) with average daily consumption of 1.68 mgd in 2015 and peak usage of 2.4 mgd. Storage is provided by four towers with a combined capacity of 4.5 million gallons Sewer System. The sewer system of the City consists of approximately 99.38 miles of collection lines. Approximately 6,863 customers are served by the City's sewer system. Solid Waste System. Sanitation services are provided by City employees and equipment. All residents and businesses are required to use this service. Residential pick-up is twice weekly with commercial customers served as needed. The City does not own a landfill and hauls all solid waste to landfills outside the city. There are 6,829 accounts billed monthly for sanitation services. Other Utilities. Electrical power is supplied by Oklahoma Gas & Electric (OG&E). OG&E is a major investorowned utility service. Natural gas is provided by Oklahoma Natural Gas Company (ONG). Southwestern Bell Telephone provides telephone service to the City. 7 FINANCIAL INFORMATION Financial Management and Control The accounting and reporting policies of the City of Bethany relating to the fund types included in the financial statements conform to generally accepted accounting principles. Generally accepted accounting principles for municipalities are defined as those principles established by the Governmental Accounting Standards Board (GASB). Governmental Fund Types General Fund. The General Fund is the primary operating fund of the City that accounts for all financial transactions not accounted for in other funds and certain Public Trust activities that require separate accountability for services rendered. Special Revenue Funds. Special Revenue Funds are used to account for the proceeds of specific revenue sources that are normally restricted to expenditures for specified purposes. Debt Service Funds. As prescribed by State law, the Debt Service Funds receive monies for the retirement of general obligation bonded debt and court-assessed judgments. Such revenues are used for the payment of principal and interest on the City’s general obligation bonds and judgments which are recorded in the General Long-Term Debt Account Group. Capital Projects Funds. The Capital Project Funds account for major capital improvements that are financed from the City’s general obligation bond proceeds, federal and state grants and other specific receipts. Proprietary Fund Types Enterprise Funds. The City’s Enterprise Funds are used to account for the operations that are financed and operated in a manner similar to private business enterprises – where the intent of the governing body is that costs of providing goods or services to the general public on a continuing basis be financed or recovered primarily through user charges. The City operates four enterprise funds that are set up to account for enterprise activities, including water, wastewater and sewer, sanitation and golf course operations. Internal Service Funds. Internal Service Funds account for the financing of services provided by one department to other departments of the City. The City operates four internal service funds that are set up to account for the activities of workers compensation, employee health insurance, auto collision insurance and stabilization reserve. Fiduciary Fund Types Trust and Agency Funds. Trust and Agency Funds are used to account for assets held by the City in a trustee capacity or as an agent for individuals, private organizations, and other governmental funds, including Expendable Trust Funds. Expendable Trust Funds are accounted for in essentially the same manner as governmental funds. Agency Funds are custodial in nature (assets equal liabilities) and do not involve measurement of results of operations. The City, however, has only expendable trust and agency funds. 8 General Fund Highlights Revenues and expenditures for the City’s General Fund as presented in the City’s audited financial statements for Fiscal Years 2011 through 2015: For Fiscal Year Ending June 30 REVENUES 2011 Taxes Licenses & Permit Intergovernmental Charges for Services Fines & Forfeitures Miscellaneous Investment Income (Losses) $ TOTAL REVENUES $ $ $ TOTAL EXPENDITURES REVENUES OVER (UNDER) EXPENDITURES OPERATING TRANSFERS IN OPERATING TRANSFERS OUT REVENUES AND OTHER SOURCES OVER (UNDER) EXPENDITURES AND OTHER USES $ $ $ 1,779,307 5,429,526 665,485 625,762 $ $ 8,500,080 8,798,180 5,799,289 98,304 203,720 503,757 1,133,798 245,094 19,605 $5,885,294 113,980 215,039 469,685 1,191,557 330,014 18,887 $ 7,763,820 1,948,509 5,539,952 702,236 607,483 2015 $ 5,689,922 131,468 270,389 462,721 1,010,627 181,183 17,510 $ 7,746,711 2014 $ $ 8,003,567 $ 1,927,579 5,711,730 721,882 523,503 $ 1,388,398 5,692,279 772,291 984,618 $ 8,884,694 8,224,456 8,837,586 ($548,801) ($753,369) ($1,034,360) ($881,127) ($613,130) 4,561,499 (4,137,381) 5,118,843 (4,420,216) 5,420,726 (4,617,986) 5,591,467 (4,705,168) 5,339,848 (5,301,848) $ $ (121,683) $ PRIOR PERIOD ADJUSTMENT ENDING FUND BALANCE 8,304,350 $ 5,446,909 99,033 220,110 458,564 1,319,785 177,835 24,475 7,758,549 1,746,342 5,278,181 675,504 604,323 2013 $ 5,194,157 97,101 232,388 468,975 1,379,962 358,425 27,541 EXPENDITURES General Government Public Safety Public Works Culture and Recreation BEGINNING FUND BALANCE 2012 4,673,109 $ (54,742) 4,551,600 174 $ 4,551,600 $ $ (1) $ 4,496,858 4,496,857 $ $ 4,105,041 Source: Audited Financial Statements [Remainder of This Page Intentionally Left Blank] 9 $ (231,620) 5,172 4,105,041 $ (575,130) $ (1) $ 4,110,213 4,110,212 - $ 3,535,082 Net Assessed Valuation Since ad valorem taxes are correlated to the value of property within the City, trends in property valuations are an important economic indicator. The assessed valuation of property within the City is comprised of three components: real, personal and public service. The county assessor in each county determines the real and personal property values on an annual basis. Public service valuations are compiled annually by the Oklahoma Tax Commission and set by the State Board of Equalization. Once the valuation is determined, an assessment rate is calculated to provide the assessed valuation on which the appropriate tax levy is determined. In accordance with the Oklahoma Constitution, the assessment rate for real and personal property set by each county must be within a range established by the State Board of Equalization. As a result of passage of State Question No. 675 on November 5, 1996, the Oklahoma Constitution was amended to provide that the allowable range for real property be placed between 11 percent to 13 ½ percent and the range for personal property be set between 10 percent and 15 percent. Beginning January 1, 1997, the percentage at which real or personal property is assessed within a county shall not be increased except upon approval by a majority of the registered voters of the county, voting at an election called for that purpose by a majority of county commissioners, or upon a petition initiated by not less than ten percent (10%) of the registered voters of the county based on the total number of votes cast at the last general election for the county office receiving the highest number votes at the election. In no event shall the percentage be increased by more than one percentage point per year or increase in excess of the aforementioned assessment ranges for personal and real property. The percentage at which real or personal property is assessed within a county may be decreased within the limitations (assessment ranges) without approval of the voters of the county. Also, as provided by State Question No. 675, all other property (primarily public service property) assessed by the State Board of Equalization shall be assessed at the percentage of its fair cash value, estimated at the price it would bring at a fair voluntary sale, at which it was assessed on January 1, 1996. Consequently, the assessment rates on public service property and on airlines and railroads included in the public service category were set at 22.85% and 11.84%, respectively. The Constitution of the State of Oklahoma provides exemptions to real and personal property owners based on certain qualifications and guidelines. A residential homeowner is allowed a homestead exemption deduction equal to $1,000 of net assessed valuation. An exemption on certain household property taxes was approved by the voters of the state in the form of State Question 648 at an election held November 3, 1992. This exemption applies to "household goods of the heads of families and livestock employed in support of the family." State Question 648 actually authorized each county to hold an election approving the exemption. In 1996, Oklahoma County voters approved the household property exemption. The exemption was effective for tax year 1997. Table 1 presents the historical net assessed valuation by county for the City of Bethany from 2005 to 2014. Net assessed valuation increased 17.69 percent during the period shown. The current assessment rates are 11 percent for real property and 13.75 percent for business personal property. [Remainder of This Page Intentionally Left Blank] 10 Table 1 Historical Net Assessed Valuation Fiscal Year Net Real Property* Personal Property Public Service Net Assessed Valuation Percent Change 2015 – 16 80,535,125 4,813,447 3,477,858 88,826,430 1.93% 2014 – 15 78,796,659 4,860,505 3,491,525 87,148,689 1.52% 2013 – 14 77,642,937 4,849,288 3,347,564 85,839,789 (1.36%) 2012 – 13 77,591,783 5,079,857 4,351,642 87,023,282 (1.70%) 2011 – 12 78,040,293 4,628,313 5,857,744 88,526,350 (0.94%) 2010 – 11 77,091,615 6,214,740 6,063,457 89,369,812 5.49% 2009 – 10 75,967,576 4,829,434 3,923,663 84,720,673 3.79% 2008 – 09 73,116,625 4,365,171 4,143,029 81,624,825 4.10% 2007 – 08 69,434,015 4,378,673 4,594,385 78,407,073 3.88% 2006 – 07 69,516,339 4,338,854 1,622,743 75,477,936 -.-- * Excludes homestead and veteran’s exemption Table 2 Estimated Actual Market Valuation Year 2015/16 2014/15 2013/14 2012/13 2011/12 2010/11 2009/10 2008/09 2007/08 2006/07 Market Valuation $ 819,124,218 804,558,551 794,213,302 800,745,945 808,810,136 813,090,571 783,067,139 754,663,680 723,496,040 711,457,740 11 Percent Increase 1.81% 1.30 (0.82) (1.00) (0.53) 3.83 3.76 4.31 1.69 -.-- Largest Ad Valorem Taxpayers The ten largest ad valorem taxpayers in the City for Fiscal Year 2015-2016 are shown in Table 3 according to net assessed valuation. Table 3 Largest Ad Valorem Taxpayers (Fiscal Year 2015-2016) NET ASSESSED VALUATION NAME TYPE OF BUSINESS Southwestern Bell Telephone Oklahoma Gas & Electric Over Apartments LLC Southern Plaza Bryan Hill LLC ETAL Oklahoma Natural Gas Southern Nazarene University AMG Western Oaks LLC LPM Parts & Serv of Okla Inc. Valair Aviation Telephone Utility Apartment Rental Retirement Community Apartment Rental Natural Gas Utility University Real Estate Rental Forklift Sales & Service Aerospace & Defense Totals * $1,403,633 1,190,693 926,639 805,942 710,967 641,774 458,533 364,649 363,944 345,409 $7,212,183 % of TOTAL NAV* 1.58% 1.34 1.04 0.91 0.80 0.72 0.52 0.41 0.41 0.39 8.12% Based on Fiscal Year 2015-16 Net Assessed Valuation of $88,826,430. Source: Oklahoma County Assessor Levy History Table 4 presents the historical ad valorem tax levies within the City for taxpayers in the Putnam City School District and the Bethany School District, respectively, for all taxing entities. Total tax levies have averaged 100.53 mills and 114.08 mills in Putnam City and Bethany, as indicated. Table 4 Historical Tax Levies* Putnam City School District Fiscal Year Oklahoma County General 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10 2008-09 2007-08 2006-07 23.72 23.58 23.87 23.97 24.06 24.27 24.79 23.18 22.29 22.81 36.46 36.46 36.46 36.46 36.46 36.46 36.46 36.46 36.46 36.46 Putnam City (I-1) Building 5.21 5.21 5.21 5.21 5.21 5.21 5.21 5.21 5.21 5.21 Sinking 24.75 20.45 21.32 19.97 20.76 19.53 19.85 19.05 15.23 14.29 Vo–Tech No. 21 City of Bethany Total Levy 15.69 15.69 15.69 15.69 15.69 15.69 15.69 15.69 15.69 15.69 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 105.83 101.39 102.55 101.30 102.18 101.16 102.00 99.59 94.88 94.46 10-Yr. Average * Shown as $1/$1000. 12 100.53 Table 5 Historical Tax Levies* Bethany School District Fiscal Year Oklahoma County General 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10 2008-09 2007-08 2006-07 23.72 23.58 23.87 23.97 24.06 24.27 24.79 23.18 22.29 22.81 36.05 36.05 36.05 36.05 36.05 36.05 36.05 36.05 36.05 36.05 Bethany (I-88) Building Sinking 5.15 5.15 5.15 5.15 5.15 5.15 5.15 5.15 5.15 5.15 37.79 37.48 35.77 34.37 34.29 33.48 32.02 26.38 29.04 32.57 Vo–Tech No. 6 City of Bethany Total Levy 16.73 16.56 15.72 15.72 15.72 15.72 15.72 15.72 15.72 15.72 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 119.44 118.82 116.56 115.26 115.27 114.67 113.73 106.48 108.25 112.30 10-Yr. Average * 114.08 Shown as $1/$1000 Sinking Fund Tax Collection History The City of Bethany has not levied ad valorem tax for General Obligation bonds since 2003. INDEBTEDNESS Payment Record The City has not defaulted on principal and interest payments of its general obligation bonded indebtedness of record. Existing Indebtedness As of May 3, 2016, the City had no General Obligation Bond issues outstanding. Under State law, judgments against a city are payable from ad valorem taxes over three years at a maximum interest rate of ten percent (10%). The City has no outstanding judgments. The combined estimated principal and interest levy requirements for the 2016 Bonds are shown in Table 6 for the next five fiscal years. Table 6 Five Year Principal and Interest Levy Requirements for 2016 Bonds* Fiscal Year 2016/17 2017/18 2018/19 2019/20 2020/21 Principal Levy Interest Levy Total Levy 409,000 409,000 409,000 409,000 409,000 295,788 271,602 254,402 237,614 225,592 704,788 680,602 663,402 646,614 634,592 * Assumes the 2016 Bonds carry a weighted average interest rate of 3.5036%. 13 STATEMENT OF INDEBTEDNESS (As of May 3, 2016) $ 819,124,218 Estimated Actual Market Value (2015-2016) Assessed Valuation (Gross) Including Homestead Exemption Real Property* Personal Property Public Service Property Assessed Valuation (Net) Excluding Homestead Exemption $ 92,869,969 $ 88,826,430 $ 80,535,125 4,813,447 3,477,858 Debt Outstanding – Proposed 2016 Bonds 8,180,000 Less Sinking Fund Balance (As of May 3, 2016) (104,809) $ Net General Obligation Indebtedness 8,075,191 Ratio of Net General Obligation Bonds Outstanding to Net Assessed Valuation 9.10% $ 423.87 Net Indebtedness Per Capita (Based on 2010 population estimate of 19,051) * Excludes $4,043,539 in Homestead exemptions. Net Direct, Underlying and Overlapping Indebtedness Direct, underlying and overlapping indebtedness within the City includes debt of the City, Bethany School District, Putnam City School District, Francis Tuttle Tech Center ATVSD-21, Canadian Valley Tech Center ATVSD-6 and Oklahoma County as shown below. The aggregate net indebtedness, directly underlying and overlapping the City is $13,888,545, which includes the 2016 Bonds. Governmental Entity City of Bethany Bethany School District Putnam City School District Oklahoma County Francis Tuttle Tech Ctr (V21) Candadian Valley Tech Ctr (V6) TOTALS Net Indebtedness 1 Estimated % Applicable to Bethany 2 $8,075,191 1,042,514 51,196,712 51,107,391 10,832,798 100.00% 100.00% 7.78% 1.36% 2.42% 0.88% $122,254,606 1 Overlapping Debt Applicable to Bethany Per Capita Debt $8,075,191 1,042,514 3,981,891 693,731 95,218 $423.87 115.14 439.94 76.65 10.52 $13,888,545 $1,066.12 Gross General Obligation Bond Indebtedness Outstanding less Sinking Fund Balance. City of Bethany Net Indebtedness as of May 3, 2016. All other governmental entities shown are as of June 30, 2015. 2 Determined by ratio of net assessed valuation of property subject to taxation in overlapping unit to valuation of property subject to taxation in the City of Bethany. Based on 2015-16 valuations. 14 City Related Indebtedness The Bethany Public Works Authority is a public trust created by a Trust Indenture dated as of March 7, 1959, with the City of Bethany as beneficiary. Type of Obligation Date of Original Issue Purpose Amount Maturity Principal Outstanding OWRB CWSRF 3/15/2010 Sewer Improvements $10,000,000 9/15/2029 $3,643,799 Sales Tax/Utility Revenue Bonds 5/1/2012 Sewer Improvements; Retire outstanding indebtedness $3,585,000 7/1/2022 $2,250,000 Sales Tax/Utility Revenue Note 7/31/2013 Sewer improvements; retire outstanding indebtedness; miscellaneous property improvements $9,665,000 4/1/2028 $8,605,000 Authorized But Unissued Bonds With the issuance of the 2016 Bonds, the City will have no remaining bonds authorized from the April 5, 2016 election. ECONOMIC AND DEMOGRAPHIC INFORMATION Population Table 7 presents historical population for the City of Bethany and Oklahoma County. Table 7 Historical Population Year 1970 (census) 1980 (census) 1990 (census) 2000 (census) 2010 (census) City of Bethany Oklahoma County 21,785 22,038 20,075 20,307 19,051 526,805 568,933 599,611 660,448 718,633 Source: Oklahoma Department of Commerce 15 Population by Age Table 8 presents the distribution of population by age for Oklahoma County and the State of Oklahoma for selected years. Table 8 Percentage of Population by Age YEAR 0-4 5-14 15-44 45-64 1990 Oklahoma County State of Oklahoma 7.6% 7.2 2000 Oklahoma County State of Oklahoma 2010 Oklahoma County State of Oklahoma 65+ TOTAL 14.5% 15.1 47.2% 45.1 18.5% 19.1 12.1% 13.5 100.0% 100.0 7.3% 6.9 14.0% 14.5 45.2% 42.6 21.4% 22.6 12.2% 13.4 100.0% 100.0 7.7% 7.0 13.7% 13.7 41.9% 40.1 24.7% 25.8 11.9% 13.4 100.0% 100.0 Per Capita Income Historical per capita income figures for Oklahoma County and the State of Oklahoma are shown in Table 9. Table 9 Area Per Capita Income Year Oklahoma County State of Oklahoma 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 51,038 49,322 48,407 45,721 41,692 40,210 45,765 41,178 41,304 37,335 43,637 41,962 41,549 39,037 35,949 34,578 37,379 34,563 33,522 30,957 Source: Bureau of Economic Analysis, U.S. Department of Commerce Employment Data The number of persons in the Oklahoma County labor force and number employed for the years 2005 through 2014 are shown in Table 10. Also, shown is the county unemployment rate compared to state and national averages for the same period. 16 Table 10 Employment Statistics Year Labor Force Number Employed Oklahoma County 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 365,832 368,797 365,144 357,689 354,254 325,899 324,124 323,354 328,518 333,282 350,480 350,710 347,558 338,625 332,486 305,990 311,404 309,044 314,706 317,817 4.2 4.9 4.5 5.3 6.2 6.1 3.9 4.4 4.2 4.6 Unemployment Rate State of OK 4.5 5.3 5.3 5.9 6.8 6.4 3.7 4.1 4.0 4.5 U.S. 6.2 7.4 8.1 9.0 9.6 9.3 5.8 4.6 4.6 5.1 Source: Bureau of Labor Statistics Sales Tax Collections Sales tax collections for the City of Bethany are shown in Table 11. The City currently levies a four percent local sales tax. The total sales tax rate in the City is 8.5 percent with the State of Oklahoma rate at 4.5 percent and Oklahoma County at 0.0 percent. Table 11 City Sales Tax Collections Fiscal Year Total Collections One-Cent Generated Percent Change 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 $4,584,062 4,580,168 4,528,049 4,280,294 4,057,504 4,106,651 4,189,266 4,250,195 4,143,153 4,053,507 $1,146,016 1,145,042 1,132,012 1,070,074 1,014,376 1,026,413 1,047,317 1,062,549 1,035,788 1,013,377 0.09% 1.15 5.79 5.49 (1.17) (2.00) (1.43) 2.58 2.21 -.-- Source: Oklahoma Tax Commission 17 Building Permits Table 12 Building Permits YEAR 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 TOTALS RESIDENTIAL NUMBER VALUE 6 $ 1,051,375 4 623,000 5 977,000 5 871,200 4 555,000 4 885,000 8 868,000 1 252,500 5 614,045 7 942,979 49 $ 7,640,099 COMMERCIAL NUMBER VALUE 7 $ 10,159,630 2 3,450,000 4 6,240,000 2 765,000 2 3,910,000 0 4 8,548,000 4 2,600,000 4 1,720,000 5 3,739,100 34 $ 41,131,730 NUMBER 13 6 9 7 6 4 12 5 9 12 83 TOTAL VALUE $ 11,211,005 4,073,000 7,217,000 1,636,200 4,465,000 885,000 9,416,000 2,852,500 2,334,045 4,682,079 $ 48,771,829 Table 12 indicates the number of permits issued within the City of Bethany and estimated value for residential and commercial purposes for the last ten years. RATINGS A rating on the Bonds has been applied for from Standard & Poor’s Credit Market Services, a division of McGraw-Hill Companies, Inc. ("S&P"). If assigned, a rating is subject to withdrawal at any time; withdrawal of a rating may have an adverse effect on the marketability of the Bonds. For an explanation of the significance of the rating, an investor should communicate with the rating agency directly. TAX MATTERS Opinion of Bond Counsel In the opinion of ____________________, __________, Oklahoma, Bond Counsel, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In rendering its opinion, Bond Counsel has relied on certain representations, certifications of fact, and statements of reasonable expectations made by the City and others, in connection with the Bonds, and Bond Counsel has assumed compliance by the City with certain ongoing covenants to comply with applicable requirements of the Code to assure the exclusion of interest on the Bonds from gross income under Section 103 of the Code. Bond Counsel has rendered its opinion under existing statutes and court decisions as of the issue date, and assumes no obligation to update their opinions after the issue date to reflect any future action, fact or circumstance, or change in law or interpretation, or otherwise. Bond Counsel expresses no opinion on the effect of any action hereafter taken or not taken in reliance upon an opinion of other counsel on the exclusion from gross income for Federal income tax purposes of interest on the Bonds, or under state and local tax law. 18 State of Oklahoma Tax Exemption Pursuant to Title 68 of the Oklahoma Statutes 2011, Section 2358.5, interest on the bonds is exempt from Oklahoma income taxation. Financial Institutions The Code provides that commercial banks, thrift institutions and other financial institutions may not deduct the portion of their interest expense allocable to tax-exempt obligations acquired after August 7, 1986 (other than "qualified tax-exempt obligations"). The Bonds will be designated as "qualified tax-exempt obligations" for this purpose. Certain Ongoing Federal Tax Requirements and Covenants The Code establishes certain ongoing requirements that must be met subsequent to the issuance and delivery of the Bonds in order that interest on the Bonds be and remain excluded from gross income under Section 103 of the Code. These requirements include, but are not limited to, requirements relating to use and expenditure of gross proceeds of the Bonds, yield and other restrictions on investments of gross proceeds, and the arbitrage rebate requirement that certain excess earnings on gross proceeds be rebated to the Federal government. Noncompliance with such requirements may cause interest on the Bonds to become included in gross income for Federal income tax purposes retroactive to their issue date, irrespective of the date on which such noncompliance occurs or is discovered. The City has covenanted to comply with certain applicable requirements of the Code to assure the exclusion of interest on the Bonds from gross income under Section 103 of the Code. Certain Collateral Federal Tax Consequences The following is a brief discussion of certain collateral Federal income tax matters with respect to the Bonds. It does not purport to address all aspects of Federal taxation that may be relevant to a particular owner of a Bond. Prospective investors, particularly those who may be subject to special rules, are advised to consult their own tax advisors regarding the Federal tax consequences of owning and disposing of the Bonds. Prospective owners of the Bonds should be aware that the ownership of such obligations may result in collateral Federal income tax consequences to various categories of persons, such as corporations (including S corporations and foreign corporations), financial institutions, property and casualty and life insurance companies, individual recipients of Social Security and railroad retirement benefits, individuals otherwise eligible for the earned income tax credit, and taxpayers deemed to have incurred or continued indebtedness to purchase or carry obligations the interest on which is excluded from gross income for Federal income tax purposes. Interest on the Bonds may be taken into account in determining the tax liability of foreign corporations subject to the branch profits tax imposed by Section 884 of the Code. Original Issue Discount "Original issue discount" ("OID") is the excess of the sum of all amounts payable at the stated maturity of a Bond (excluding certain "qualified stated interest" that is unconditionally payable at least annually at prescribed rates) over the issue price of that maturity. In general, the "issue price" of a maturity means the first price at which a substantial amount of the Bonds of that maturity was sold (excluding sales to bond houses, brokers, or similar persons acting in the capacity as underwriters, placement agents, or wholesalers). In general, the issue price for each maturity of Bonds is expected to be the initial public offering price set forth on the cover page of the Official Statement. For any Bonds having OID (a "Discount Bond"), OID that has accrued and is properly allocable to the owners of the Discount Bonds under Section 1288 of the Code is excludable from gross income for Federal income tax purposes to the same extent as other interest on the Bonds. In general, under Section 1288 of the Code, OID on a Discount Bond accrues under a constant yield method, based on periodic compounding of interest over prescribed accrual periods using a compounding rate determined by reference to the yield on that Discount Bond. An owner’s adjusted basis in a Discount Bond is increased by accrued OID for purposes of determining gain or loss on sale, exchange, or other disposition of such Bond. Accrued OID may be taken into account as an increase in the amount of tax-exempt income received or deemed to have been received for purposes of determining various other tax consequences of owning a Discount Bond even though there will not be a corresponding cash payment. 19 Owners of Discount Bonds should consult their own tax advisors with respect to the treatment of original issue discount for Federal income tax purposes, including various special rules relating thereto, and the state and local tax consequences of acquiring, holding, and disposing of Discount Bonds. Bond Premium In general, if an owner acquires a Bond for a purchase price (excluding accrued interest) or otherwise at a tax basis that reflects a premium over the sum of all amounts payable on the Bond after the acquisition date (excluding certain "qualified stated interest" that is unconditionally payable at least annually at prescribed rates), that premium constitutes "bond premium" on that Bond (a "Premium Bond"). In general, under Section 171 of the Code, an owner of a Premium Bond must amortize the bond premium over the remaining term of the Premium Bond, based on the owner’s yield over the remaining term of the Premium Bond determined based on constant yield principles (in certain cases involving a Premium Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on such bond). An owner of a Premium Bond must amortize the bond premium by offsetting the qualified stated interest allocable to each interest accrual period under the owner’s regular method of accounting against the bond premium allocable to that period. In the case of a taxexempt Premium Bond, if the bond premium allocable to an accrual period exceeds the qualified stated interest allocable to that accrual period, the excess is a nondeductible loss. Under certain circumstances, the owner of a Premium Bond may realize a taxable gain upon disposition of the Premium Bond even though it is sold or redeemed for an amount less than or equal to the owner’s original acquisition cost. Owners of any Premium Bonds should consult their own tax advisors regarding the treatment of bond premium for Federal income tax purposes, including various special rules relating thereto, and state and local tax consequences, in connection with the acquisition, ownership, amortization of bond premium on, sale, exchange, or other disposition of Premium Bonds. Information Reporting and Backup Withholding Information reporting requirements will apply to interest paid after March 31, 2007 on tax-exempt obligations, including the 2016 Bonds. In general, such requirements are satisfied if the interest recipient completes, and provides the payor with, a Form W-9, "Request for Taxpayer Identification Number and Certification", or unless the recipient is one of a limited class of exempt recipients, including corporations. A recipient not otherwise exempt from information reporting who fails to satisfy the information reporting requirements will be subject to "backup withholding", which means that the payor is required to deduct and withhold a tax from the interest payment, calculated in the manner set forth in the Code. For the foregoing purpose, a "payor" generally refers to the person or entity from whom a recipient receives its payments of interest or who collects such payments on behalf of the recipient. If an owner purchasing a 2016 Bond through a brokerage account has executed a Form W-9 in connection with the establishment of such account, as generally can be expected, no backup withholding should occur. In any event, backup withholding does not affect the excludability of the interest on the 2016 Bonds from gross income for Federal income tax purposes. Any amounts withheld pursuant to backup withholding would be allowed as a refund or a credit against the owner’s Federal income tax once the required information is furnished to the Internal Revenue Service. Miscellaneous Tax legislation, administrative actions taken by tax authorities, and court decisions, whether at the federal or state level, may adversely affect the tax-exempt status of interest on the 2016 Bonds under federal or state law and could affect the market price or marketability of the 2016 Bonds. Prospective purchasers of the 2016 Bonds should consult their own tax advisors regarding the foregoing matters. 20 UNDERWRITING The Bonds are to be sold at a competitive sale on May 17, 2016. The Bonds were purchased by ________________ (the "Purchaser") at a true interest cost of ___________ percent. The Purchase Contract provides that the Purchaser will not be obligated to purchase any Bonds if all such Bonds are not available for purchase. The Purchaser may offer to sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the offering price stated on the cover page hereof. After the initial public offering, the public offering price may be changed from time to time by the Purchaser. FINANCIAL STATEMENTS Excerpts from the audited financial statements of the City as of June 30, 2015 are included as Exhibit A. FINANCIAL ADVISOR Municipal Finance Services, Inc. serves as Financial Advisor to the City in connection with the issuance of the Bonds. The information contained in the Official Statement has been obtained primarily from the City’s records and from other sources which are believed reliable, including financial records of the City and other entities which may be subject to interpretation. The Financial Advisor has not been engaged, nor has it undertaken, to audit, authenticate or otherwise verify the information set forth in this Official Statement. No person, therefore, is entitled to rely upon the participation of the Financial Advisor as an implicit or explicit expression of opinion as to the completeness and accuracy of the information contained in this Official Statement. The Financial Advisor’s fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds and certain financial information included in this Official Statement has been compiled by the Financial Advisor. The Financial Advisor does not engage in the underwriting, selling, or trading of securities. Municipal Finance Services, Inc. is registered with the State of Oklahoma as an Investment Advisor, Securities and Exchange Commission ("SEC") and the Municipal Securities Rulemaking Board ("MSRB") as a Municipal Advisor. CLOSING DOCUMENTS Simultaneously with the delivery of and payment for the Bonds by the original purchasers thereof, the City will furnish to the original purchasers the customary documents in form satisfactory to Bond Counsel. CERTIFICATIONS The City will furnish a statement to the effect that the Official Statement, to the best of its knowledge and belief as of the date of sale and the date of delivery, is true and correct in all material respects and does not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made herein, in light of the circumstances under which they were made not misleading. PRELIMINARY OFFICIAL STATEMENT DEEMED FINAL The City hereby deems this Preliminary Official Statement pursuant to Securities and Exchange Commission Rule 15c2-12 as final as of its date except for the omission of information dependent on the pricing of the issue and the completion of the underwriting agreement, such as offering prices, interest rates, selling compensation, aggregate principal amount, delivery dates, and other terms of the securities dependent on the foregoing matters. 21 CONTINUING DISCLOSURE The City has covenanted for the benefit of Bondholders to provide annually certain financial information and operating data relating to the Issuer by not later than two hundred ten (210) days following the end of its fiscal year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed by the City with the Electronic Municipal Market Access ("EMMA") system operated by the Municipal Securities Rule Making Board (the "MSRB"). The notices of material events will be filed by the City with the EMMA system operated by the MSRB. The specific nature of the information to be contained in the Annual Report or the notices of material events is included herein under the caption "Exhibit B – Form of Continuing Disclosure Certificate." These covenants have been made in order to assist the Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). The 2016 Bonds represent the initial obligations issued by the City subject to the Rule. Consequently the City has not defaulted or failed to disclose any continuing disclosure obligations or events on any other undertaking under S.E.C. Rule 15c2-12(b). LEGAL MATTERS Legal matters incident to the authorization and issuance of the Bonds are subject to the approving certificate of the Attorney General of the State of Oklahoma and the legal opinion of _________________, _________, Oklahoma, Bond Counsel, as to validity and tax exemption. ABSENCE OF MATERIAL LITIGATION There is not now pending or, to the knowledge of the City, threatened any litigation seeking to restrain or enjoin or in any way limit the approval or the issuance and delivery of the Official Statement or the Bonds or the proceedings or City under which they are to be issued. There is no litigation pending, or to the knowledge of the City, threatened, which in any manner challenges or threatens the powers of the City to enter into or carry out the transactions contemplated herein. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are intended as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The execution and delivery of this Official Statement has been duly authorized by the City. CITY OF BETHANY, OKLAHOMA By: /s/ Mayor Attest: By: /s/ City Clerk 22 EXHIBIT A CITY OF BETHANY,OKLAHOMA Independent Auditor’s Report And Financial Statements For the Fiscal Year Ended June 30, 2015 EXHIBIT B FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (this "Disclosure Certificate"), is being executed and delivered by THE CITY OF BETHANY, OKLAHOMA (the “City”) as a material inducement to the purchasers (the "Underwriters") of the City’s $8,180,000 General Obligation Bonds, Series 2016 (the "2016 Bonds"). The Series 2016 Bonds will be issued pursuant to an Ordinance of the City dated May 17, 2016 (the "Ordinance"). Capitalized terms used in the Disclosure Certificate which are not otherwise defined in the Ordinance, shall have the same respective meanings specified below or in Section 2 of this Disclosure Certificate. Section 1. Purpose of Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the Holders and Beneficial Owners of the Series 2015 Bonds and in order to assist each Participating Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “Commission”). Section 2. Defined Terms. “Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Section 3 hereof. “Audited Financial Statements” means the City’s annual financial statements as presented in Exhibit A of the Official Statement, prepared in conformity with generally accepted accounting principles (“GAAP”) for local governmental units as promulgated by the Governmental Accounting Standards Board (“GASB”), which financial statements shall have been audited by such auditor as shall be then required or permitted by the laws of the State; provided, however, that the City may from time to time, if required by Federal or State legal requirements, modify the basis upon which its financial statements are prepared. Notice of any such modification shall be provided to the MSRB, and shall include a reference to the specific Federal or State law or regulation describing such accounting basis. “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2016 Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2015 Bonds for federal income tax purposes. “Dissemination Agent” means the City, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. “EMMA” means the MSRB’s Electronic Municipal Market Access System. Reference is made to Commission Release No. 34-59062, December 8, 2008 (the “Release”) relating to the EMMA system for municipal securities disclosure effective on July 1, 2009. “Listed Event” means any of the events listed in Appendix A to this Disclosure Certificate. “Listed Event Notice” means notice of a Listed Event in Prescribed Form. “MSRB” means the Municipal Securities Rulemaking Board established pursuant to Section 15B (b) (1) of the Securities Exchange Act of 1934. “Official Statement” means the “final official statement,” as defined in the paragraph (f) (3) of the Rule, relating to the Series 2016 Bonds. “Participating Underwriter” means any of the original underwriters of the Series 2016 Bonds required to comply with the Rule in connection with offering of the Series 2016 Bonds. B-1 “Prescribed Form” means, with regard to the filing of Annual Reports, Audited Financial Statements and Listed Event Notices with the MSRB at www.emma.msrb.org (or such other address or addresses as the MSRB may from time to time specify), such electronic format, accompanied by such identifying information, as shall have been prescribed by the MSRB and which shall be in effect on the date of filing of such information. “Rule” means Rule 15c2-12(b)(5) promulgated by the Commission under the Securities Exchange Act of 1934 (17 CFR Part 240, §240.15c2-12), as in effect on the date of this Disclosure Certificate, including any official interpretations thereof. “State” shall mean the State of Oklahoma. Section 3. Provision of Annual Reports. The City, as the “obligated persons” for purposes of the Rule, hereby agree to provide or cause to be provided to the MSRB in Prescribed Form annually not later than 210 days following the end of each fiscal year an Annual Report containing financial information and operating data with respect to the City as described in Appendix B hereto and the Audited Financial Statements as of the end of each fiscal year; provided, however, that if Audited Financial Statements are not available within 210 days after the end of the preceding fiscal year, unaudited financial statements will be provided as part of the Annual Report with Audited Financial Statements to be provided in a timely manner when they become available. The Annual Report shall be provided at least annually notwithstanding a fiscal year longer than 12 calendar months. The City may change its current fiscal year, but must promptly notify the MSRB of each such change. All or any portion of the Annual Report may be provided by way of cross-reference to other documents previously provided to the MSRB. The City agrees to provide or cause to be provided, in a timely manner, to the MSRB notice of a failure to provide the Audited Financial Statements and the Annual Report on or prior to the date specified herein. Section 4. Failure to File Annual Reports and Audited Financial Statements. If the City fails to provide the Annual Report or the Audited Financial Statements to the MSRB by the date specified in Section 3, the City shall send a notice of such failure to the MSRB by a date not in excess of ten (10) business days after the occurrence of such failure. Section 5. Disclosure of Listed Events. The City hereby covenants that it will disseminate in a timely manner, not in excess of ten (10) business days after the occurrence of the event, a Listed Event Notice to the MSRB in Prescribed Form. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Series 2016 Bonds or defeasance of any Series 2016 Bonds need not be given under this Disclosure Certificate any earlier than the notice (if any) of such redemption or defeasance is given to the owners of the Series 2016 Bonds pursuant to the Indenture. The City is required to deliver such Listed Event Notice in the same manner as provided by Section 3 of this Disclosure Certificate. Section 6. Duty To Update EMMA/MSRB. The City shall determine, in the manner it deems appropriate, whether there has occurred a change in the MSRB’s e-mail address or filing procedures and requirements under EMMA each time it is required to file information with the MSRB. Section 7. Duties, Immunities and Liabilities of Dissemination Agent. The City may, from time to time, engage or appoint an agent to assist the City in disseminating information hereunder (the “Dissemination Agent”). The City may discharge any Dissemination Agent with or without appointing a successor Dissemination Agent. If appointed, the Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties thereunder, including the costs and expenses (including attorney fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Series 2016 Bonds. B-2 Section 8. Termination of Obligations. Pursuant to paragraph (b)(5)(iii) of the Rule, the obligation to provide Annual Reports, Audited Financial Statements and Listed Event Notices, as set forth herein, shall terminate if and when the City no longer remains an obligated person with respect to the Series 2016 Bonds, which shall occur upon either payment of the Series 2015 Bonds in full at maturity or by means of prior redemption or the legal defeasance of the Series 2016 Bonds in accordance with the Indenture. If such termination occurs prior to the final maturity of the Series 2015 Bonds, the City shall give notice of such termination in the same manner as for a Listed Event Notice under Section 5. Section 9. Amendment. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, without the consent of the Series 2016 Bondholders, under the following conditions: (1) The amendment or waiver may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Disclosure Certificate, as amended or with the provision so waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment or waiver does not materially impair the interest of holders of the Series 2016 Bonds, as determined either by parties unaffiliated with the City (which shall include the Paying Agent or nationally recognized bond counsel, or any other party determined by any of them to be unaffiliated), or by approving vote of holders of the Series 2016 Bonds pursuant to the terms of the Indenture at the time of the amendment or waiver. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the City shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented. In addition, if the amendment relates to the accounting principles to be followed in preparing Audited Financial Statements, (i) notice of such change shall be given in the same manner as for a Listed Event Notice under Section 5, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or Listed Event Notice, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or Listed Event Notice in addition to that which is specifically required by this Disclosure Certificate, the City shall not have any obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or Listed Event Notice. Section 11. Failure to Comply. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Series 2016 Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City to comply with their obligations under this Disclosure Certificate. A failure to comply under this Disclosure Certificate shall not be deemed an Event of Default under the Bond Ordinance, and the sole remedy under this Disclosure Certificate in the event of any failure of the Bond Ordinance or the City to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, each Participating Underwriter and Holders and Beneficial Owners from time to time of the Series 2015 Bonds, and shall create no rights in any other person or entity. Section 13. Recordkeeping. The City shall maintain records of all filings of Annual Reports, Audited Financial Statements and Listed Event Notices, including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure. B-3 Section 14. Compliance. The caption “CONTINUING DISCLOSURE” in the Official Statement accurately and completely represents that the City has not had bonds, notes or other obligations subject to the continuing disclosure obligations of the Rule that were outstanding at any time during the previous five calendar years and said caption contains a fair and accurate description of the procedures instituted by the City designed to assure compliance with the requirements of each continuing disclosure undertaking entered into by either of them, including this Disclosure Certificate, pursuant to the Rule. The 2016 Bonds represent the initial obligations issued by the City subject to the Rule. Consequently the City has not defaulted or failed to disclose any continuing disclosure obligations or events on any other undertaking under S.E.C. Rule 15c2-12(b). Section 15. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 16. Choice of Law. This Disclosure Certificate shall be governed by and construed in accordance with the laws of the State of Oklahoma, provided that to the extent this Disclosure Certificate addresses matters of federal securities laws, including the Rule, this Disclosure Certificate shall be construed in accordance with such federal securities laws and official interpretations thereof. IN WITNESS WHEREOF, the parties hereto have executed this Certificate, by an authorized representative, all as of the date first above written. CITY OF BETHANY, OKLAHOMA (SEAL) _____________________________________ Mayor ATTEST: ___________________________ City Clerk B-4 APPENDIX A EVENTS WITH RESPECT TO THE BONDS FOR WHICH LISTED EVENT NOTICES ARE REQUIRED 1. Principal and interest payment delinquencies. 2. Nonpayment-related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. 7. Modifications to rights of security holders, if material. 8. Bond calls, if material. 9. Defeasances. 10. Release, substitution or sale of property securing repayment of the securities, if material. 11. Rating changes. 12. Tender offers. 13. Bankruptcy, insolvency, receivership or similar event of the City†. 14. The consummation of a merger, consolidation or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. 15. Appointment of a successor or additional trustee or the change of name of a trustee, if material. †This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. B-5 APPENDIX B DESCRIPTION OF PORTIONS OF OFFICIAL STATEMENT REQUIRING ANNUAL UPDATE The following information included in the Official Statement under the headings Financial Information and Indebtedness: FINANCIAL INFORMATION AND RELATED TEXT: Financial Information General Fund Highlights Net Assessed Valuation Table 1- Historical Net Assessed Valuation Table 2 - Estimated Actual Market Valuation Table 3 - Largest Ad Valorem Taxpayers Table 4 - Historical Tax Levies (Putnam City Schools) Table 5 – Historical Tax Levies (Bethany Public Schools) INDEBTEDNESS AND RELATED TEXT: Table 6 - Five Year Principal and Interest Levy Requirements for 2016 Bonds Statement of Indebtedness Net Direct, Underlying and Overlapping Indebtedness City Related Indebtedness Authorized but Unissued Bonds Audited Financial Statements if available; and if unavailable, unaudited financial statements with Audited Financial Statements to be provided thereafter in the time and manner provided in Section 3 hereof. B-6 AGENDA: 04/19/2016 ITEM: 8 BETHANY CITY COUNCIL TO: Mayor and City Council FROM: Steve Harzman, Assistant City Manager DATE: 04/19/2016 SUBJECT: Election of OMAG Trustees BACKGROUND: Attached you will find the cover letter and a ballot for the election of two trustees for the Board of Trustees with the Oklahoma Municipal Assurance Group. There are also several letters of introduction from those who would like to be on the board. Please look through the material and if you are familiar with anyone please submit their name to the mayor for nomination and the Councils vote. RECOMMENDATION ACTION Submit nominee to Mayor for nomination and vote. Additional Comments: AGENDA: 04/16/2016 ITEM: 9 BETHANY CITY COUNCIL TO: Mayor and City Council FROM: Steve Harzman, Assistant City Manager DATE: 04/19/2016 SUBJECT: Discussion of Water rates and Bethany Water Usage BACKGROUND: As summer approaches and water usage increases it is time to for the Council to discuss our current water situation. The citizens have many questions that need to be answered prior to the high use summer months. I have included: 1. The current water rates effective January 1, 2016. 2. Rate sheet for 2015 and 2013 3. The Ordinance authorizing the rate surcharge for customers exceeding 6000 gallons. 4. Points to be considered. 5. Explanation of our agreement with Oklahoma City and a copy of Ordinance 52.10 authorizing the City manager to establish water restrictions as needed. 6. Additional information from Oklahoma City’s website about their water rationing program. RECOMMENDATION ACTION No action required. This is a discussion item that could lead to an item for a vote at the next meeting. Additional Comments: BETHANY CITY COUNCIL FROM: DATE: SUBJECT: Agenda: 4/19/16 Item: 10 Jon Robinson April 11, 2016, Presentation of the Certified Annual Financial Report for FY 2015 BACKGROUND: Federal, State and our local laws and ordinances require an annual audit of the City’s financial statements as provided by the GOA, AICPA, GASB, and others. The auditor, Casey J. Russell CPA, Inc. will present his findings and discuss the audit as needed. RECOMMENDED ACTION: 1. Accept the financial audit report as presented by the City’s external auditor. 04/19/2016 13 (A) 04/19/2016