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HomeMy WebLinkAboutMunicipal Property Corporation - Resolutions (5) RESOLUTION NO. MPC 01-01 RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE SECOND AMENDMENT TO THE LEASE-PURCHASE AGREEMENT AMONG THIS CORPORATION, THE TOWN OF ORO VALLEY AND WELLS FARGO BANK ARIZONA, N.A.; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF THE SECOND SUPPLEMENT TO THE INDENTURE BETWEEN THIS CORPORATION AND WELLS FARGO BANK ARIZONA, N.A.; AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $15,000,000 TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION EXCISE TAX REVENUE BONDS, SERIES 2001 BY THIS CORPORATION; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF AN AGENCY AGREEMENT PERTAINING TO THE CONSTRUCTION OF FACILITIES TO BE CONSTRUCTED WITH THE PROCEEDS OF SUCH BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A PURCHASE CONTRACT WITH RESPECT TO THE SERIES 2001 BONDS; AUTHORIZING THE NEGOTIATION OF A PURCHASE AGREEMENT CONCERNING THE SALE OF THE CORPORATION'S BONDS; SETTING CONDITIONS AND PARAMETERS WITH RESPECT TO SUCH SALE; AUTHORIZING THE PREPARATION AND APPROVAL OF PRELIMINARY AND FINAL OFFICIAL STATEMENTS PERTAINING TO THE SERIES 2001 BONDS; AUTHORIZING THE TOWN MANAGER OF THE TOWN OF ORO VALLEY TO DEEM SUCH PRELIMINARY AND FINAL OFFICIAL STATEMENTS "FINAL"; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; AND DELEGATING CERTAIN DUTIES. WHEREAS, as of April 1, 1996, the Town of Oro Valley (the "Town") and the Town of Oro Valley Municipal Property Corporation (the "Corporation") entered into a Lease- Purchase Agreement recorded in Docket 10375 at Page 1317, Official Records of Pima County, Pima County Recorder's Office (the "Lease-Purchase Agreement"); and WHEREAS, as of June 1, 1999, the Town and the Corporation entered into a First Amendment to Lease-Purchase Agreement recorded in Docket 11087 at Page 866, Official Records of Pima County Recorder's Office (the "First Amendment"); and WHEREAS, the Town, the Corporation and Norwest Bank Arizona, N.A. (now Wells Fargo Bank Arizona, N.A.), entered into a Trust Indenture dated as of April 1, 1996 (the "1996 Indenture"); providing for the issuance of $28,400,000 Town of Oro Valley Municipal Property Corporation Water System Acquisition Bonds, Series 1996 (the "Series 1996 Bonds"); and WHEREAS, the Town, the Corporation and Norwest Bank Arizona, N.A. entered into a First Supplement to Indenture dated as of June 1, 1999 (the "First Supplement") providing for the issuance of$4,930,000 Town of Oro Valley Municipal Property Corporation Excise Tax Revenue Bonds, Series 1999 (the "Series 1999 Bonds"); and WHEREAS, the Town and the Corporation now wish to issue a series of Bonds (the "Series 2001 Bonds") as "Additional Obligations" as defined in the Indenture and to use the KCH:ceg 374358.02 02/27/01 proceeds thereof to (1) construct and equip (a) improvements to the Town's water system (the "Series 2001 Water System Improvements") and (b) a municipal public library (the "Library"); (2) acquire certain water rights (the "Series 2001 Water Rights"); (3) fund any additional Reserve Fund contribution pertaining to the Series 2001 Bonds or purchasing a Qualified Surety Obligation for such purpose; and (4) pay the costs of issuance of the Series 2001 Bonds (collectively, the "Series 2001 Project"); and WHEREAS, to accomplish the Series 2001 Project, the Corporation will cause to be issued its Town of Oro Valley Municipal Property Corporation Excise Tax Revenue Bonds, Series 2001, through a second supplement to the 1996 Indenture, dated as of April 1, 2001 (the "Second Supplement") (the 1996 Indenture, as supplemented by the First Supplement and the Second Supplement, is referred to herein as the "Trust Indenture"); and WHEREAS, the Town and the Corporation have entered into a lease of certain facilities owned or being purchased by the Town (the "Facilities Lease"); under the Facilities Lease, the Town leases to the Corporation the real property whereon the Library will be constructed; and WHEREAS, to provide for payment of the Series 2001 Bonds the Corporation and the Town will enter into the second amendment to the Lease-Purchase Agreement (the "Second Amendment ") to be dated as of the date of the Series 2001 Bonds, in order to obtain the financing, for the Series 2001 Project (the Lease-Purchase Agreement, as amended by the First amendment and the Second Amendment, is referred to herein as the "Lease"); and WHEREAS, the Corporation wishes to aid the Town by financing the Series 2001 Project; and WHEREAS, this Corporation deems it necessary to finance the Series 2001 Project through the Second Amendment and the Second Supplement and to issue and sell not to exceed $15,000,000 Series 2001 Bonds and to increase the Rental Payments (as defined in the Trust Indenture) to be made by the Town pursuant to the terms of the Second Amendment to cover the increased debt service caused by the issuance of the Series 2001 Bonds; and WHEREAS, the Town will act as the agent of the Corporation for the purpose of advertising for bids for the construction of portions of the Series 2001 Project, awarding the contract for construction of portions of the Series 2001 Project, and acting for or in the stead of the Corporation in all other respects concerning the construction and acquisition of the Series 2001 Project pursuant to an agency agreement (the "Agency Agreement"); and WHEREAS, there have been placed on file with the Secretary of the Corporation and presented to the meeting at which this 2001 Corporation Resolution was adopted (i)the proposed form of the Second Amendment; (ii) the proposed form of the Second Supplement; (iii)the proposed form of the Agency Agreement; (iv) the proposed forms of the 2001 Corporation and 2001 Town Resolutions; (v) a draft of the Preliminary Official Statement relating to the Series 2001 Bonds; and (vi) the proposed form of Facilities Lease; and WHEREAS, the Series 2001 Bonds will be sold through negotiation to Peacock, Hislop, Staley & Given, Inc. (the "Original Series 2001 Purchaser"), pursuant to a purchase KCH:ceg 374358.02 02/27/01 -2- agreement (the "Series 2001 Purchase Agreement") and in accordance with the conditions and parameters set forth herein; and WHEREAS, to finance the Series 2001 Project, the Corporation hereby adopts this 2001 Corporation Resolution and approves and authorizes the execution of the Second Amendment, the Second Supplement, the Agency Agreement, the Facilities Lease and the Series 2001 Purchase Agreement and the issuance and sale of the Series 2001 Bonds; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION,THAT: Section 1. Definitions. "Facilities Lease" means the Lease entered into by and between the Corporation, as lessee therein, and the Town, as lessor or sub-lessor therein (as the case may be), pertaining to the lease by the Town to the Corporation of the real property described in Exhibit A to the Facilities Lease upon which the Library will be constructed. "First Amendment" means the First Amendment to the Lease-Purchase Agreement dated as of June 1, 1999. "First Supplement" means the First Supplement to Trust Indenture dated as of June 1, 1999. "Indenture" means the Trust Indenture, as supplemented by the First Supplement, the Second Supplement and all later supplements. "Lease" means the Lease-Purchase Agreement, as amended by the First Amendment, the Second Amendment and all later amendments. "Leased Property" means the real property described in Exhibit A to the Facilities Lease upon which the Library will be constructed, the Library, the Series 2001 Water System Improvements and the Series 2001 Water Rights. The Leased Property is more fully described in Exhibit A attached to the Second Amendment. "Library" means a municipal public library and all equipment, furnishings and fixtures related thereto. "Original Series 2001 Purchaser" means Peacock, Hislop, Staley & Given, Inc., the original purchaser of the Series 2001 Bonds. "Rental Payments" mean the payments to be made by the Town under the Lease. "Second Amendment" means the Second Amendment to the Lease-Purchase Agreement, dated as of April 1, 2001. "Second Supplement" means the Second Supplement to Trust Indenture, dated as of April 1, 2001. KCH:ceg 374358.02 02/27/01 -3- "Series 1996 Bonds" mean the Town of Oro Valley Municipal Property Corporation Municipal Water System Acquisition Bonds, Series 1996. "Series 1999 Bonds" mean Town of Oro Valley Municipal Property Corporation Excise Tax Revenue Bonds, Series 1999. "Series 2001 Bonds" mean the Town of Oro Valley Municipal Property Corporation Excise Tax Revenue Bonds, Series 2001. "Series 2001 Bond Insurer" means the issuer of the Series 2001 Bond Insurance Policy. "Series 2001 Bond Insurance Policy" means the Bond Insurance Policy pertaining to the Series 2001 Bonds. "Series 2001 Continuing Disclosure Agreement" means the Continuing Disclosure Undertaking of the Town substantially in the form attached to the Preliminary Official Statement pertaining to the Series 2001 Bonds. "Series 2001 Project" means (1) construction and equipping of: (a)the Series 2001 Water System Improvements and (b) the Library; (2) acquiring the Series 2001 Water Rights; (3) funding any additional Reserve Fund contribution pertaining to the Series 2001 Bonds or purchasing a Qualified Surety Obligation for such purpose; and (4) the payment of the costs of issuance of the Series 2001 Bonds. "Series 2001 Purchase Agreement" means the Purchase Agreement pertaining to the initial purchase of the Series 2001 Bonds among the Original Series 2001 Purchaser, the Corporation and the Town. "Series 2001 Rental Payments" mean the additional Rental Payments to be made by the Town under the Second Amendment which are assigned by the Corporation to the Trustee by the Second Supplement. "Series 2001 Water System Improvements" mean the water facilities to be constructed or acquired with a portion of the proceeds of the Series 2001 Bonds. "Series 2001 Water Rights" means the allocation of Central Arizona Project water as described in the Second Amendment. Section 2. Findings and Determinations. A. On behalf of this Corporation, this Board finds and determines as follows: 1. The Series 2001 Bonds will be issued as "Additional Obligations" for purposes of the Lease and the Indenture. 2. Such additional obligations are hereby authorized to be issued to finance the cost of the Series 2001 Project which finance facilities suitable for use by the Town or its agencies or instrumentalities. KCH:ceg 374358.02 02/27/01 -4- 3. The issuance of such additional obligations is hereby determined and declared to be necessary for the purpose of the acquisition, construction, equipping and completion of the Series 2001 Project. 4. This Corporation is in compliance with all covenants and undertakings set forth in the Lease and in the Indenture. 5. The proceeds of the sale of the Series 2001 Bonds will be applied solely to finance the cost of acquiring, constructing, reconstructing or improving domestic water systems, buildings, equipment and other real and personal properties suitable for use by and leasing to the Town or its agencies or instrumentalities, or to refinance or refund any bonds or other obligations which had been issued for such purposes, and the issuance thereof is hereby determined and declared by this Corporation to be necessary for that purpose. 6. The Series 2001 Bonds, as additional obligations (as defined in the Indenture), shall be equally and ratably secured by the Lease without preference as to priority of any of the Series 2001 Bonds over the Series 1996 Bonds, the Series 1999 Bonds and any other Bonds or other obligations, except as expressly provided in the Indenture. 7. The conditions of Section 3.03, 3.05 and 7.05 of the Lease are, as of the date hereof, and will be, at the date of issuance of the Series 2001 Bonds, fully satisfied. B. Further, on behalf of this Corporation, this Board finds and determines that the design, acquisition, construction and equipping of the Series 2001 Project pursuant to the terms of the Lease, the issuance of the Series 2001 Bonds pursuant to the Indenture, the entry into the Second Amendment, the Second Supplement, the Agency Agreement, the Facilities Lease and the Series 2001 Purchase Agreement are all in furtherance of the Corporation and the Town's purposes, in the public interest and will enhance the standard of living within the Town. Section 3. Authorization of the Series 2001 Bonds. This Board hereby authorizes the sale, issuance and delivery of the Series 2001 Bonds by the Corporation. The Series 2001 Bonds shall be designated "Town of Oro Valley Municipal Property Corporation Excise Tax Revenue Bonds, Series 2001 and shall be issued in a principal amount of not to exceed $15,000,000. The Series 2001 Bonds shall be in the denomination of $5,000 or any integral multiples thereof; all Series 2001 Bonds shall be dated April 1, 2001, and shall bear interest from such date payable on January 1 and July 1 of each year, commencing July 1, 2001 or such later date as the President of this Corporation, with the concurrence of the Mayor of the Town, may approve. The Bonds shall bear interest at rates per annum which shall not exceed 7.5% per annum, and shall mature on July 1 in not to exceed thirty (30) years from the date of the Bonds. The forms, terms and provisions of the Series 2001 Bonds and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Indenture and as such, are hereby approved. If the terms and conditions of the Series 2001 Purchase Agreement meet the terms and conditions for the Bonds set forth herein, then the sale of the Series 2001 Bonds to Peacock, Hislop, Staley & Given, Inc. (the "Original Series 2001 Purchaser") pursuant to the provisions of the Series 2001 Purchase Agreement is hereby authorized. The Series 2001 Bonds shall be KCH:ceg 374358.02 02/27/01 -5- delivered to or upon the order of the Original Series 2001 Purchaser upon receipt of payment therefor. The officers, employees and attorneys of the Town are hereby vested with all power and authority to issue, sell and deliver the Series 2001 Bonds in accordance herewith. Section 4. Authorization of Documents. A. The form, terms and provisions of the Second Amendment, the Second Supplement, the Agency Agreement, the Facilities Lease substantially in the form of such documents (including the exhibits thereto) presented at the meeting of this Board at which this 2001 Corporation Resolution was adopted are hereby approved, with such insertions, deletions and changes as shall be approved by the Mayor or the Finance Director of the Town, with the concurrence of the President. The President, with the concurrence of the Mayor of the Town, is specifically authorized to insert the final terms and conditions of the Series 2001 Bonds in any of the foregoing documents, so long as such term and conditions are within the parameters of this 2001 Corporation Resolution. The President, with the concurrence of the Mayor of the Town, is hereby authorized and directed to execute and deliver those documents which are to be executed by or for this Corporation and such other documents and instruments and make such certifications and declarations as are necessary to complete the transaction and the execution of such documents shall be conclusive evidence of such approval. B. The President is authorized and directed to execute and deliver the Second Amendment, the Second Supplement, the Agency Agreement, the Facilities Lease and the Series 2001 Purchase Agreement, and any and all other such documents and instruments as are necessary to complete the transactions contemplated therein and the Secretary or the Assistant Secretary are authorized and directed to attest thereto. Section 5. The Official Statement. The draft Preliminary Official Statement presented at the meeting at which this 2001 Corporation Resolution was adopted is hereby approved for use with respect to the sale of the Series 2001 Bonds. The Town Manager shall oversee the final preparation of the Preliminary Official Statement. The President, with the concurrence of the Town Manager, is authorized and empowered on behalf of this Corporation to deem such preliminary official statement "final" for all purposes of Section 240.15c2-12, General Rules and Regulations, Securities Exchange Act of 1934 (the "Rule"), and its circulation and distribution by the Town, the Corporation and the Original Series 2001 Purchaser are hereby approved. The Town and the Corporation will cause the final official statement (the "Official Statement") in substantially the form of the Preliminary Official Statement referred to above to be prepared and distributed with the Series 2001 Bonds. The President, with the concurrence of the Mayor of the Town, is authorized to act on behalf of this Corporation to approve, execute and deliver the Official Statement on behalf of this Corporation and such execution by the President shall be deemed conclusive evidence of approval of the Official Statement and that the Official Statement has been "deemed final" pursuant to the Rule. The President of the Corporation is authorized to execute the Official Statement. Section 6. Request for Trustee and Town Action. This Corporation hereby requests the Town and the Trustee to take any and all actions necessary to cause the issuance, sale and delivery of the Series 2001 Bonds. This Corporation hereby requests the Town and the Trustee to take any and all action necessary in connection with the execution and delivery of the KCH:ceg 374358.02 02/27/01 -6- } Second Amendment, the Agency Agreement, the Second Supplement, the Facilities Lease, the Series 2001 Purchase Agreement and the Continuing Disclosure Agreement. Section 7. The Purchase Agreement and Insurance. This Corporation hereby authorizes the execution of, and requests the Town to execute and enter into, the Series 2001 Purchase Agreement upon approval of the final terms and conditions and to cause the Series 2001 Bonds to be sold to the Original Series 2001 Purchaser pursuant to the terms thereof. The Series 2001 Bond proceeds shall be used only to construct the Series 2001 Project and pay all costs and expenses of the issuance, sale and insurance, if applicable, pertaining to the Series 2001 Bonds. The Corporation may expend the Series 2001 Bond proceeds to purchase bond insurance or other credit enhancements for all or part of the Series 2001 Bonds and to purchase reserve fund guarantees or surety bonds to fund any required reserve fund. The Corporation, the Town and the Trustee are authorized and directed to pay or cause to be paid such premiums, fees or costs, together with all other fees, costs and expenses of issuance, from the Series 2001 Bond proceeds. Section 8. Pledge of Excise Taxes. To secure the payment of the increased Lease Payments provided for in the Second Amendment, the Corporation hereby accepts the Town's pledge of its excise taxes. For all purposes of this 2001 Corporation Resolution the term "Excise Taxes" shall mean all excise, transaction, privilege, franchise and income taxes which the Town now collects, which the Town may collect in the future, or which are allocated or apportioned to the Town by the State of Arizona or any political subdivision thereof, or by any other governmental unit or agency, EXCEPT the Town's share of any excise and franchise taxes which by State of Arizona law, rule or regulation must be expended for other purposes, such as the motor vehicle fuel tax. The term "Excise Taxes" shall also include all franchise fees, fines and forfeitures collected by the Town and also all charges for services rendered by the Town (charges for services rendered by the Town include only miscellaneous charges and do not include sewer service charges or any other utility rates, fees and charges now or hereafter charged by the Town). This 2001 Corporation Resolution and the execution and delivery of the Second Amendment shall be deemed an amendment to all assigned agreements (as defined in the Indenture) to include in the pledge of excise taxes all franchise fees, fines and forfeitures collected by the Town. For all purposes of this 2001 Corporation Resolution the term "Lease Payments" shall mean the payments to be made by the Town pursuant to the Lease. The Lease commits the Town to pay Rental Payments for a certain period during the time the Series 1996 Bonds, the Series 1999 Bonds, the Series 2001 Bonds and any additional obligations (all as defined in the Indenture) will be outstanding. The aggregate of Rental Payments to be made under the Lease are intended to be co-extensive with the principal and interest payments to be paid by the Corporation on the Series 1996 Bonds, the Series 1999 Bonds, the Series 2001 Bonds and all Bonds and additional obligations issued pursuant to the Trust Indenture on a parity therewith. Section 9. Resolution a Contract. After any of the Series 2001 Bonds are delivered by the Trustee to the Original Series 2001 Purchaser thereof upon receipt of payment therefor, this 2001 Corporation Resolution shall be and remain irrepealable until the Series 2001 Bonds and the interest thereon shall have been fully paid, cancelled and discharged. KCH:ceg 374358.02 02/27/01 -7- Section 10. Authorization and Ratification. A. All actions of the officers and agents of this Corporation, the Town or the Mayor and Town Council of the Town which conform to the purposes and intent of this 2001 Corporation Resolution and which further the issuance and sale of the Series 2001 Bonds as contemplated by this 2001 Corporation Resolution, whether heretofore or hereafter taken are ratified, confirmed and approved. The proper officers and agents of this Corporation are authorized and directed to do all such acts and things and to execute and deliver all such documents on behalf of this Corporation as may be necessary to carry out the terms and intent of this 2001 Corporation Resolution. B. The Corporation accepts the designation as the Town's nominee to acquire by lease any portion of the Series 2001 Project not now owned by the Corporation. Section 11. Severability. If any section, paragraph, clause or phrase of this 2001 Corporation Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or phrase shall not affect any of the remaining provisions of this 2001 Corporation Resolution. Section 12. Waiver of Inconsistency. All orders and resolutions or parts thereof inconsistent herewith are hereby waived to the extent only of such inconsistency. This waiver shall not be construed as reviving any order, resolution or ordinance or any part thereof. PASSED, ADOPTED AND APPROVED on March 20, 2001. /fir- ), Preside , Town of 0 alley, Municipal Property Corporation ATTE • or Secretary, Town of Oro Valley Municipal Property Corporation APPROVED AS TO FORM: GUST R•SEN LD P.L.C. J S,lecial Counsel KCH:ceg 374358.02 02/27/01 -8-