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HomeMy WebLinkAboutMunicipal Property Corporation - Resolutions (2) MPC RESOLUTION RESOLUTION NO.MPC 09- 01 RESOLUTION AUTHORIZING AND PROVIDING FOR THE DEFEASANCE AND REDEMPTION OF THE OUTSTANDING TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION EXCISE TAX REVENUE BONDS, SERIES 1999; RATIFYING THE ACTIONS OF ALL OFFICERS AND AGENTS OF THE CORPORATION AND OTHERS WITH RESPECT TO THE DEFEASANCE AND REDEMPTION. WHEREAS, the Town of Oro Valley is a municipal corporation within the State of Arizona and is vested with all the rights, privileges and benefits and is entitled to the immunities and exemptions granted to municipalities and political subdivisions under the Constitution and laws of the State of Arizona and the United States; and WHEREAS, the Town of Oro Valley Municipal Property Corporation (the "Corporation") has issued its Excise Tax Revenue Bonds, Series 1999 in the original principal amount of$4,930,000(the "Bonds"); and WHEREAS, the Bonds were executed and delivered by Wells Fargo Bank, N.A. (as successor to Norwest Bank Arizona, N.A.) (the "Trustee") as trustee under the Trust Indenture dated as of April 1, 1996 (the "1996 Indenture") between the Corporation and the Trustee, as supplemented by the First Supplement to the Trust Indenture dated as of June 1, 1999, the Second Supplement to Trust Indenture, dated as of April 1, 2001 (the "Second Supplement"), the Third Supplement to Trust Indenture, dated as of October 1, 2003 (the "Third Supplement") and the Fourth Supplement to Trust Indenture, dated as of April 1, 2007 (the "Fourth Supplement" and, together with the Trust Indenture, the First Supplement, the Second Supplement and the Third Supplement,the "Indenture"); and WHEREAS, such Bonds are secured by rental payments made by the Town of Oro Valley, Arizona (the "Town") pursuant to the terms of the Lease-Purchase Agreement dated as of April 1, 1996 (the "1996 Lease-Purchase Agreement"), as amended by the First Amendment to Lease-Purchase Agreement, dated as of June 1, 1999 (the "First Amendment"), the Second Amendment to Lease-Purchase Agreement, dated as of April 1, 2001 (the "Second Amendment"), the Third Amendment to the Lease-Purchase Agreement, dated as of October 1, 2003 (the "Third Amendment"), and the Fourth Amendment to the Lease-Purchase Agreement, dated as of April 1, 2007 (the "Fourth Amendment" and; together with the Lease-Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the "Town Lease"); and WHEREAS, the Mayor and Council of the Town have, pursuant to Section 4.04 of the 1996 Indenture, directed the Corporation to redeem on July 1, 2009 all of the then outstanding Bonds, which mature on July 1 of the years 2013 and 2019, in the aggregate principal amount of $1,850,000 (collectively the "Bonds Being Defeased"); and WHEREAS, the Mayor and Council have authorized the transfer of funds to the Trustee to defease the Bonds Being Defeased,to redeem them on July 1, 2009 and to pay the costs of the transaction; and WHEREAS,the Corporation wishes to aid the Town in reducing its financial liability. F:\Finance\Bonds\MPC Excise Tax Revenue Bonds\RES-Town of Oro Valley Defeasance-Corporation Resolution.DOC MPC RESOLUTION NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Town of Oro Valley Municipal Property Corporation that: Section 1. Authorization. The Corporation hereby authorizes and directs the Trustee to accept the transfer from the Town of an amount which is sufficient, together with other amounts held by the Trustee and available therefor, to defease the outstanding Bonds Being Defeased, to redeem them on July 1,2009 and to pay the costs and expenses of the transaction. Section 2. Application of Moneys. The proceeds of the transfer of funds received from the Town, after payment of the costs and expenses of the transaction, shall be held by the Trustee to be used, together with other amounts held by the Trustee and available therefor, for the redemption of the Bonds Being Defeased. Any amounts remaining after payment of all amounts due shall be paid over to the City. Section 4. Redemption of Bonds. All of the outstanding Bonds Being Defeased are hereby irrevocably ordered to be called for redemption on July 1, 2009. The Trustee will cause notice of redemption to be given as required by the Indenture. Section 5. Severability. If any section, paragraph, subdivision, sentence, clause or phrase of this resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this resolution. The President and Board members hereby declare that this resolution would have been enacted and each and every other section, paragraph, subdivision, sentence, clause or phrase hereof and authorized the transfer of funds and defeasance and redemption of the Bonds Being Defeased pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this resolution may be held illegal, invalid or unenforceable. Section 6. Ratification of Actions. All actions of the officials and agents of the Corporation, the Town and the Trustee which are in conformity with the purposes and intent of this resolution and in furtherance of the defeasance and redemption of the Bonds Being Defeased as contemplated by this resolution shall be and are hereby ratified, confirmed and approved. The proper officials and agents of the Corporation, the Town and the Trustee are hereby authorized and directed to do all such acts and things and to execute and deliver all such documents as may be necessary to carry out the terms and intent of this resolution. PASSED AND ADOPTED by the Board of The Town of Oro Valley Municipal Property Corporation on this 11th day of May , 2009. TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION ,\4:1ZA/J'A. President F:\FinancelBonds\MPC Excise Tax Revenue Bonds\RES-Town of Oro Valley Defeasance-Corporation Resolution.DOC MPC RESOLUTION ATTEST: Secretary APPROVED AS TO FORM: ,0- t ' •senfeld,P.L.C. /:and Counsel CERTIFICATION I, Donald Taylor , the duly appointed and acting Secretary of the Town of Oro Valley Municipal Property Corporation, do hereby certify that the above and foregoing Resolution No. MPC 09- 1 was duly passed by the Board of Directors of the Town of Oro Valley Municipal Property Corporation at a regularly scheduled meeting held on May 11 , 2009 and the vote was 3 aye's and 0 nay's and 0 absent,that the President and Secretary were present and therat. 4Per7- - Secretary,Town of Oro : 0= Municipal Property Corporation F:1Finance\Bonds\MPC Excise Tac Revenue Bonds\RES-Town of Oro Valley Defeasance-Corporation Resolution.DOC