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HomeMy WebLinkAboutMunicipal Property Corporation - Resolutions (4) • RESOLUTION No. 03-106 RESOLUTION OF THE COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, AUTHORIZING THE FINANCE DIRECTOR To CAUSE THE ISSUANCE OF NOT To EXCEED $36,000,000 OF BONDS BY THE MUNICIPAL PROPERTY CORPORATION; AUTHORIZING THE EXECUTION AND DELIVERY OF ALL AGREEMENTS NECESSARY OR APPROPRIATE FOR THE FINANCING OF COSTS OF EXPANDING AND • IMPROVING THE WATER UTILITY SYSTEM SERVING THE TOWN AND RELATED FINANCING COSTS; AUTHORIZING THE FINANCE DIRECTOR To EXPEND ALL NECESSARY FUNDS THEREFOR AND DECLARING AN EMERGENCY BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF ORO VALLEY as follows: Section 1. That the Finance Director or his designee be and they are hereby authorized to cause the issuance of one series of bonds not exceeding in the aggregate $36,000,000 principal amount by the municipal property corporation of the Town at an initial fixed interest rate or rates not to exceed seven percent (7%) per annum, such interest being excludable from gross income under Section 103 of the Internal Revenue Code of 1986, and in current interest form, to the extent they determine such issuance to be appropriate for the financing or refinancing of costs of acquisitions, betterments, extensions, repairs or replacements or other capital improvements (including the purchase of real property and equipment) to the p p utility system providing water or reclaimed water to the Town (the "Project"), deemed necessary by them and for any other lawful purposes of the Project (the "Improvements"). Such costs may include the cost of issuance, credit enhancement and similar costs in connection with the issuance, sale and delivery of such bonds. Section 2. That the Mayor or Vice Mayor be and they are hereby authorized and directed to execute a purcnase agreement relating to the improvements with such municipal property corporation pursuant to which the Town shall convey its interests in the Improvements or other portions of the Project to such corporation or pursuant to which such corporation may acquire the Improvements and the Town shall acquire the Improvements on an installment purchase basis for a term not exceeding 30 years, with interest rates payable as current interest and an aggregate original principal amount, in each case, not exceeding those for the series of bonds described in Section 1. Such corporation is hereby requested to execute such purchase agreement to accomplish the purposes hereof. Section 3. That the Mayor or Vice Mayor is hereby authorized, and directed to execute and deliver a Continuing Disclosure Undertaking (the "Continuing Disclosure Undertaking") in such form as may be required to facilitate the sale of the bonds authorized hereby. When the Continuing Disclosure Undertaking is executed and delivered on behalf of the Town as herein provided, the Continuing Disclosure Undertaking will be a binding contract of the Town for the benefit of the beneficial owners of the bonds authorized hereby, and the . officers, employees and agents of the Town are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking as executed. provision anyother of this Resolution, the sole remedies for failure to comply with the ContinuingDisclosure Undertaking shall be the ability of a beneficial owner of any such bonds to seekspecific mandamus or s ecific P erformance by court order to cause the Town to comply with its obligations under the Continuing Disclosure Undertaking. Section 4. That the Finance Director and his designee be and they are hereby authorized to takeand all actions and the Mayor or Vice Mayor to execute all documents or any ents (includingescrow trust agreements to accomplish any refinancing) rostrum necessary necessaryappropriate to out the transactions contemplated by this Resolution and the orapp p carry documents described herein and to employ such professionals and consultants as are necessary in p . . to accomplish the purposes of this Resolution. Any contracts for the provision of such order p services shall be executed bythe Mayor or Vice Mayor or the Town Manager or the Finance . Director or anyof their respective designees, and the execution of such contracts shall represent p approval bythe Town of the terms of such contracts. The municipal property corporation is pp hereby requested to take any and all actions and execute all documents or instruments necessary q or appp ro riate to carryout the transaction contemplated by this Resolution. Section 5. That the Finance Director be and he is hereby authorized to receive and expend such funds as necessary to accomplish the purposes of this Resolution, including payment payments a ment of installment related to debt service on the bonds authorized hereby from • revenues of the Project or anyother lawfully available source. It is the intention of this Council . that if anyor all of such expenditures occur prior to the issuance and delivery of the bonds p described in Section 1 hereof, such expenditures shall be reimbursed from the proceeds of such bonds as and when they, or another issue of tax-exempt obligations out of which Council evidences its intention to pay such expenditures, are issued and delivered. The Finance Director is hereby authorized and directed to file with respect to the expenditures herein authorized one or more Declarations of Official Intent as may be required by Treasury Regulations Section 1.150-2 based upon the best information as to the source of reimbursement available to him at the time of execution of such Declarations. The immediate operation of the provisions hereof is necessary for the preservation of the ublic peace, health and safety, specifically to finance or refinance the Improvements on p the most economic basis available, and an emergency is hereby declared to exist, and this Resolution will be in full force and effect from and after its passage by the Council and it is hereby exempt from the referendum provisions of the Constitution and laws of the State of p Arizona. PASSED by the Council of the Town of Oro Valley this 5th day of November, 2003. Mayor ATTEST: A,;(jr. duAi-a; Town Clerk APPROVED AS TO FORM: Town At rn REV I I-,:WED BY: 6Lfr— Town Manager RESOLUTION(No. 03-02) OF THE BOARD OF DIRECTORS OF THE TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION CONCERNING ITS SENIOR LIEN WATER PROJECT REVENUE BONDS, SERIES 2003 AND ALL MATTERS RELATED THERETO WHEREAS, the Town of Oro Valley Municipal Property Corporation (the "Corporation") desires to issue the herein described bonds, the proceeds of which will be used to acquire title to or interests in certain property related to certain improvements which have been or need to be made to the water utility system serving the Town of Oro Valley, Arizona (the "Town"), including by paying, or providing for payment of, certain obligations previously incurred by the Town; and WHEREAS, there have been prepared and presented at the meeting at which this Resolution was adopted proposed forms of the following documents: (a) a Bond Indenture to be dated as of its date, by and between the Corporation and the institution serving as trustee (the "Bond Trustee") to be named therein (the "Bond Indenture"); (b) a Town Purchase Agreement to be dated as of its date, by and between the Corporation and the Town (the "Town Purchase Agreement"); and (c) a Bond Purchase Agreement to be dated the date of sale of such bonds (the "Purchase Contract") by and between the Corporation and Stone & Youngberg LLC (the "Underwriter"); and WHEREAS, the Corporation, a nonprofit corporation organized and existing under the laws of the State of Arizona, is authorized and empowered, among other things to (i) issue its special obligation bonds for the purposes of assisting the Town in acquiring, constructing and financing municipal improvements and otherwise incurring expenses to improve the use of municipal facilities and to refund obligations previously issued for such purposes, (ii) enter into purchase agreements and other necessary documents and provide for payments sufficient to pay the principal of and premium, if any, and interest on such bonds, (iii) secure such bonds as provided for herein and (iv) enact this Resolution and enter into the Bond Indenture, the Town Purchase Agreement and the Purchase Contract, all as hereinafter defined, upon the terms and conditions provided herein and therein and WHEREAS, there has also been presented at the meeting at which this Resolution was adopted a form of Preliminary Official Statement with respect to such bonds (the "Preliminary Official Statement") which, with any necessary and appropriate changes, will be the form of the final Official Statement with respect to such Bonds (the "Official Statement"): and WHEREAS, it appears to this Board that the execution and delivery of the above- referenced documents by the Corporation to the extent called for thereby and the issuance and sale of such bonds as contemplated by such documents will be in furtherance of the purposes of the Corporation; and WHEREAS, it appears that each of the above-referenced documents which has been presented at the meeting at which this Resolution was adopted is in appropriate form and is an appropriate ro riate instrument to be executed and delivered by the respective parties named therein for the purposes intended, Now, THEREFORE, IT IS HEREBY RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPORATION AS FOLLOWS: 1. For the purpose of providing moneys to be made available in the manner and for the purposes described in the documents presented at this meeting, this Board hereby approves the creation and issuance of a series of bonds to be designated "Town of Oro Valley Municipal Property Corporation Senior Lien Water Project Revenue Bonds, Series 2003," to be sold and issued as hereinafter provided (the "Bonds"). 2. The Bonds shall be in an aggregate principal amount, shall bear interest, shall be dated, shall be issued in such form and denominations, shall be payable as to interest and principal on such dates, shall be executed in such manner and shall have such other provisions, including without limitation provisions with respect to redemption prior to maturity, as set forth in the forms of the Bond Indenture and the Purchase Contract presented at the meeting at which this Resolution was adopted, with such additions, deletions and modifications consistent with this Resolution as shall be approved by the officers of the Corporation executing the Bond Indenture and the Purchase Contract, the execution and delivery thereof to constitute conclusive evidence of their approval and of this Board's approval of such additions, deletions or modifications. Notwithstanding the foregoing, the aggregate principal amount of the Bonds shall not exceed $36,000,000, the Bonds shall mature over a period not exceeding the term permitted by the Internal Revenue Code and applicable regulations in order for the interest paid with respect to the Bonds to be exempt from federal income taxation and the Bonds shall be sold at such prices and shall bear interest at such rates as to result in an effective interest rate not to exceed seven ercent (7%) per annum. The President or Vice President is hereby authorized to p execute the Bonds and to cause the same to be delivered as provided in the Bond Indenture and the Purchase Contract as the same are executed and delivered, and the Secretary is hereby authorized to attest the signature of the President or Vice President on the Bonds. 3. The President or Vice President and Secretary are each hereby authorized and directed to approve, execute and deliver or, in the case of those documents to which the Corporation is not a party, to approve the forms of the documents and agreements referred to above calling for such approval, execution or delivery. Such documents shall be substantially in the respective proposed forms presented at the meeting at which this Resolution was adopted, subject to approval by the Corporation's counsel, with such additions, deletions and modifications as shall be approved by those officers executing and delivering the same on behalf of the Corporation, or approving on behalf of the Corporation the forms thereof as executed by theP arties thereto, and such execution and delivery of those documents to be executed on behalf 2 • of the Corporation shall constitute conclusive evidence of their approval, the Corporation's counsel's approval and this Board's approval of any departures therein from the respective forms now before this meeting. 4. The Finance Director of the Town is hereby directed to select an appropriate ro riate institution to serve as the Bond Trustee. The Bond Trustee shall execute and deliver the documents referred to above calling for execution and delivery thereof by the Bond Trustee. The Finance Director of the Town is further directed to select appropriate professionals to provide various professional services with respect to the issuance of the Bonds and as well as to provide for such other matters (including credit enhancement providers if deemed advantageous by the Finance Director of the Town) as are necessary in order to accomplish the purposes of this Resolution. The fees, costs and expenses with respect to the foregoing shall be paid from proceeds of the sale of the Bonds or any other legally available moneys. 5. The distribution by the Underwriter of the Preliminary Official Statement toros ective investors is hereby approved and authorized. The use and distribution by the P P Underwriter of the Official Statement in connection with the offering and sale of the Bonds is hereby approved and authorized. 6. All actions of the officers, directors, and agents of the Corporation that are in conformity with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the Bonds as contemplated by this Resolution and the documents referred to herein, whether heretofore or hereafter taken, shall be and are hereby ratified, confirmed and approved. Thero er officers, directors and agents of the Corporation, and the Town on behalf of the P P Corporation, are hereby authorized and directed to do all such acts and things and to execute, acknowledge and deliver all such documents on behalf of the Corporation as may be deemed g necessary or desirable to carry out the terms and intent of this Resolution and of any of the documents referred to herein. 7. Nothing contained in this Resolution or any document referred to herein shall be construed as obligating the Corporation except as expressly provided herein or therein, or in any event as creating a claim or charge upon the general credit of the Corporation. 8. This Resolution shall take effect immediately upon the adoption hereof. vP PASSED, ADOPTED AND APPROVED on November 5, 2003. TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION By President ATTEST: Secretary 4