HomeMy WebLinkAboutMunicipal Property Corporation - Resolutions (7) RESOLUTION NO.MPC 99-01
RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY OF THE FIRST AMENDMENT TO THE LEASE-PURCHASE AGREEMENT
AMONG THIS CORPORATION, THE TOWN OF ORO VALLEY AND NORWEST BANK
ARIZONA,N.A.; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF THE
FIRST SUPPLEMENT TO THE INDENTURE BETWEEN THIS CORPORATION AND
NORWEST BANK ARIZONA, N.A.; AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$5,000,000 TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION EXCISE
TAX REVENUE BONDS, SERIES 1999 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 1999 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 1999
BONDS; AUTHORIZING THE CITY 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,the Town,the Corporation and Norwest Bank Arizona,N.A., entered into a
Trust Indenture dated as of April 1, 1996(the "Trust 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 and the Corporation now wish to issue a series of Bonds(the
"Series 1999 Bonds")as "Additional Obligations" as defined in the Indenture and to use the proceeds
thereof to(1)construct and equip(a)water facilities to tie the 1992 Project(as defined herein) into the
Town's existing water system and(b) a Development Services Building(as defined herein), (2) refund
and refinance the Town's following obligations: (a)the Series 1992 Bonds (as defined herein)and
(b)the Tucson Settlement(as defined herein),the land described in Exhibit A, (3) funding any additional
Reserve Fund contribution pertaining to the Series 1999 Bonds or purchasing a Qualified Surety
Obligation for such purpose and (4)pay the costs of issuance of the Series 1999 Bonds(collectively,the
"Series 1999 Project"); and
WHEREAS,to accomplish the Series 1999 Project,the Corporation will cause to be
issued its Town of Oro Valley Municipal Property Corporation Excise Tax Revenue Bonds, Series 1999,
through a supplement to the Indenture, dated as of June 1, 1999, (the "First Supplement"); 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
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leases the Series 1992 Project, and the Real Property whereon the Development Services Building will
be constructed to the Corporation; and
WHEREAS,to provide for payment of the Series 1999 Bonds the Corporation and the
Town will enter into the first amendment to the Lease-Purchase Agreement(the "First Amendment")to be
dated as of the date of the Series 1999 Bonds, in order to obtain the financing, for the Series 1999 Project;
and
WHEREAS,the Corporation wishes to aid the Town by financing the Series 1999 Project;
and
WHEREAS,this Corporation deems it necessary to finance the Series 1999 Project
through the First Amendment and the First Supplement and to issue and sell not to exceed$5,000,000
Series 1999 Bonds and to increase the Rental Payments(as defined in the Indenture)to be made by the
Town pursuant to the terms of the First Amendment to cover the increased debt service caused by the
issuance of the Series 1999 Bonds;and
WHEREAS,the Town will act as the agent of the Corporation for the purpose of
advertising for bids for the construction portion of the Series 1999 Project, awarding the contract for
construction of the Series 1999 Project, and acting for or in the stead of the Corporation in all other respects
concerning the construction of the Series 1999 Project pursuant to an agency agreement(the "Agency
Agreement"); and
WHEREAS,the Town has heretofore received construction bids for improvements to the
Town's Water System to tie in the Facilities acquired in the Town's Water Improvement District No 1; and
WHEREAS,there have been placed on file with the Secretary of the Corporation and
presented to the meeting at which this 1999 Corporation Resolution was adopted(i)the proposed form of
the First Amendment; (ii)the proposed form of the First Supplement;(iii)the proposed form of the Agency
Agreement;(iv)the proposed forms of the 1999 Corporation and 1999 Town Resolutions; (v)a draft of the
Preliminary Official Statement relating to the Series 1999 Bonds(vi)the proposed form of Depository Trust
Agreement; and(vii)the proposed form of Facilities Lease; and
WHEREAS,the Series 1999 Bonds will be sold through negotiation to Peacock,Hislop,
Staley&Given,Inc.,(the "Original Series 1999 Purchaser")pursuant to a purchase agreement(the Series
1999 Purchase Agreement")and in accordance with the conditions and parameters set forth herein; and
WHEREAS,to finance the Series 1999 Project,the Corporation hereby adopts this 1999
Corporation Resolution and approves and authorizes the execution of the First Amendment,the First
Supplement,an Agency Agreement,the Facilities Lease,the Depository Trust Agreement and the Series
1999 Purchase Agreement and the issuance and sale of the Series 1999 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.
"Development Services Building" means an office building to be located in the vicinity
of the Town's Town Hall which will house the administration offices of the Community Development
Department,the Planning and Zoning Division, the Building Safety Division and the Department of
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Public Works of the Town. In addition, such facility will include a hearing room for use by the Planning
and Zoning Commission, the Development Review Board,the Board of Adjustment and other
community groups of the Town.
"District System" or "1992 Project" means the water system formerly owned by the
Metropolitan Water Company, but acquired from Tucson with Series 1992 Bond proceeds.
"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 1992 Project and the real property described in Exhibit A to the
Facilities Lease upon which the Development Services Building 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 and all
later supplements.
"Lease" means the Lease-Purchase Agreement, as amended by the First Amendment and
all later amendments.
"Leased Property" means the Series 1992 Project, the real property described in
Exhibit A to the Facilities Lease upon which the Development Services Building will be constructed
and the Development Services Building and the Series 1999. Water System Improvements water system.
The Leased Property is more fully described in Exhibit A attached to the First Amendment.
"Original Series 1999 Purchaser" means Peacock, Hislop, Staley& Given, Inc., the
Original Purchaser of the Series 1999 Bonds.
"Prepayments" mean any prepayments made pursuant to the Lease.
"Project" means all or part of the following: (i) a domestic water system serving
customers within and without the boundaries of the Town, said water system is commonly known as the
Canada Hills Water System and is more specifically described in the asset purchase agreement entered
into between the Corporation and Canada Hills Water Company Limited Partnership, an Arizona limited
partnership, (ii) a domestic water system serving customers within the boundaries of the Town, said
water system is commonly known as the Rancho Vistoso Water System and is more specifically
described in the asset purchase agreement entered into between the Corporation and Ranch Vistoso
Water Company, an Arizona corporation, (iii)the Series 1999 Project, and(iv) such other buildings,
equipment and other real and personal properties suitable for use by and for leasing to the Town or its
agencies or instrumentalities, including but not limited to domestic water system, as may hereafter be
subject to the Lease as amended or supplemented.
"Rental Payments" mean the payments to be made by the Town under the Lease.
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"Series 1992 Bonds" mean Town of Oro Valley Water Improvement District No. 1
Special Assessment and Water Revenue Bonds, Series 1992, originally issued in the aggregate principal
amount of$1,175,000 of which $935,000 are Outstanding as of June 1, 1999.
"Series 1996 Bonds" mean the Town of Oro Valley Municipal Property Corporation
Municipal Water System Acquisition Bonds, Series 1996.
"Series 1999 Acquisition Fund" means the fund created in Section 5.13 of the
Indenture.
"Series 1999 Bonds" mean the Bonds authorized pursuant to the First Supplement.
"Series 1999 Bond Insurer" means the issuer of the Series 1999 Bond Insurance Policy.
"Series 1999 Bond Insurance Policy" means the Bond Insurance Policy pertaining to
the Series 1999 Bonds.
"Series 1999 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 1999 Bonds.
"Series 1999 Depository Trust Agreement" shall mean the agreement between the
Corporation and Bank One Arizona,N.A., as Depository Trustee pertaining to the safekeeping of moneys
and securities held in trust irrevocably for the payment of the Series 1992 Bonds.
"Series 1999 Project" means (1) construction and equipping(a)the Series 1999 Water
System Improvements and(b)the Development Services Building, (2)the refunding and refinancing of
the Town's following obligations: (a)the Series 1992 Bonds and (b)the Tucson Settlement, (3) funding
any Additional Reserve Fund contribution pertaining to the Series 1999 Bonds or purchasing a Qualified
Surety Obligation for such purpose and(4)the payment of the costs of issuance of the Series 1999
Bonds.
"Series 1999 Purchase Agreement" means the Purchase Agreement pertaining to the
initial purchase of the Series 1999 Bonds among the Original Series 1999 Purchaser,the Corporation and
the Town.
"Series 1999 Rental Payments" mean the additional Rental Payments to be made by the
Town under the First Amendment which are assigned by the Corporation to the Trustee by the First
Supplement.
"Series 1999 Water System Improvements" mean the water facilities to be constructed
or acquired to tie the 1992 Project into the Town's water system.
"Tucson" means the City of Tucson, Arizona.
"Tucson Settlement" means the settlement agreement among Tucson,the Town and the
Metropolitan Domestic Water Improvement District of Pima County, Arizona,which requires the Town
to pay to Tucson the outstanding amount of$767,368.48 (as of June 1, 1999)payable in monthly
installments at an interest rate of 5.30% per annum.
Section 2.
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A. On behalf of this Corporation,this Board finds and determines as follows:
1. That the Series 1999 Bonds will be issued as "Additional Obligations" for
purposes of the Lease-Purchase Agreement, as amended by the First Amendment, and of the Indenture,as
supplemented by the First Supplement.
2. That such Additional Obligations are hereby authorized to be issued to
finance the cost of the Series 1999 Project,which finance or refinance facilities suitable for use by the Town
or its agencies or instrumentalities.
3. That 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 1999 Project.
4. That this Corporation is in compliance with all covenants and
undertakings set forth in the Lease-Purchase Agreement(as amended by the First Amendment,the "Lease")
and in the Indenture,as all may have been amended or supplemented.
5. That the proceeds of the sale of the Series 1999 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. That the Series 1999 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 1999 Bonds over the Series 1996 Bonds and any other Bonds or other Obligations,except as
expressly provided in the Indenture,as so supplemented.
7. That the conditions of Section 3.03,3.05 and 7.05 of the Lease-Purchase
Agreement are, as of the date hereof,and will be,at the date of issuance of the Series 1999. 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 1999 Project pursuant to the terms of the First
Amendment,the issuance of the Series 1999 Bonds,the entry into the First Supplement,the Agency
Agreement,the Facilities Lease, and the Series 1999 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.
This Board hereby authorizes the sale, issuance and delivery of the Series 1999 Bonds by
the Corporation. The Series 1999 Bonds shall be designated"Town of Oro Valley Municipal Property
Corporation Excise Tax Revenue Bonds, Series 1999 and shall be issued in a principal amount of not to
exceed$5,000,000. The Series 1999 Bonds shall be in the denomination of$5,000 or any integral multiples
thereof; all Series 1999 Bonds shall be dated June 1, 1999,and shall bear interest from such date payable on
January 1 and July 1 of each year,commencing January 1,2000 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. It shall be a condition to the sale and delivery of the Bonds
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that the interest rate not exceed the maximum rate set forth in this Section and the term of such Bonds
not exceed thirty(30)years as herein set forth.
The forms,terms and provisions of the Series 1999 Bonds and the provisions for the
signatures,authentication, payment,registration,transfer,exchange,redemption and number shall be as set
forth in the Indenture,as supplemented by the First Supplement,and as such,are hereby approved.
If the terms and conditions of the Series 1999 Purchase Agreement meet the terms and
conditions for the Bonds set forth herein, then the sale of the Bonds to Peacock, Hislop, Staley & Given,
Inc. (the "Original Series 1999 Purchaser")pursuant to the provisions of the Series 1999 Purchase
Agreement is hereby authorized. The Series 1999 Bonds shall be delivered to or upon the order of the
Original Series 1999 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 Bonds in
accordance herewith.
Section 3. A. The form,terms and provisions of the First Amendment,the First
Supplement,the Agency Agreement,the Facilities Lease and the Depository Trust Agreement, substantially
in the form of such documents(including the exhibits thereto)presented at the meeting of this Board at
which this 1999 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 1999 Bonds in any of the foregoing documents, so long
as such term and conditions are within the parameters of this 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 First
Amendment,the First Supplement,the Agency Agreement,the Facilities Lease and the Series 1999
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. The Corporation hereby appoints Thomas Vetrano as Assistant Secretary for the
purposes set forth in this Resolution.
Section 4. The draft Preliminary Official Statement in concept presented at the
meeting at which this Resolution was adopted is hereby approved for use with respect to the sale of the
Series 1999 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 Underwriter 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 1999 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.
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Section 5. 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 1999 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 First Amendment,the Agency Agreement,the First Supplement,the
Depository Trust Agreement,the Facilities Lease,the Series 1999 Purchase Agreement and the Continuing
Disclosure Undertaking.
Section 6. This Corporation will do all things necessary to complete in the issuance,
sale and delivery of the Series 1999 Bonds. All officers,employees, agents and attorneys of this
Corporation are authorized to take all acts,do all things and execute and deliver all contracts,certificates
and other documents,whether or not enumerated herein,which are necessary or desirable in order to carry
out all purposes and intents of this 1999 Corporation Resolution and to cause the construction of the Series
1999 Project,enter into the First Amendment and enter into the First Supplement.
Section 7. This Corporation hereby authorizes the execution of, and requests the
Town to execute and enter into,the Series 1999 Purchase Agreement upon approval of the final terms and
conditions and to cause the Series 1999 Bonds to be sold to the Underwriter pursuant to the terms thereof.
The Series 1999 Bond proceeds shall be used only to construct the Series 1999 Project and pay all costs and
expenses of the issuance, sale and insurance, if applicable, pertaining to the Series 1999 Bonds. The
Corporation may expend the Series 1999 Bond proceeds to purchase bond insurance or other credit
enhancements for all or part of the Series 1999 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 1999 Bond proceeds.
Section 8. To secure the payment of the increased Lease Payments provided for in
the First Amendment,the Corporation hereby accepts the Town's pledge of its Excise Taxes.
For all purposes of this 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 Resolution and the execution and delivery of the First 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 Resolution the term "Lease Payments" shall mean the payments to
be made by the Town pursuant to the Lease-Purchase Agreement,as amended by the First Amendment.
The Lease-Purchase Agreement commits the Town to pay Rental Payments for a certain period during the
time the Series 1996 Bonds and the Series 1999 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-Purchase
Agreement 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 and all Bonds and Additional Obligations on
a parity therewith.
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Section 9. The Series 1999 Bonds are hereby designated as "qualified tax-exempt
obligations" for all purposes of Section 265(b)3 of the Internal Revenue Code of 1986, as amended.
Neither the Town nor the Corporation expect to issue, or have issued on their behalf, during calendar
year 1999, more than $10,000,000 of tax-exempt obligations.
Section 10. After any of the Series 1999 Bonds are delivered by the Trustee to the
Underwriter thereof upon receipt of payment therefor,this Resolution shall be and remain irrepealable until
the Series 1999 Bonds and the interest thereon shall have been fully paid, cancelled and discharged.
Section 11.
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 Resolution and which
further the issuance and sale of the Series 1999 Bonds as contemplated by this Resolution,whether
heretofore or hereafter taken are ratified,confirmed and approved. The proper of 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 1999
Corporation Resolution.
B. The Corporation accepts the designation as the Town's nominee to purchase or
lease any portion of the Series 1999 Project not now owned by the Corporation.
Section 12. If any section, paragraph, clause or phrase of this 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 Resolution.
Section 13. 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 May 19, 1 99
0
President
Town O Oro Valley, a Municipal
Property Corporation
ATTE / :
:ec - .ry, own of Oroal ey
Municipal Property Corporation
APPROVED AS TO FORM:
GUST ROSENFELD P.L.C.
A
Special Counsel
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CERTIFICATION
I, Wendell Cheek ,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. 1999-1 was duly passed by the Board of Directors of the Town of Oro Valley Municipal Property
Corporation at a regularly scheduled meetingheld on May 19, 1999 and the vote was 3 aye's, 0 nay's
rp g y
and Q absent,that the President and Secretary were present thereat.
DATED: May 19, 1999.
ec tary, own of Oro Valley
Municipal Property Corporation
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EXHIBIT A
LEGAL DESCRIPTION FOR
BUILDING AND CANOPY FOOTPRINT
A Building canopy y footprint located in the Northwest 1/4 of Section 11, Township 12 South, Range
p
13 East, G&SRM, Pima County, Arizona, more particularly described as follows:
Commencing at the Northwest corner of said Section 11,thence, S00°01'41"E along the west line of said
Section a distance of 690.97 ft.;
Thence,N89°5 8'19"E a distance of 491.70 ft.to the TRUE POINT OF BEGINNING;
Thence, S44°58'01"E a distance of 91.55 ft.;
Thence, S44°57'32"W a distance of 73.05 ft.;
Thence, S44°14'46"W a distance of 52.54 ft.;
Thence, S45°00'00"E a distance of 35.01 ft.;
Thence, S44°59'l 0"W a distance of 19.11 ft.;
Thence,N45°05'46"W a distance of 44.72 ft.;
Thence, S46°18'07"W a distance of 1.68 ft.;
Thence,N45°1 1'39"W a distance of 46.91 ft.;
Thence,N45°00'00"E a distance of 19.03 ft.;
Thence,N44°54'31"W a distance of 19.60 ft.;
Thence,N45°00'00"E a distance of 4.65 ft.;
Thence,Northerly along a non-tangent curve to the right, having an initial tangent of N7°43'51"W, a
central angle of 105°27'41", a radius of 17.79 ft., an arc distance of 32.74 ft., to a point of non-tangency;
Thence,N45°00'00"E a distance of 2.35 ft.;
Thence,N45°00'00"W a distance of 34.73 ft.;
Thence,N45°00'00"E a distance of 21.00 ft.;
Thence, S45°04'15"E a distance of 18.64 ft.;
Thence,N45°02'52"E a distance of 71.28 ft. more or less to the POINT OF TERMINUS of said footprint.
Containing 13,179 Sq. Ft
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FIRST SUPPLEMENT TO TRUST INDENTURE
THIS FIRST SUPPLEMENT TO TRUST INDENTURE,made and entered into as of
June 1' p 1999 (the "First Supplement") by and between NORWEST BANK ARIZONA, N.A., a national banking association, as Trustee (the "Trustee"), and TOWN OF ORO VALLEY MUNICIPAL
PROPERTY CORPOR.A.TION, an Arizona nonprofit corporation(the "Corporation");
WITNESSETH
WHEREAS, simultaneously with the execution of this First Supplement the Corporation
and the Town of Oro Valley, Arizona (the "Town") have entered into a First Amendment to Lease-
Purchase Agreement (the "First Amendment"), which is the first amendment to that certain Lease-
Purchase Agreement, dated as of April 1, 1996, and recorded in Docket 10375, at Page 1317 in the office
of the County Recorder of Pima County, Arizona (the "Lease-Purchase Agreement"); for all purposes of
this First Supplement the term "Lease" shall mean the Lease-Purchase Agreement, as amended by the
First Amendment; and
WHEREAS, the Corporation and the Town have also entered into a Facilities Lease (as
defined herein); and
WHEREAS, under the First Amendment the Corporation will lease back to the Town,
and the Town will lease back from the Corporation the 1992 Project (as defined herein), the Series 1999
Water Improvements (as defined herein), the Development Services Building (as defined herein) and the
land described in Exhibit A upon which the Development Services Building will be constructed; and
WHEREAS, the Town has pledged certain revenues (the "Excise Taxes") for the
payment of all amounts due under the Lease, but intends to pay all Rental Payments under the Lease
except those allocated to the Development Services Building from Net Revenues of the Water System;
and
WHEREAS, the Corporation and the Trustee have heretofore entered into a Trust
Indenture, dated as of April 1, 1996 (the "Trust Indenture"), which is supplemented by this First
Supplement(the Trust Indenture, as so supplemented, is referred to herein as the "Indenture"); and
WHEREAS, to finance the Series 1999 Project (as herein defined), the Corporation will
cause the Trustee to issue Town of Oro Valley Municipal Property Corporation Excise Tax Revenue
Bonds, Series 1999 (the "Series 1999 Bonds"), each secured by a proportionate interest in the Lease and
the rental payments and prepayments made by the Town under the Lease (the "Rental Payments"), on a
parity, however, with respect to claim upon Rental Payments with the Series 1996 Bonds (as defined
herein) and the Series 1996 Certificates (as defined herein) and any Additional Obligations hereafter
issued or incurred; and
WHEREAS, this First Supplement will provide for the execution and delivery of the
Series 1999 Bonds as Additional Obligations ranking on a parity with the Series 1996 Bonds and the
Series 1996 Certificates(as defined herein).
NOW, THEREFORE, THIS FIRST SUPPLEMENT TO INDENTURE
WITNESSETH, that to secure the payment of Obligation Service Charges (as described in the Trust
Indenture) on the Series 1996 Bonds, Series 1996 Certificates, Series 1999 Bonds and Additional
FHR:rwr 300694.06 5/5/1999
Obligations hereafter issued according to their true intent and meaning, to secure the performance and
observance of all of the covenants, agreements, obligations and conditions contained therein and herein,
and
to declare the terms and conditions upon and subject to which the Obligations (including without
limitation, the Series 1999 Bonds) are and are intended to be issued, held, secured and enforced, and in
consideration of theP remises and the acceptance by the Trustee of the trusts created herein and of the
purchase and acceptance of the Series 1999 Bonds by the Owners thereof, and for other good and
valuable consideration,the receipt of which is acknowledged,the Corporation has executed and delivered
this First Supplement to Indenture and absolutely assigns hereby to the Trustee, and to its successors in
trust, and its and their assigns, all right, title and interest of the Corporation in and to (i) the Facilities
Lease and the First Amendment,the Corporation, however,to remain liable to observe and perform all of
the conditions and covenants in the Facilities Lease and the First Amendment provided to be observed
anderformed byit; (ii) all of the rents, issues and profits payable to or received by the Corporation under
p
the Facilities Lease and the First Amendment described in paragraph (i)above, including without
limitation, all of the Rental Payments to be paid to the Corporation or the Trustee under the terms of the
Facilities Lease and the First Amendment, except payments to the Trustee and the Corporation under
Sections 1.03(iii) and 1.05(ii), (iii), (v) and (vi)of the Lease and the Unassigned Corporation's Rights;
and (iii) all property which is by the express provisions hereof required to be subjected to the lien hereof
( )
and any additional property that may, from time to time hereafter, by delivery or by writing of any kind,
be subjected to the lien hereof, by the Corporation or by anyone in its behalf, including but not limited to
the Corporation's interest in any lease of the Series 1999 Project from the Town to the Corporation which
may be necessary in the event the Town acquires the Series 1999 Project by eminent domain, and the
Trustee is hereby authorized to receive the same at any time as additional security hereunder,
SUBJECT,HOWEVER, to the rights of access and control in the Town as reserved and
granted in Section 9.02 of the Lease;
TO HAVE AND TO HOLD unto the Trustee and its successors in that trust and its and
their assigns forever;
BUT IN TRUST,NEVERTHELESS,and subject to the provisions hereof,
(a) for the equal and proportionate benefit, security and protection of all present and
future Owners of the Obligations issued or to be issued under and/or secured by this Indenture,
(b) for the enforcement of the payment of the principal of and interest and any
premium on the Obligations, when payable, according to the true intent and meaning thereof and of the
Indenture, and
(c) to secure the performance and observance of and compliance with the covenants,
agreements, obligations, terms and conditions of the Indenture, in each case, without preference, priority
or distinction, as to lien or otherwise, of any one Obligation over any other by reason of designation,
number, date of the Obligations or of authorization, issuance, sale, execution, authentication, delivery or
maturity thereof, or otherwise, so that, except as otherwise provided herein, each Obligation of a series
and all Obligations of a series shall have the same right, lien and privilege under the Indenture, and shall
be secured equally and ratably, it being intended that the lien and security hereof shall take effect from the
date hereof, without regard to the date of actual issue, sale or disposition of the Obligations, as though
upon the date hereof all of the Obligations were actually issued, sold and delivered to purchasers for
value;provided,however,that if(i)the principal of the Obligations and the interest due or to become due
thereon together with any premium required by redemption of any of the Obligations prior to maturity,
shall be well and truly paid, at all times and in the manner to which reference is made in the Obligations,
according to the true intent and meaning thereof, or the outstanding Obligations shall have been paid and
-2-
FHR:rwr 300694.06 5/5/1999
discharged in accordance with Article X of the Indenture, and (ii)all of the covenants, agreements,
obligations, terms and conditions of the Corporation under the Indenture shall have been kept, performed
n
and observed, and there shall have been paid to the Trustee, the Registrar and the Paying g Agents all sums
of moneydue or to become due to them in accordance with the terms and provisions hereof, then, the
Indenture and the rights assigned hereby shall cease, determine and be void, except as provided in
Section 10.03 of the Indenture with respect to the survival of certain provisions; otherwise, this First
Supplement to Indenture shall be and remain in full force and effect.
It is declared that all Obligations issued hereunder and secured hereby are to be issued,
authenticated and delivered, and that all Revenues assigned hereby are to be dealt with and disposed of
under, upon and subject to, the terms, conditions, stipulations, covenants, agreements, obligations, trusts,
uses andp �u oses provided herein. The Corporation has agreed and covenanted, and agrees and
covenants with the Trustee and with each and all Owners, as follows:
Section 1 Article I of the Trust Indenture is Supplemented by the Addition of
New Sections 1.03 and 1.04,to Read as Follows:
Section 1.03 Additional Definitions. Unless the context otherwise requires, the
terms defined in the Trust Indenture shall, for all purposes of the First Supplement and the Trust
Indenture, have the meanings therein specified except for the following additions and modifications:
"Development Services Building" means an office building to be located in the vicinity
of the Town's Town Hall which will house the administration offices of the Community Development
Department, the Planning and Zoning Division, the Building Safety Division and the Department of
Public Works of the Town and include a hearing room for use by the Planning and Zoning Commission,
the Development Review Board,the Board of Adjustment and other community groups of the Town.
"District System" or "1992 Project" means the water system formerly owned by the
Metropolitan Water Company, but acquired from Tucson with Series 1992 Bond proceeds.
"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 1992 Project and the real property described in Exhibit A to the
Facilities Lease upon which the Development Services Building 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 and all
later supplements.
"Lease" means the Lease-Purchase Agreement, as amended by the First Amendment and
all later amendments.
"Leased Property" means the Series 1992 Project,the land described in Exhibit A to the
Facilities Lease upon which the Development Services Building will be constructed, the Development
Services Building and the Series 1999 Water System Improvements. The Leased Property is more fully
described in Exhibit A attached to the First Amendment.
-3-
FHR:rwr 300694.06 5/5/1999
"1999 Closing Date" means the date on which the Series 1999 Bonds are delivered to the
Original Series 1999 Purchaser.
"Original Series 1999 Purchaser" means Peacock, Hislop, Staley & Given, Inc., the
Original Purchaser of the Series 1999 Bonds.
"Prepayments" mean any prepayments made pursuant to the Lease.
"Rental Payments" mean the payments to be made by the Town under the Lease.
"Series 1992 Bonds" mean Town of Oro Valley Water Improvement District No. 1
Special Assessment and Water Revenue Bonds, Series 1992, originally issued in the aggregate principal
amount of$1,175,000 of which $935,000 are Outstanding as of June 1, 1999.
"Series 1996 Bonds" mean the Town of Oro Valley Municipal Property Corporation
Municipal Water System Acquisition Bonds, Series 1996.
"Series 1996 Certificates" mean Certificates of Participation, Series 1996, evidencing
proportionate interests of the owners thereof in payments to be made by the Town of Oro Valley,
Arizona, for acquisition of certain real property and improvements pursuant to a Lease-Purchase
>?;c??[a `.>r :3"R"`� 1, 1996, between the Town and Norwest Bank Arizona,N.A., as
Agreement, dated as of� _�a-�������=
Trustee.
"Series 1999 Acquisition Fund" means the fund created in Section 5.13 of the Indenture.
"Series 1999 Bonds" mean Town of Oro Valley Municipal Property Corporation Excise
Tax Revenue Bonds, Series 1999.
"Series 1999 Bond Insurer" means the issuer of the Series 1999 Bond Insurance Policy.
"Series 1999 Bond Insurance Policy" means the Bond Insurance Policy pertaining to the
Series 1999 Bonds.
"Series 1999 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 1999 Bonds.
"Series 1999 Depository Trust Agreement" shall mean the agreement between the
Corporation and Bank One, Arizona, N.A., as Depository Trustee, pertaining to the safekeeping and
administration of moneys and securities held in trust irrevocably for the payment of the Series 1992
Bonds.
"Series 1999 Project" means (1) construction and equipping of: (a)the Series 1999
Water System Improvements and (b)the Development Services Building, (2)the refunding and
refinancing of the Town's following obligations: (a)the Series 1992 Bonds and (b)the Tucson
Settlement, (3) funding any additional Reserve Fund contributions or purchasing a Qualified Surety
Obligation for such purpose, and(4)the payment of the costs of issuance of the Series 1999 Bonds.
"Series 1999 Purchase Agreement" means the Purchase Agreement pertaining to the
initial purchase of the Series 1999 Bonds among the Original Series 1999 Purchaser, the Corporation and
the Town.
-4-
FHR:rwr 300694.06 5/5/1999
"Series 1999 Rental Payments" mean the additional Rental Payments to be made by the
Town pursuant to the First Amendment which are assigned by the Corporation to the Trustee by the First
Supplement.
"Series 1999 Water System Improvements" mean the water facilities to be constructed
or acquired to tie the 1992 Project into the Town's water system.
"Tucson" means the City of Tucson,Arizona.
"Tucson Settlement" means the settlement agreement among Tucson, the Town and the
Metropolitan Domestic Water Improvement District of Pima County, Arizona, which requires the Town
topay to Tucson an outstanding amount of $767,368.49 (as of June 1, 1999) payable in monthly
installments at an interest rate of 5.30% per annum.
In addition to the foregoing, the following term is amend to read as follows (BOLD
CAPITALS INDICATES CHANGED TEXT):
"Project" means all or part of the following: (i)a domestic water system serving
customers within and without the boundaries of the Town, said water system is commonly known as the
Canada Hills Water System and is more specifically described in the asset purchase agreement entered
into between the Corporation and Canada Hills Water Company Limited Partnership,an Arizona limited
partnership, (ii) a domestic water system serving customers within the boundaries of the Town, said water
system is commonly known as the Rancho Vistoso Water System and is more specifically described in
the asset purchase agreement entered into between the Corporation and Ranch Vistoso Water Company,
an Arizona corporation, (iii)the SERIES 1999 PROJECT,and (iv) such other buildings, equipment and
other real and personal properties suitable for use by and for leasing to the Town or its agencies or
instrumentalities, including but not limited to domestic water systems, as may hereafter be subject to the
Lease as amended or supplemented.
Section 1.04 Authorization. Each of the parties hereby represents and warrants that
it has full legal authority and is duly empowered to enter into the First Supplement, and has taken all
actions necessary to authorize the execution of the First Supplement by the officers and persons signing it.
In addition, each side warrants and represents that the First Supplement and the First Amendment comply
in all respects with the requirements of the Trust Indenture to permit the Series 1999 Bonds to be issued
as Additional Obligations under the Trust Indenture.
Section 2 Article II of the Trust Indenture is Supplemented by Addition of
New Sections 2.05,2.06,2.07 and 2.08 to Read as Follows:
Section 2.05 Authorized Obligations and Amount of Series 1999 Bonds. The total
authorized principal amount of Series 1999 Bonds which shall be issued under the provisions of this
Indenture is $5,000,000. The Series 1999 Bonds shall be issued as Additional Obligations.
Section 2.06 Issuance of Series 1999 Bonds. It is determined to be necessary to, and
the Corporation shall, issue, sell and deliver not to exceed $5,000,000 aggregate principal amount of
"Town of Oro Valley Municipal Property Corporation Excise Tax Revenue Bonds, Series 1999". The
Series 1999 Bonds shall be initially issuable only in fully registered book-entry form, substantially as set
forth in Exhibit A-1 to the First Supplement and the Series 1999 Bonds shall mature and bear interest as
follows:
-5-
FHR:rwr 300694.06 5/5/1999
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The Series 1999 Bonds shall be numbered in such manner as determined by the Trustee
in order to distinguish each Series 1999 Bond from any other Obligation. Except when the Series 1999
Bonds are in book-entry-only form,the Series 1999 Bonds shall be in the denominations of$5,000 or any
integral multiple thereof. The Series 1999 Bonds shall be dated as of June 1, 1999; and shall bear interest
from the most recent date to which interest has been paid or duly provided for or, if no interest has been
-6-
FHR:rwr 300694.06 5/5/1999
paid or dulyprovided for, from their date, until paid. Interest shall be payable semiannually on July 1 and
January 1 of each year, commencing January 1, 2000 at the rates set forth above.
Section 2.07 Delivery of Series 1999 Bonds.
(a) Upon the execution and delivery hereof, and satisfaction of the conditions
established in the Indenture for delivery of the Series 1999 Bonds, the Corporation shall execute the
Series 1999 Bonds and deliver them to the Trustee. Thereupon, the Trustee shall authenticate the Series
1999 Bonds and deliver them to, or on the order of,the Series 1999 Original Purchaser in accordance with
this Article and as directed by the Corporation.
(b) Prior to delivery by the Trustee of any Series 1999 Bonds: (i)the Trustee shall
have received a written request and authorization on behalf of the Corporation, signed by the President or
the Secretary, to authenticate and deliver the Series 1999 Bonds to, or on the order of, the Series 1999
Original Purchaser upon payment to the Trustee of the amounts specified therein (including without
limitation, all then accrued interest), which amounts shall be deposited as provided in Article V hereof,
(ii)the Trustee is satisfied that the Corporation is in then compliance with all covenants and undertakings
set forth in the Lease and in the Indenture, (iii)the Trustee shall have received the Obligation Resolution
authorizing the issuance of the Series 1999 Bonds which shall have been duly adopted by the Corporation
and the Trustee is satisfied that such Obligation Resolution meets all requirements of the Indenture,
(iv)the Trustee shall have received a certified copy of the Resolution of the Town authorizing the
execution of the First Amendment and approving the issuance of the Series 1999 Bonds, (v)the Trustee is
satisfied that all conditions which must be satisfied in the Indenture and Sections 3.03, 305 and 7.05 of
the Lease in order for the Series 1999 bonds to be issued as Additional Obligations have been satisfied,
and(vi)the Trustee shall have received:
(a) the First Amendment and the First Supplement, both duly executed by all
parties thereto, and an opinion of Bond Counsel to the effect that the
Series 1999 Bonds will be issued in compliance with the provisions
hereof;
(b) the written opinion of counsel required pursuant to Section 2.04(c)(v)(D)
hereof;
(c) the written opinion of nationally recognized Bond Counsel required by
Section 2.04(c)(v)(E); and
(d) a certificate executed by the Town's Finance Director certifying to the
Town's compliance with the rate covenant contained in Section 3.04 of
the Lease and the coverage test contained in Section 3.05 of the Lease.
Section 2.08 Form of Series 1999 Bonds. So long as the Series 1999 Bonds are
administered as Book-Entry-Only Obligations,the fully registered form of the Series 1999 Bonds and the
assignment to appear thereon shall be substantially in the form set forth in Exhibit A-1, attached to the
First Supplement and incorporated by reference herein. During any period when the Series 1999 Bonds,
or any part thereof, are not administered as Book-Entry Obligations,the fully registered form of the Series
1999 Bonds and the assignment to appear thereon shall be substantially in the form set forth in
Exhibit A-2, attached to the First Supplement and incorporated by reference herein.
Section 3 Article IV of the Trust Indenture is Supplemented by the Addition
of the Following Sections:
-7-
FHR:rwr 300694.06 5/5/1999
Section 4.09 Redemption Provisions
Series 1999 Bond Optional Redemption. Bonds maturing before or on July 1, are
p ....
not subject to redemption prior to their stated maturity date. Series 1999 Bonds maturing on or after
J p
":r be redeemed prior to maturity, in whole or in part,on any Interest Payment Date, in
,T:a ii 1, z�.':,may
ifi'e'Orcier
lt • . • t�.2�Yyin��of maturities designated by the Town on or after July 1, at the redemption prices set forth
(expressed
below as a percentage of principal amount to be redeemed), plus in each case, interest accrued
to the date fixed for redemption:
Redemption Dates Premium
July 1, ,r` ,through June 30,
July 1, ,through June 30, T kkJ,
July 1,771, and thereafter without premium
. .............
Section 4.10. Mandatory Redemption.
Series 1999 Bond Mandatory Redemption. Series 1999 Bonds maturing on July 1,
are subject to mandatory redemption prior to their stated maturity, at random or such other manner, as
selected by the Trustee, on January 1 and July 1 in the years and principal amounts as follows, at a
redemption price equal to the principal amount thereof plus interest accrued to the date of redemption,but
without premium.
Maturity Dates Principal Amount
January 1,
July 1
January 1
July 1, 4 rsr
January 1, '<
July 1,
January 1, {^
.Dt Yf
July 1
, vyta
January 1, a-
July 1,
Maturity
.%R�7 >,:�x.�;,
Whenever Series 1999 Bonds maturing on 1,201:77',or Y J t t 20 }.. } ?3t are
purchased, redeemed(other than by mandatory redemption under this Section 4.10)or are delivered by
the Town to the Trustee for cancellation,the principal amount of the Series 1999 Bonds so retired shall
satisfy and be credited against the mandatory sinking fund requirements for such Series 1999 Bonds in
any order specified by the Town.
Section 4 Article V of the Trust Indenture is Supplemented by the Addition of
the Sections 5.12,5.13 and 5.14:
Section 5.12 Application of Proceeds of Series 1999 Bonds. The proceeds received
by the Trustee from the sale of the Series 1999 Bonds shall forthwith be set aside by the Trustee in the
following respective funds and accounts and in the following order of priority:
-8-
FHR:rwr 300694.06 5/5/1999
(1) The Trustee shall deposit all accrued interest in the Interest Account of the
sp;:1.c.C•,<<fJ°:::".jA;ii?��J.r�:°Y�6�Y�:�,J�;�I�QC�:,
• �� �; .>`:-.�`�ti<r��s��� inthe amount of
Obligation Retirement Fund in the amount of$,:;:y:r;: :.:# � plus capitalized interest
$`••y n:�;i::',.J...'<ihY•i::a•<::12.ay'�L^:ufg•
.♦ Y ,a C v..ti
........ :L.::cx;::o::;•:•:�::^:�:;Ja;::.,,•:;•.;;r;•:�.::;�:;:: ;:•::�::;r:•:r...;r;•:::J:::.;::`x;;a+:.;a....:.:i:::•:<�::;::�:.:;:
(2) $'00'W6?,-"V4 shall be paid to Qrw st Banc.Ari.zorla .A., as Trustee under the
Series 1999 Depository Trust Agreement;
(3) VirFFIN:7' f ll settlement of all amounts owed t e
shall be paid to Tucson as u by
Town on the Tucson Settlement; and
(4) Vii,;r:';' ';'Ncr'shall be deposited in the Reserve Fun or used to acquire a
Qualified Surety Obligation in an amount sufficient to increase the Reserve Fund Value to the Reserve
Fund Requirement; and
(5) The Trustee shall deposit the remainder of the proceeds in the amount of
$ to the Series 1999 Acquisition Fund.
The Original 1999 Purchaser shall pay directly to the Series 1999 Bond Insurer the
amount of$ the insurance premium for the Series 1999 Municipal Bond Insurance Policy, and
receive credit therefore against the purchase price of the Series 1999 Bonds.
Section 5.13. Series 1999 Acquisition Fund: Application of Series 1999 Bond
Proceeds; Disbursements.
A. The Trustee shall establish a special fund, in addition to all other special funds
created under the Indenture, designated as the Series 1999 Acquisition Fund, and the Trustee shall keep
such fund separate and apart from all other funds and moneys held by it and shall administer such fund as
provided herein.
B. The Trustee shall hold the moneys in the Series 1999 Acquisition Fund,
including the investment earnings, if any, for the benefit of the Town to be used to pay all acquisition and
construction costs of the Series 1999 Project, upon written order executed and delivered to the Trustee by
the Town Representative directing such disbursements as follows:
(a) The Trustee shall be responsible for the safekeeping and investment of the
moneys held in the Series 1999 Acquisition Fund. Upon the Town's filing with the Trustee of a certificate
stating that all Series 1999 Project construction and acquisition costs have been paid,the Trustee shall
transfer to the Obligation Retirement Fund, the balance of the moneys remaining in the Series 1999
Acquisition Fund.
(b) The Trustee shall hold the moneys in the Series 1999 Acquisition Fund for the
benefit of the Corporation to pay the costs of issuance of the Series 1999 Bonds and construction of the
Series 1999 Project, upon written order executed and delivered to the Trustee from the Town
Representative directing such disbursements as follows:
(i) In the case of payment of costs of issuance,the Trustee shall disburse
moneys in the Series 1999 Acquisition Fund only upon a requisition signed by a Town
Representative setting forth the amounts to be disbursed for payment or reimbursement of
costs of issuance and the person or persons to whom said amounts are to be disbursed,
stating that the amounts to be disbursed are for costs of issuance properly chargeable to
the Series 1999 Acquisition Fund.
-9-
FHR:rwr 300694.06 5/5/1999
(ii) In the case of payment of the costs of construction of the Series 1999
Project,the Trustee shall disburse moneys in the Series 1999 Acquisition Fund only upon
a requisition signed by a Town Representative setting forth the amounts to be disbursed
for payment or reimbursement of costs of construction.
(c) The Trustee shall be responsible for holding the moneys in the Series 1999
Acquisition Fund and the payment thereof in accordance with this Section. Upon the filing with the
Trustee of a certificate of a Town Representative stating that all of the costs of issuance and costs of
construction of the Series 1999 Project have been paid,the Trustee shall transfer to the Obligation
Retirement Fund the balance of moneys remaining in the Series 1999 Acquisition Fund.
Section 5.14 Disbursement Forms. The forms for disbursement and reimbursement
from the proceeds of the Series 1999 Bonds shall be as set forth on Exhibits B and C to the First
Supplement, respectively.
Section 5 Article IX of the Trust Indenture is Supplemented by the
Addition of New Section 9.07 to read as follows:
Section 9.07 Special Provisions concerning Series 1999 Bonds. Notwithstanding
any other provision of this Indenture, so long as the Series 1999 Bond Insurer is not in default under the
terms of the Series 1999 Bond Insurance Policy,the Trustee shall treat the consent of the Series 1999
Bond Insurer as the consent of the owners of all then outstanding Series 1999 Bonds then insured by such
insurer, and if the Series 1999 Insurer is not in default under the terms of the Series 1999 Bond Insurance
Policy,the Series 1999 Bond Insurer shall be deemed the exclusive owner of all Series 1999 Bonds to
initiate any action or remedy to be undertaken or to approve any modification of amendment to the
Indenture pursuant to Article IX hereof.
To the extent that the Series 1999 Bond Insurer makes payment of principal of, or interest
on the Series 1999 Bonds, it shall become the owner of such Bonds and the appertining interest payments
and shall be fully subrogated to all of the owners rights thereunder, including the owner's right to payment
thereof. If the Series 1999 Bonds, principal or interest is paid by the Series 1999 Bond Insurer pursuant
to the Series 1999 Bond Insurance Policy,the pledge of the Excise Taxes and all of the Town's
Obligations to the owners under the Lease shall continue to exist and the Series 1999 Bond Insurer shall
be fully subrogated to all rights of such owners in accordance with the terms and conditions of the
Indenture and the Series 1999 Municipal Bond Insurance Policy.
Section 6 Article XII of the Trust Indenture is Supplemented by the Addition
of New Sections 12.12, 12.13,and 12.14 to Read as Follows:
Section 12.12 Integration; Incorporation by Reference. All terms and conditions in
each and every Section of the Trust Indenture and the Exhibits thereto which are not modified or
superceded by the First Supplement and which do not conflict with the terms of the First Supplement are
incorporated by reference into the First Supplement, it being deemed the intention of the parties hereto
that the Trust Indenture and the First Supplement shall be construed to be one integrated document.
Section 12.13 Severability. Should any term or provision of the First Supplement or
the application thereof to any person, entity or circumstances, shall to any extent, be held to be invalid or
unenforceable, the remainder of the First Supplement and the Trust Indenture or the application of such
term or provision to persons or circumstances other than those as to which it is invalid or unenforceable
shall not be affected thereby and all other terms and provisions of the First Supplement shall remain valid
and enforceable to the fullest extent permitted by law.
-10-
FHR:rwr 300694.06 5/5/1999
Section 12.14 Full Force and Effect. Notwithstanding the First Supplement, all
warranties,representations and indemnities and other covenants,promises and agreements contained in
the Trust Indenture shall stay in full force and effect as if herein specifically stated except as otherwise
modified by the First Supplement.
IN WITNESS WHEREOF,the parties have executed this First Supplement as of the
day and year first above written.
•
NORWEST BANK ARIZONA,N.A.,as Trustee
By:
Its:
THE TOWN OF ORO VALLEY,MUNICIPAL
PROPERTY CORPORATION,as Corporation
By:
Its:
Exhibit A-1 Book-Entry Bond Form
Exhibit A-2 Non Book-Entry Bond Form
Exhibit B Disbursement Requisition Form
Exhibit C Reimbursement Form
-11-
FHR:rwr 300694.06 5/5/1999
EXHIBIT A-1
REGISTERED REGISTERED
NO. R-
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE&CO.,HAS AN INTEREST HEREIN
(Face of Bond)
UNITED STATES OF AMERICA
STATE OF ARIZONA
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
EXCISE TAX REVENUE BOND, SERIES 1999
Interest Rate: Maturity Date: Issue Date CUSIP:
June 1, 1999
REGISTERED OWNER: CEDE& CO.
PRINCIPAL AMOUNT:
The Town of Oro Valley(Arizona)Municipal Property Corporation, a nonprofit
corporation organized and existing under and by virtue of the laws of the State of Arizona(hereinafter
referred to as the "Corporation"), for value received, hereby promises to pay to the Registered Owner
(named above), or registered assigns,the Principal Amount(stated above)on the aforesaid Maturity Date,
unless this Series 1999 Bond is subject to prior redemption and is redeemed prior to its maturity date and
payment provided therefor, and to pay interest on the Principal Amount at the interest rate shown above.
Interest is payable on January 1 and July 1 of each year, commencing January 1, 2000 (the "interest
payment dates"), from the date of this Series 1999 Bond to its maturity, or until redeemed if redeemed
prior to maturity.
The Principal Amount of this Series 1999 Bond(and any interest due as of the principal
maturity or redemption date)are payable upon presentation and surrender hereof at the corporate trust
office designated by Norwest Bank Arizona,N.A., as Trustee(the "Trustee"). Interest on this Series 1999
Bond other than that due on a principal maturity or redemption date is payable to the registered owner in
accordance with the Rules and Regulations of DTC or to any other registered owner hereof, as shown on
the registration books for this series maintained by the Trustee, at the address appearing therein at the
close of business on the 15th day of the calendar month next preceding that interest payment date(the
"regular record date"). Any interest which is not timely paid or duly provided for shall cease to be
payable to the person who was shown as the registered owner hereof(or of one or more predecessor
Series 1999 Bonds)on the regular record date, but shall be payable to the registered owner hereof(or of
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FHR:rwr 300694.06 5/5/1999
one or moreP redecessor Series 1999 Bonds)at the close of business on a special record date to be fixed
by the Trustee for the payment of that overdue interest. The special record date shall be fixed by the
Trustee whenever moneys become available for payment of the overdue interest and shall not be more
than fifteen (15)nor fewer than ten(10)days prior to the date for the proposed payment. Notice of the
special record date shall be given to registered owners of the Series 1999 Bonds not less than 10 days
prior to the special record date. The principal of and interest on this Series 1999 Bond are payable in
lawful money of the United States of America,without deduction for the services of the Trustee.
Notwithstanding the foregoing, so long as this Series 1999 Bond held by a securities repository it shall be
paid by wire transfer in immediately available funds in accordance with DTC's rules and regulations.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SERIES 1999 BOND SET FORTH ON THE REVERSE HEREOF. THOSE PROVISIONS SHALL
HAVE THE SAME EFFECT FOR ALL PURPOSES AS IF SET FORTH ON THE FACE HEREOF.
It is hereby certified and recited that all conditions, acts and things required by the
Constitution and laws of the State of Arizona to exist,to occur and to be performed precedent to and in
the issuance of this Series 1999 Bond do exist,have occurred and have been performed.
IN WITNESS WHEREOF,the President and Secretary of the Corporation have caused
this Series 1999 Bond to be executed in the name of the Corporation by the facsimile signature of said
President and by the facsimile signature of said Secretary,all as of the date written above.
THE TOWN OF ORO VALLEY MUNICIPAL
PROPERTY CORPORATION
(Facsimile)
President
ATTEST:
(Facsimile)
Secretary
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This Series 1999 Bond is one of Town of Oro Valley Municipal Property Corporation
Excise Tax Revenue Bonds, Series 1999.
Date of Authentication:
NORWEST BANK ARIZONA,N.A., as Registrar
By:
Authorized Representative
A-1-2
FHR:rwr 300694.06 5/5/1999
(Reverse of Bond)
This Series 1999 Bond is one of a duly authorized issue of Series 1999 Bonds of the
Corporation known as its Excise Tax Revenue Bonds, Series 1999(herein called the "Series 1999
:i'l.<:`.v?,.,1.•`.•Wt�..t'::p:\N:<OK+t;:v�J�4i •
• �::��:..�t� �4 R:wr-� purpose of constructinga ne
Bonds),in an aggregate principal amount of$ issued for the p rp
Development Services Building and water system improvements for the Town of Oro Valley,Arizona(the "Town"),refunding certain outstanding Bonds of the Town's Improvement District No. 1, paying an
obligation owed to the City of Tucson,Arizona, increasing the amount(or surety obligation)of the
Reserve Fund to the Reserve Requirement and paying costs of issuance of the Series 1999 Bonds
collectively,the "1999 Project"). Al!of the Series 1999 Bonds are special obligations of the Corporation
(
issued under and equally and ratably secured,both as to principal and interest,by a Trust Indenture, dated
as of April 1, 1996, as supplemented by the First Supplement to Trust Indenture, dated as of June 1,
1999, (as so amended, hereinafter referred to as the Indenture"), from the Corporation to the Trustee.
Reference is hereby made to the Indenture for the nature and extent of the security, a statement of the
terms and conditions upon which the Series 1999 Bonds are issued and secured,the rights of the
registered owners hereof and the terms under which obligations on a parity with the Series 1999 Bonds
have been issued and Additional Obligations may be issued in the future(collectively, "Additional
Obligations").
Pursuant to a Lease-Purchase Agreement, dated as of June 1, 1996, as amended by the
First Amendment to Lease-Purchase Agreement(collectively,the "Lease"),between the Corporation and
the Town of Oro Valley,Arizona(the "Town"),the Corporation will lease the 1999 Project to the Town.
The Rental Payments to be paid by the Town to the Corporation pursuant to the Lease have been assigned
to the Trustee as security for the payment of the Corporation's Series 1996 Bonds, Series 196 Certificates,
Series 1999 Bonds and any other Additional Obligations.
Under the terms of the Lease,the Town has agreed to pay as Rental Payments sums
sufficient to pay,among other things,the principal of and interest on the Series 1999 Bonds as the same
come due, and all charges and expenses of the Corporation and the Trustee. For the payment of the rental
and other payments required under the Lease except for the Rental Payments allocated to the
Development Services Building,the Town expects to use the net revenues of the Town's water system
(the "Water System")and,to the extent such net revenues are insufficient,to use its Excise Taxes(as
defined hereafter). The Town will make all Rental Payments which are allocated to the Development
Services Building from its Excise Taxes and not from Net Revenues. The Town has pledged all its
Excise Taxes as security for the payment of the Rental Payments due under the Lease. The pledge of
Excise Taxes shall be a first lien upon the Excise Taxes as will be sufficient to make the rental and other
payments due pursuant to the Lease. The Series 1999 Bonds(including for all purposes this Bond) are
payable solely from amounts received by the Corporation under the Lease and all amendments thereto.
The Town covenants in the Lease that, to the extent permitted by law,the Excise Taxes shall be retained
and maintained so that all such Excise Taxes shall be at least equal to at least two(2)times the total of
Rental Payments payable under the Lease in any current fiscal year. If such receipts for any such
preceding fiscal year shall not equal two(2)times the rental payment requirements of any current fiscal
year hereunder,the Town shall impose new or increase existing rates on Excise Taxes in order that(i)the
current receipts will be sufficient to meet all current requirements hereunder and(ii)the current year's
receipts will be reasonably calculated to attain the level as required above for the succeeding fiscal year's
rental payment requirements. The Town reserves the right to issue other obligations secured by a pledge
and first lien on the net revenues of the Water System .
Under the Lease, as amended, and this Series 1999 Bond,Excise Taxes mean: all fines
and forfeitures, license and permit fees,transaction privilege(sales)taxes,other transaction privilege,
excise and business taxes, franchise fees and taxes, bed and rental taxes and income taxes which the
Town now collects or may collect in the future, and all state shared sales and income taxes and state
A-1-3
FHR:rwr 300694.06 5/5/1999
revenue sharing collected and allocated or apportioned,now or hereafter,to the Town by the State of
Arizona, any political subdivision thereof, or any other governmental unit or agency, EXCEPT the share
of the Town 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 Town, for itself, its successors and assigns,has covenanted and agreed in the Lease
that, so long as any Rental Payments remain unpaid or unprovided for, it shall not further encumber the
Excise Taxes on a basis equal to the first lien pledge contained in the Lease unless the Excise Taxes
collected in the next preceding fiscal year shall have amounted to at least two(2)times the highest
combined Rental Payments to be made hereunder for any fiscal year(July 1 to June 30)and any payments
to be made on any Additional Obligations then outstanding and any Additional Obligations then proposed
to be secured by a pari passu pledge of the Excise Taxes.
The Series 1999 Bonds enjoy a lien and claim on the Lease Rental Payments on a
pari passu basis with Town of Oro Valley Municipal Property Corporation Municipal Water System
Acquisition Bonds, Series 1996 and Town of Oro Valley Certificates of Participation, Series 1996.
THE TOWN IS NOT AND SHALL NOT BE LIABLE FOR THE PAYMENT FROM
AD VALOREM TAXES OF THE RENTAL PAYMENTS DUE PURSUANT TO THE LEASE OR
PRINCIPAL OF AND INTEREST ON THIS SERIES 1999 BOND. PURSUANT TO THE
INDENTURE, THE SERIES 1999 BONDS ARE SPECIAL OBLIGATIONS OF THE CORPORATION
AND THE AMOUNTS THEREON, AND ON ANY ADDITIONAL OBLIGATIONS ON A PARITY
HEREWITH, SHALL BE PAYABLE SOLELY FROM THE RENTAL PAYMENTS MADE
PURSUANT TO THE LEASE. THE SERIES 1999 BONDS DO NOT AND SHALL NOT
REPRESENT OR CONSTITUTE A DIRECT OR INDIRECT PLEDGE OF THE FULL FAITH AND
CREDIT OF THE TOWN OR OF THE STATE OR OF ANY POLITICAL SUBDIVISION,
MUNICIPALITY OR OTHER AGENCY THEREOF. THE CORPORATION HAS NO TAXING
POWER.
As provided in,and to the extent permitted by the Indenture, or any indenture
supplemental thereto,the rights and obligations of the Corporation and the registered owners of the Series
1999 Bonds may be modified by the Corporation with the written consent of the registered owners of a
majority of the principal amount of all Bonds outstanding, including all Bonds on a parity with the Series
1999 Bonds; provided, however,that no such modification shall effect the reduction of, or the extension
of the stated time of payment of the principal hereof or of the interest hereon, or permit the creation of
any lien on the trust estate prior to or on a parity with the lien of the Indenture(except parity obligations
or other obligations under the conditions set forth in the Indenture)or deprive the registered owner hereof
of the lien created by the Indenture.
Series 1999 Bond Optional Redemption. Series 1999 Bonds maturing before or on
July 1 are not subject to redemption prior to their stated maturity date. Bonds maturing on or after
January 1, v ,may be redeemed prior to maturity, in whole or in part, on any Interest Payment Date, in
the order of maturities designated by the Town on or after July 1, :2;7N, at the redemption prices set forth
below(expressed as a percentage of principal amount to be redeemed), plus in each case, interest accrued
to the date fixed for redemption:
A-1-4
FHR:rwr 300694.06 5/5/1999
Redemption Dates Premium
July 1, �ct.,.c;fin,it ;a,through June 3 0,„•,,,,,Mt
'
July 1, `}' through June 30,
July 1, and thereafter without premium
Series 1999 Bond Mandatory Redemption. Series 1999 Bonds maturing on July 1,‘:7:7S,
are to mandatoryredemption prior to their stated maturity,at random or such other manner, as
subject P
selected by the Trustee, on January 1 and July 1 in the years and principal amounts as follows, at a
redemption price equal to the principal amount thereof plus interest accrued to the date of redemption,but
without premium.
Maturity Dates Principal Amount
January1, ��:';� $K.si;aa,•,'{t :;.<•a`'S`o°\`•F,••:,':r'•,'$:i:\•.,,cy't`'`i;;:ir:cY'Ci^DJ;Y:::ti.::ii';ft::;v:";lr"A:
July 1,
January 1 :
‘-';r417--:;rup•yLY l
July 1,
January 1,
July 1 :£A
January 1, 'VA
x111
� ....:
Jul 1,Aft;
rrwriw!w+rr.��•. �'�S
January 1 ,:. :} ,�'
July 1,T71
Maturity
.::.�w:'.c:t:�Si'::?:i?�ti:r:CwM:R:�:;.rl:::,;:;:{:::Fi;R:i;<;`.:}.:<:;•vY.,`.';iii:>:::!!a':T�GS::.`,c,�'R3:i."}Yi}YSf�F'.<>..y°:a`yA}:fi$
• '-:<:.r J�.C:.:ivn, ....V'.:..C., v.J.. :..:;:}•s;:--4.,•':<;��:fr
At the option of the Town,whenever Bonds maturing on _.:: :::::??.r.k,.:::.n�.
are purchased, redeemed(other than pursuant to the foregoing scheduled Sinking Fund Requirements)or
delivered to the Trustee for cancellation,the principal amount of such Series 1999 Bonds so retired will
satisfy and be credited against the Sinking Fund Requirement(and the corresponding redemption
requirements)relating to such Bonds of the same maturity and in the same manner as the Town
determines; provided,however,that following such reduction each Sinking Fund Requirement is an
multintegraliple p mule of$5,000. Such option must be exercised on or before the 60th day preceding the
applicable mandatory sinking fund retirement date, by the Town furnishing the Trustee a certificate
setting forth the extent of the credit to be applied with respect to the then current Sinking Fund
Requirement. If the certificate is not timely furnished,the Sinking Fund Requirement(and the
corresponding redemption requirement)will not be reduced.
Notice of redemption of the Series 1999 Bonds shall be mailed by first class mail,
postage prepaid, not more than 60 nor less than 30 days prior to the date fixed for redemption,to the
registered owner of each Series 1999 Bond to be redeemed in whole or in part at the registered owner's
address shown on the registration books for the Series 1999 Bonds on the 15th day preceding that
mailing. Failure to mail notice to any registered owner of Series 1999 Bonds shall not affect the validity
of the proceeding for the redemption of Series 1999 Bonds with respect to registered owners of other
Series 1999 Bonds.
The Registrar, initially the Trustee, shall maintain the registration books of the
Corporation for the registration of ownership of each Series 1999 Bond as provided in the Indenture.
This Series 1999 Bond may be transferred on the registration books upon delivery hereof
to the Registrar, accompanied by a written instrument of transfer in form and with guaranty of signature
satisfactory to the Registrar,duly executed by the registered owner of this Series 1999 Bond, or his or her
A-1-5
FHR:rwr 300694.06 5/5/1999
attorney-in-fact or legal representative, containing written instructions as to the details of the transfer. No
transfer of this Series 1999 Bond shall be effective until entered on such registration books.
. In all cases upon the transfer of a Series 1999 Bond,the Registrar shall enter the transfer
of ownership in the registration books and shall authenticate and deliver, in the name of the transferee or
transferees, a new fully registered Series 1999 Bond or Series 1999 Bonds of the denominations of$5,000
or any whole multiple thereof(except that no Series 1999 Bond shall be issued which relates to more than
a single principal maturity)for the aggregate principal amount which the registered owner is entitled to
receive at the earliest practicable time in accordance with the provisions of the Indenture.
The registered owner of one or more Series 1999 Bonds may, upon request, and upon the
surrender to the Registrar of such Series 1999 Bonds, exchange such Series 1999 Bonds for Series 1999
Bonds of other authorized denomination of the same maturity, series, and interest rate together
aggregating the same principal amount as the Series 1999 Bonds so surrendered.
The Corporation or the Registrar shall charge the registered owner of such Series 1999
Bond, for every such transfer or exchange of a Series 1999 Bond, an amount sufficient reimburse it for
any tax, governmental fee or other governmental charge required to be paid with respect to such transfer,
and may require that such charge be paid before any such new Series 1999 Bond shall be delivered. The
Corporation shall pay all initial registration fees on the Series 1999 Bonds. Subsequent owners of Series
1999 Bonds will pay all transfer fees including governmental fees,taxes or charges. The registered owner
of any Series 1999 Bond shall be required to pay any expenses incurred in connection with the
replacement of a mutilated, lost, stolen or destroyed Series 1999 Bond.
The Corporation and the Registrar may, but are not required to,transfer or exchange any
Series 1999 Bonds during the period(i) from the record date to and including the respective interest
payment date or(ii) from fifteen days prior to the selection of Series 1999 Bonds to be redeemed and
including the day on which notice of redemption is given. The Registrar may, but is not required to,
transfer or exchange any Series 1999 Bonds within the periods referred to above,the interest payment on
such Series 1999 Bonds will be made payable to and mailed to the registered owners shown on the bond
register maintained by the Registrar as of the close of business on the respective record date.
This Series 1999 Bond shall not be entitled to any security or benefit under the Indenture
or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have
been signed by the Registrar.
This Series 1999 Bond is a special obligation of the Corporation, and no incorporator,
member, director, officer or agent, as such, past,present or future, of the Corporation shall be personally
liable for the payment hereof.
A-1-6
FI-IR:rwr 300694.06 5/5/1999
[FORM OF ASSIGNMENT]
ASSIGNMENT
For value received,the undersigned sells, assigns and transfers unto the within obligation and irrevocably
constitutes and appoints attorney to transfer that obligation on the books kept for registration thereof,with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
[INSERT PROPER LEGEND]
Notice: The assignor's signature to this assignment
must correspond with the name as it appears upon
the face of the within obligation in every particular,
without alteration or any change whatsoever.
A-1-7
FHR:rwr 300694.06 5/5/1999
EXHIBIT A-2
BOND FORM TO BE USED WHEN A
BOOK-ENTRY-ONLY SYSTEM IS NOT IN EFFECT
REGISTERED REGISTERED
NO. R- � {
(Face of Bond)
UNITED STATES OF AMERICA
STATE OF ARIZONA
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
EXCISE TAX REVENUE BOND, SERIES 1999
Interest Rate: Maturity Date: Issue Date CUSIP:
June 1, 1999
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The Town of Oro Valley(Arizona)Municipal Property Corporation, a nonprofit
corporation organized and existing under and by virtue of the laws of the State of Arizona(hereinafter
referred to as the "Corporation"), for value received, hereby promises to pay to the Registered Owner
(named above), or registered assigns, the Principal Amount(stated above)on the aforesaid Maturity Date,
unless this Series 1999 Bond is subject to prior redemption and is redeemed prior to its maturity date and
payment provided therefor, and to pay interest on the Principal Amount at the interest rate shown above.
Interest is payable on January 1 and July 1 of each year, commencing January 1, 2000(the "interest
payment dates"), from the date of this Series 1999 Bond to its maturity, or until redeemed if redeemed
prior to maturity.
The Principal Amount of this Series 1999 Bond(and any interest due as of the principal
maturity or redemption date)are payable upon presentation and surrender hereof at the corporate trust
office designated by Norwest Bank Arizona,N.A., as Trustee(the "Trustee"). Interest on this Series 1999
Bond other than that due on a principal maturity or redemption date is payable by check mailed to the
registered owner hereof, as shown on the registration books for this series maintained by the Trustee, at
the address appearing therein at the close of business on the 15th day of the calendar month next
preceding that interest payment date(the "regular record date"). Any interest which is not timely paid or
duly provided for shall cease to be payable to the person who was shown as the registered owner hereof
(or of one or more predecessor Series 1999 Bonds)on the regular record date, but shall be payable to the
registered owner hereof(or of one or more predecessor Series 1999 Bonds)at the close of business on a
special record date to be fixed by the Trustee for the payment of that overdue interest. The special record
date shall be fixed by the Trustee whenever moneys become available for payment of the overdue interest
and shall not be more than fifteen (15)nor fewer than ten(10)days prior to the date for the proposed
payment. Notice of the special record date shall be given to registered owners of the Series 1999 Bonds
A-2-1
FHR:rwr 300694.06 5/5/1999
not less than 10 days prior to the special record date. The principal of and interest on this Series 1999
Bond arePaY able in lawful money of the United States of America,without deduction for the services of
the Trustee. Notwithstanding the foregoing, any Series 1999 Bond held by a securities repository shall be
paid by wire transfer in immediately available funds to an account within the continental United States
designated by such registered owner.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SERIES 1999 BOND SET FORTH ON THE REVERSE HEREOF. THOSE PROVISIONS SHALL
HAVE THE SAME EFFECT FOR ALL PURPOSES AS IF SET FORTH ON THE FACE HEREOF.
It is hereby certified and recited that all conditions, acts and things required by the
Constitution and laws of the State of Arizona to exist,to occur and to be performed precedent to and in
the issuance of this Series 1999 Bond do exist, have occurred and have been performed.
IN WITNESS WHEREOF,the President and Secretary of the Corporation have caused
this Series 1999 Bond to be executed in the name of the Corporation by the facsimile signature of said
President and by the facsimile signature of said Secretary, all as of the date written above.
THE TOWN OF ORO VALLEY MUNICIPAL
PROPERTY CORPORATION
(Facsimile)
President
ATTEST:
(Facsimile)
Secretary
•
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This Series 1999 Bond is one of Town of Oro Valley Municipal Property Corporation
Excise Tax Revenue Bonds, Series 1999.
Date of Authentication:
NORWEST BANK ARIZONA,N.A., as Registrar
By:
Authorized Representative
A-2-2
FHR:rwr 300694.06 5/5/1999
(Reverse of Bond)
This Series 1999 Bond is one of a duly authorized issue of Series 1999 Bonds of the
Corporation known as its Excise Tax Revenue Bonds, Series 1999 (herein called the "Series 1999
Bonds"),in an aggregate principal amount of$ ? M° 777777,?L issued for the purpose of constructing a new
Development Services Building and water system improvements for the Town of Oro Valley, Arizona
(the "Town"),refunding certain outstanding Bonds of the Town's Improvement District No. 1,paying an
obligation owed to the City of Tucson, Arizona, increasing the amount(or surety obligation) of the
Reserve Fund to the Reserve Requirement and paying costs of issuance of the Series 1999 Bonds
(collectively,the "1999 Project"). All of the Series 1999 Bonds are special obligations of the Corporation
issued under and equally and ratably secured, both as to principal and interest,by a Trust Indenture, dated
as of April 1, 1996, as supplemented by the First Supplement to Trust Indenture, dated as of June 1, 1999
(as so amended, hereinafter referred to as the Indenture"), from the Corporation to the Trustee. Reference
is hereby made to the Indenture for the nature and extent of the security, a statement of the terms and
conditions upon which the Series 1999 Bonds are issued and secured,the rights of the registered owners
hereof and the terms under which obligations on a parity with the Series 1999 Bonds have been issued
and Additional Obligations may be issued in the future(collectively, "Additional Obligations").
Pursuant to a Lease-Purchase Agreement, dated as of June 1, 1996,as amended by the
First Amendment to Lease-Purchase Agreement(collectively,the "Lease"), between the Corporation and
the Town of Oro Valley, Arizona(the "Town"),the Corporation will lease the 1999 Project to the Town.
The Rental Payments to be paid by the Town to the Corporation pursuant to the Lease have been assigned
to the Trustee as security for the payment of the Corporation's Series 1996 Bonds, Series 1996
Certificates,the Series 1999 Bonds and any other Additional Obligations.
Under the terms of the Lease,the Town has agreed to pay as Rental Payments sums
sufficient to pay, among other things,the principal of and interest on the Series 1999 Bonds as the same
come due, and all charges and expenses of the Corporation and the Trustee. For the payment of the rental
and other payments required under the Lease except for the Rental Payments allocated to the
Development Services Building,the Town expects to use the net revenues of the Town's water system
(the "Water System")and, to the extent such net revenues are insufficient,to use its Excise Taxes(as
defined hereafter). The Town will make all Rental Payments which are allocated to the Development
Services Building from its Excise Taxes and not from Net Revenues. The Town has pledged all its
Excise Taxes as security for the payment of the Rental Payments due under the Lease. The pledge of
Excise Taxes shall be a first lien upon the Excise Taxes as will be sufficient to make the rental and other
payments due pursuant to the Lease. The Series 1999 Bonds(including for all purposes this Bond) are
payable solely from amounts received by the Corporation under the Lease and all amendments thereto.
The Town covenants in the Lease that,to the extent permitted by law,the Excise Taxes shall be retained
and maintained so that all such Excise Taxes shall be equal to at least two(2)times the total of Rental
Payments payable under the Lease in any current fiscal year. If such receipts for any such preceding
fiscal year shall not equal two(2)times the rental payment requirements of any current fiscal year
hereunder,the Town shall impose new or increase existing rates on Excise Taxes in order that(i)the
current receipts will be sufficient to meet all current requirements hereunder and(ii)the current year's
receipts will be reasonably calculated to attain the level as required above for the succeeding fiscal year's
rental payment requirements. The Town reserves the right to issue other obligations secured by a pledge
and first lien on the net revenues of the Water System .
Under the Lease, as amended, and this Series 1999 Bond, Excise Taxes mean: all fines
and forfeitures, license and permit fees,transaction privilege(sales)taxes,other transaction privilege,
excise and business taxes, franchise fees and taxes, bed and rental taxes and income taxes which the
Town now collects or may collect in the future, and all state shared sales and income taxes and state
revenue sharing collected and allocated or apportioned, now or hereafter, to the Town by the State of
A-2-3
FHR:rwr 300694.06 5/5/1999
Arizona, any political subdivision thereof, or any other governmental unit or agency, EXCEPT the share
of the Town 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 Town, for itself, its successors and assigns, has covenanted and agreed in the Lease
that, so long as any Rental Payments remain unpaid or unprovided for, it shall not further encumber the
Excise Taxes on a basis equal to the first lien pledge contained in the Lease unless the Excise Taxes
collected in the next preceding fiscal year shall have amounted to at least two(2)times the highest
combined Rental Payments to be made hereunder for any fiscal year(July 1 to June 30)and any payments
to be made on any Additional Obligations then outstanding and any Additional Obligations then proposed
to be secured by a pari passu pledge of the Excise Taxes.
The Series 1999 Bonds enjoy a lien and claim on the Lease Rental Payments on a
pari passu basis with Town of Oro Valley Municipal Property Corporation Municipal Water System
Acquisition Bonds, Series 1996 and Town of Oro Valley Certificates of Participation, Series 1996.
THE TOWN IS NOT AND SHALL NOT BE LIABLE FOR THE PAYMENT FROM
AD VALOREM TAXES OF THE RENTAL PAYMENTS DUE PURSUANT TO THE LEASE OR
PRINCIPAL OF AND INTEREST ON THIS SERIES 1999 BONDS. PURSUANT TO THE
INDENTURE,THE SERIES 1999 BONDS ARE SPECIAL OBLIGATIONS OF THE CORPORATION
AND THE AMOUNTS THEREON,AND ON ANY ADDITIONAL OBLIGATIONS ON A PARITY
HEREWITH, SHALL BE PAYABLE SOLELY FROM THE RENTAL PAYMENTS MADE
PURSUANT TO THE LEASE. THE SERIES 1999 BONDS DO NOT AND SHALL NOT
REPRESENT OR CONSTITUTE A DIRECT OR INDIRECT PLEDGE OF THE FULL FAITH AND
CREDIT OF THE TOWN OR OF THE STATE OR OF ANY POLITICAL SUBDIVISION,
MUNICIPALITY OR OTHER AGENCY THEREOF. THE CORPORATION HAS NO TAXING
POWER.
As provided in, and to the extent permitted by the Indenture, or any indenture
supplemental thereto,the rights and obligations of the Corporation and the registered owners of the Series
1999 Bonds may be modified by the Corporation with the written consent of the registered owners of a
majority of the principal amount of all Bonds outstanding, including all Bonds on a parity with the Series
1999 Bonds; provided, however,that no such modification shall effect the reduction of, or the extension
of the stated time of payment of the principal hereof or of the interest hereon, or permit the creation of
any lien on the trust estate prior to or on a parity with the lien of the Indenture(except parity obligations
or other obligations under the conditions set forth in the Indenture)or deprive the registered owner hereof
of the lien created by the Indenture.
Series 1999 Bonds Optional Redemption. Series 1999 Bonds maturing before or on
July 1, . Ai, are not subject to redemption prior to their stated maturity date. Bonds maturing on or after
January 1, :` rir,may be redeemed prior to maturity, in whole or in part, on any Interest Payment Date, in
the order of maturities designated by the Town on or after July 1, ,at the redemption prices set forth
below
(expressed a as percentage of principal amount to be redeemed), plus in each case, interest accrued
to the date fixed for redemption:
Redemption Dates Premium
'�:�;.>;i:6?i;!f.( �`<L�i
July 1, ,`E',through June 30, $s/o
July 1, ,through June 30,
July 1, , and thereafter without premium
A-2-4
FHR:rwr 300694.06 5/5/1999
:t<Cv.r:asso
Series 1999 Bond Mandatory Redemption. Series 1999 Bonds maturing on July 1,
subject to mandatoryredemption prior to their stated maturity, at random or such other manner, as
ares � P
selected by the Trustee, on January 1 and July 1 in the years and principal amounts as follows, at a
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redemption price equal to the principal amount thereof plus interest accrued to the date of redemption, but
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without premium.
Maturity Dates Principal Amount
n a •
January 1,
July 1, 1`110i�{ t; t � `
> >},t .> "
:>:1•.,:>:> 2`;:�\'9.,........ya4..y7•.Y'9.rr�i?`.7.k:''+,..•>.M1n:....•r"i:.7..
January 1 . n ;fir 7 yt
,tom?^��r 7>G2f>
July 1, ‘7Ft;
; >7 a`•)t r t x k>'Yi5 tRF w ri
January 1, 415:10,405f5'e
July , 14 10.16,4
..,
ti G'•tau»ir `!" }+Y1V.t{•t.> TF<!i c^#b^i:
January 1,
,(,..,V;. \H:'t'` C J�fi LLQ�wT�4� �X>•`\t>#
July 1, ITZMUSI
..;
�wwY.wro 3,
January 1,
.-IrYrwMwrrw .'v`'b>'t.i..',•'.;\:o>i::>\;�:3:i{Y::<�:i:t'.>:v"`.:ri`�'>,''.°'''-:i:ti2
July 1,
w.w..w..wwlti',w,r .....................�. 1. ...:...:.. ..
Maturity
7:iS>i_:,::•::4' �::>-`:r{?7:Y>:.v::::yt\��:Jv:`:iTi��Yv:v:iti{`� i4:.i. \'4`:'::- i^:7tit:•v'::;:t
.>:�,: %�:`::;.C'; :.:„ ,.:�rti�:�':YvM.'�:'.�:"�.:9�..�'�''w}'#>r;�'£::>a;;i:as;
• y,'.>\'•.:«:>.;sii`c a♦ Yii<Yti�i:; C:?i;> ::7:2r.::�t�a:,+ �y�a.`>`b:r^. `:��•+�':
`CC;c:r.SS!...:'':!:.t.`>1dC:Ly �,�.reR:::•>:,J.�,t2�'�i' :f�xs.�;.o4>:�'•"••
.,2•:Y is .�;c.: :.fi,•. ..•4Ci:!':..:-t�$>ui,`��i�T;:
At the option of the Town, whenever Bonds maturingon vL p ��Y�tu>iY>.:t>.Mr>`�
areP urchased, redeemed(other than pursuant to the foregoing scheduled Sinking Fund Requirements)or
delivered to the Trustee for cancellation, the principal amount of such Series 1999 Bonds so retired will
satisfy and be credited against the Sinking Fund Requirement(and the corresponding redemption
requirements)relating to such Bonds of the same maturity and in the same manner as the Town
determines; provided, however,that following such reduction each Sinking Fund Requirement is an
integral multiple of$5,000. Such option must be exercised on or before the 60th day preceding the
applicable mandatory sinking fund retirement date, by furnishing the Trustee a certificate setting forth the
extent of the credit to be applied with respect to the then current Sinking Fund Requirement. If the
certificate is not timely furnished,the Sinking Fund Requirement(and the corresponding redemption
requirement)will not be reduced.
Notice of redemption of the Series 1999 Bonds shall be mailed by first class mail,
postage prepaid, not more than 60 nor less than 30 days prior to the date fixed for redemption,to the
registered owner of each. Series 1999 Bond to be redeemed in whole or in part at the registered owner's
address shown on the registration books for the Series 1999 Bonds on the 15th day preceding that
mailing. Failure to mail notice to any registered owner of Series 1999 Bonds shall not affect the validity
of the proceeding for the redemption of Series 1999 Bonds with respect to registered owners of other
Series 1999 Bonds.
The Registrar, initially the Trustee, shall maintain the registration books of the
Corporation for the registration of ownership of each Series 1999 Bond as provided in the Indenture.
This Series 1999 Bond may be transferred on the registration books upon delivery hereof
to the Registrar, accompanied by a written instrument of transfer in form and with guaranty of signature
satisfactory to the Registrar, duly executed by the registered owner of this Series 1999 Bond, or his or her
attorney-in-fact or legal representative, containing written instructions as to the details of the transfer. No
transfer of this Series 1999 Bond shall be effective until entered on such registration books.
In all cases upon the transfer of a Series 1999 Bond,the Registrar shall enter the transfer
of ownership in the registration books and shall authenticate and deliver, in the name of the transferee or
transferees, a new fully registered Series 1999 Bond or Series 1999 Bonds of the denominations of$5,000
A-2-5
FHR:rwr 300694.06 5/5/1999
or any multiple multi le thereof(except that no Series 1999 Bond shall be issued which relates to more than
a p single principal maturity)for the aggregate principal amount which the registered owner is entitled to
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receive at the earliest practicable time in accordance with the provisions of the Indenture.
The registered owner of one or more Series 1999 Bonds may, upon request, and upon the
surrender to the Registrar of such Series 1999 Bonds, exchange such Series 1999 Bonds for Series 1999
Bonds of other authorized denomination of the same maturity, series, and interest rate together
aggregating the same principal amount as the Series 1999 Bonds so surrendered.
The Corporation or the Registrar shall charge the registered owner of such Series 1999
Bond, for every such transfer or exchange of a Series 1999 Bond, an amount sufficient reimburse it for
any tax, governmental fee or other governmental charge required to be paid with respect to such transfer,
and may require that such charge be paid before any such new Series 1999 Bond shall be delivered. The
Corporation shall pay all initial registration fees on the Series 1999 Bonds. Subsequent owners of Series
1999 Bonds will pay all transfer fees including governmental fees,taxes or charges. The registered owner
of any Series 1999 Bond shall be required to pay any expenses incurred in connection with the
replacement of a mutilated, lost, stolen or destroyed Series 1999 Bond.
The Corporation and the Registrar may, but are not required to,transfer or exchange any
Series 1999 Bonds during the period(i) from the record date to and including the respective interest
payment date or(ii) from fifteen days prior to the selection of Series 1999 Bonds to be redeemed and
including the day on which notice of redemption is given. The Registrar may, but is not required to,
transfer or exchange any Series 1999 Bonds within the periods referred to above,the interest payment on
such Series 1999 Bonds will be made payable to and mailed to the registered owners shown on the bond
register maintained by the Registrar as of the close of business on the respective record date.
This Series 1999 Bond shall not be entitled to any security or benefit under the Indenture
or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have
been signed by the Registrar.
This Series 1999 Bond is a special obligation of the Corporation, and no incorporator,
member, director, officer or agent,as such, past, present or future, of the Corporation shall be personally
liable for the payment hereof.
A-2-6
FHR:rwr 300694.06 5/5/1999
[FORM OF ASSIGNMENT]
ASSIGNMENT
For value received,the undersigned sells, assigns and transfers unto the within obligation and irrevocably
constitutes and appoints attorney to transfer that obligation on the books kept for registration thereof, with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
[INSERT PROPER LEGEND]
Notice: The assignor's signature to this assignment
must correspond with the name as it appears upon
the face of the within obligation in every particular,
without alteration or any change whatsoever.
A-2-7
FHR:rwr 300694.06 5/5/1999
EXHIBIT B
Disbursement Request Form
Application#
The Trustee is hereby requested to pay from the Acquisition and Construction Fund
established by the First Supplement to Trust Agreement,dated as of June 1, 1999 (the "First
Amendment"), which is the First Amendment to that certain Trust Identure (the "Trust Indenture"),
among Norwest Bank, Arizona,N.A.,the trustee("Trustee") and Town of Oro Valley,Arizona, as lessee
("Town"),to the person or corporation designated below as Payee,the sum set forth below as payment or
reimbursement of(all/a portion)of the Acquisition and Construction Costs or costs of issuance (as
defined in the First Amendment)described below. The amount shown below is due and payable under a
purchase order or contract or was paid by the Town and has not formed the basis of any prior request for
payment.
The Town acknowledges that it has received and has inspected each item of the Series
1999 Project(as defined in the First Amendment)described below and has found each item to be in good
condition, in conformity with the Town's specifications and satisfactory for the Town's purposes.
Accordingly,the Town hereby accepts each item of the Series 1999 Project so described.
Notwithstanding anything herein to the contrary,the Town shall not be deemed to have waived or
released anycontractor, seller or vendor named on the attached documentation, from any liability or
obligation to the Town in the event the Town's acknowledgment t herein is discovered to be inaccurate in
any respect as to any item of the Series 1999 Project described below.
Check applicable paragraph:
0 The disbursement is for payment or reimbursement of a cost of issuance properly chargeable to
the Series 1999 Acquisition Fund; or
0 The disbursement is for payment or reimbursement of an construction cost and(i) no more than
5%of the amount requested is or will be used for any private business use within the meaning of
Section 141(b)(2)of the Code and(ii)the amount is properly chargeable to the Series 1999
Acquisition Fund.
Payee:
Address:
Amount:
B-1
FHR:rwr 300694.06 5/5/1999
Description of Acquisition and Construction Cost or Delivery Cost or portion thereof for
p q
which payment or reimbursement is hereby requested:
Dated: , 19 .
TOWN OF ORO VALLEY,ARIZONA
By
Town Representative
B-2
FHR:rwr 300694.06 5/5/1999
When recorded, please return to:
Fred H. Rosenfeld, Esq.
Gust Rosenfeld P.L.C.
201 North Central Avenue, Suite 3300
Phoenix, Arizona 85073-3300
FIRST AMENDMENT
TO
LEASE-PURCHASE AGREEMENT
BY AND AMONG
THE TOWN OF ORO VALLEY,ARIZONA,
as Lessee,
THE TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION,
an Arizona nonprofit corporation, as Lessor
AND
NORWEST BANK ARIZONA,N.A.,
as Trustee
Dated as of June 1, 1999
FHR:rwr 300289.06 5/5/1999
This FIRST
AMENDMENT TO LEASE-PURCHASE AGREEMENT, dated as of
Amendment") byand among the TOWN OF ORO VALLEY, ARIZONA(the
June 1, 1999, (this "First A )"Town"), as Lessee, the TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION,
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(the an Arizona nonprofit cororation "Co oration"), as Lessor, and NORWEST BANK ARIZONA,
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N.A.(the "Trustee"), as assignee of the Lease-Purchase Agreement(as hereinafter defined);
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WITNESSETH
WHEREAS, heretofore the Town and the Corporation entered into the Lease-Purchase
Agreement, dated as of April 1, 1996, and recorded in Docket 10375, at Page 1317 in the office oft e
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County Recorder of Pima County, Arizona(the "Lease-Purchase Agreement"); and
WHEREAS, the Lease-Purchase Agreement and all rental payments to be made
thereunder(the "Rental Payments")have been assigned to the Trustee; and
WHEREAS, this First Amendment is the first amendment to the Lease-Purchase
Agreement; for all purposes of this First Amendment the term "Lease" shall mean the Lease-Purchase
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Agreement, as amended by this First Amendment; and
WHEREAS, the Corporation and the Trustee have entered into a.Trust Indenture, dated
"TrustIndenture"),� 400 000 of Town of Oro
as of April 1, 1996 (the pertaining to the issuance of $28, ,
p
Valley Municipal Property Corporation, Municipal cipal Water System Acquisition Bonds, Series 1996 (the
"Series 1996 Bonds"); and
WHEREAS, the Lease-Purchase Agreement and the Rental Payments to be made
thereunder constitute the Revenues to be received by the Corporation from the Town for payment of
Obligation Service Charges (as defined in the Trust Indenture) on the Series 1996 Bonds; and
WHEREAS,thereafter the Town caused to be issued Town of Oro Valley Certificates of
Participation, Series 1996 (the "Series 1996 Certificates") which have a pari passu claim upon the Excise
Taxes(as hereinafter defined), securing the Lease.
WHEREAS, the parties contemplated that the Town might make later requests for the
issuance of Additional Obligations (as defined in the Trust Indenture) to finance or refinance the cost of
acquiring, constructing, reconstructing or improving buildings, equipment and other real and personal
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suited for anyuse by and for leasing to the Town or its agents or instrumentalities, included, but
property
not limited to, domestic water systems or for refinancing or advance refunding of Obligations (as defined
in the Trust Indenture); and
WHEREAS,the Town formed its Water Improvement District No. 1 in 1992 and levied
special assessments against lands within said District and issued its Town of Oro Valley Water
Improvement District No. 1 Special Assessment and Water Revenue Bonds, Series 1992 (the "Series
1992 Bonds"),the proceeds of which were used to acquire from the City of Tucson, Arizona("Tucson")
thep ortion of the domestic water system located within the boundaries of the Town, formerly owned by
the Metropolitan Water Company(the "1992 Project"); and
WHEREAS,thereafter Tucson prosecuted a claim against the Town,which among other
things, sought return of the 1992 Project to Tucson; and
FHR:rwr 300289.06 5/5/1999
WHEREAS,the Town and Tucson have entered into a settlement agreement(the
. :��f�w^��h���e=�����_vk��over a period of
"Tucson Settlement")which requires the Town to pay to Tucson$ t�� ..r
>�_- _ �� �Nwhich 6 6 remains unpaid; and
t;°K?'�� `w�,�>4vF years at an interest rate of 5.30/o, of $7 7,3 3.49
WHEREAS,the Town has leased the 1992 Project and has subleased the land described
in Exhibit A
to the Facilities Lease whereon upon which the Development Services Building(as herein
defined)to the Corporation under the Facilities Lease(as herein defined); and
WHEREAS,the Town shall lease the 1992 Project,the Development Services Building
and the Series 1999 Water System Improvements(as defined herein)back from the Corporation in
accordance with the terms hereof; and
WHEREAS,the Town has received authority from its electors to engage in the domestic
water utility business and has acquired a domestic water system which the Town now operates; and
WHEREAS,the Town wishes to integrate and tie the 1992 Project into the Town's
domestic water system; and
WHEREAS,to that end,the Town has requested that the Corporation construct the 1999
Water System Improvements(as herein defined)and a new building, a Development Services Building,
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and lease the 1992 Project,the 1999 Water System Improvements and the Development Services
Building back to the Town, as provided hereunder; and
WHEREAS,the Town has requested that the Corporation cause Additional Obligations
(as defined in the Trust Indenture)to be issued to construct,equip and carry out the Series 1999 Project
(as defined herein); and
WHEREAS, by this First Amendment the Town will lease back from the Corporation
the 1992 Project, the 1999 Water System Improvements,the Development Services Building and the land
itTown will agree
beneath (collectively, the "Leased Property") and the to pay the increased Rental
Payments set forth on Exhibit B, attached hereto, in order that the Revenues (as defined in the Trust
Indenture) paid under the Lease shall be sufficient to pay all principal and interest on the Series 1996
Bonds, the Series 1996 Certificates and the Series 1999 Bonds to be issued pursuant to the First
Supplement(as herein defined).
NOW THEREFORE,PURSUANT TO LAW AND FOR AND IN
CONSIDERATION OF THE MUTUAL COVENANTS HEREINAFTER CONTAINED,IT IS
HEREBY AGREED as follows:
Section 1. Purpose. This First Amendment shall constitute the First Amendment
to Lease-Purchase Agreement, dated as of April 1, 1996, by and between the Town and the Corporation.
The Corporation hereby agrees to lease to the Town, and the Town agrees to lease from the Corporation,
the Leased Property described in Exhibit A attached hereto and incorporated by reference herein and the
Town agrees to pay the additional Rental Payments set forth on Exhibit B hereto.
Section 2. Definitions. (A) Unless the context otherwise requires, all terms not
otherwise defined herein are as defined in the Trust Indenture,the First Supplement or in the Lease-
Purchase Agreement.
(B) For all purposes of this First Amendment and the Lease,the following terms shall
have the following definitions:
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FHR:rwr 300289.06 5/5/1999
Development Services Building" means an office building to be located in the vicinity
of the Town's
Town Hall which will house the administration offices of the Community Development
Department,the and Planningd ZoningDivision,the Building Safety Division and the Department of
Public Works of the Town. In addition, such facility will include a hearing room for use by the Planning
and Zoning Commission,the Development Review Board,the Board of Adjustment and other community
groups of the Town.
"District System" or "1992 Project" means the water system formerly owned by the
Metropolitan Water Company, but acquired from Tucson with Series 1992 Bond proceeds.
p
"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 1992 Project and the land described in Exhibit A to the Facilities
Lease upon which the Development Services Building will be constructed.
"First Amendment" means this First Amendment to 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 amended by the First Supplement.
"Lease" means the Lease-Purchase Agreement, as amended by the First Amendment and
all later amendments.
"Leased Property" means the 1992 Project,the land described in Exhibit A to the
Facilities Lease upon which the Development Services Building will be constructed,the Development
Services Building and the 1999 Water System Improvements. The Leased Property is more fully
described in Exhibit A attached to the First Amendment.
Project" means all or part of the following: (i) a domestic water system serving
customers within and without the boundaries of the Town, said water system is commonly known as the
Canada Hills Water System and is more specifically described in the asset purchase agreement entered
into between the Corporation and Canada Hills Water Company Limited Partnership, an Arizona limited
partnership,, (ii)a domestic water system serving customers within the boundaries of the Town, said water
system is commonly known as the Rancho Vistoso Water System and is more specifically described in
the asset purchase agreement entered into between the Corporation and Ranch Vistoso Water Company,
an Arizona corporation, (iii)the Series 1999 Project, and(iv) such other buildings, equipment and other
real and personal properties suitable for use by and for leasing to the Town or its agencies or
instrumentalities, including but not limited to domestic water system, as may hereafter be subject to the
Lease as amended or supplemented.
"Rental Payments" mean the payments to be made by the Town under the Lease.
"Series 1992 Bonds" mean Town of Oro Valley Water Improvement District No. 1
Special Assessment and Water Revenue Bonds, Series 1992, originally issued in the aggregate principal
amount of$1,175,000 of which $935,000 are Outstanding as of the date hereof.
"Series 1996 Bonds" mean the Town of Oro Valley Municipal Property Corporation
Municipal Water System Acquisition Bonds, Series 1996.
-3-
FHR:rwr 300289.06 5/5/1999
"Series 1996 Certificates" mean Certificates of Participation, Series 1996,
evidencing proportionate nate interest of the owners thereof and payments to be made by OroValley,
of certain real property and improvements pursuant to a Lease-Purchase
Arizona, for acquisition p p Y
as of April 1� 1996 by and between the Town and Norwest Bank Arizona,
Agreement, dated p
N.A., as Trustee.
"Series 1999 Acquisition Fund" means the fund created in Section 5.13 of the Indenture.
"Series 1999 Bonds" mean Town of Oro Valley Municipal Property Corporation
Excise Tax Revenue Bonds, Series 1999.
"Series 1999 Project" means(1) construction and equipping of(a)the Series 1999 Water
Improvements and(b)the Development Services Building,(2)the refunding and refinancing of
System
the obligations:Town'sfollowingobli ations: (a)the Series 1992 Bonds and(b)the Tucson Settlement, (3) funding
any additional Reserve Fund contribution pertaining to the Series 1999 Bonds or purchasing a Qualified
SuretyObligation for such purpose, and(4)the payment of costs of issuance of the Series 1999 Bonds.
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"Series 1999 Rental Payments" mean the payments to be made by the Town under the
Lease.
"Series 1999 Water System Improvements" mean the water facilities to be constructed
or acquired to tie the 1992 Project into the Town's water system.
"Tucson" means the City of Tucson,Arizona.
"Tucson Settlement" means the settlement agreement among Tucson,the Town and the
Metropolitan Domestic Water Improvement District of Pima County, Arizona,which requires the Town
topay to Tucson an outstanding amount of$767,368.49 (as of June 1, 1999) payable in monthly
installments at an interest rate of 5.30% per annum.
In addition to the foregoing,the term "Project" is amended to read as follows (BOLD
CAPITALS INDICATES CHANGED TEXT):
"Project" means all or part of the following: (i) a domestic water system serving
customers within and without the boundaries of the Town, said water system is commonly known as the
Canada Hills Water System and is more specifically described in the asset purchase agreement entered
into between the Corporation and Canada Hills Water Company Limited Partnership,an Arizona limited
partnership, (ii)a domestic water system serving customers within� the boundaries of the Town, said water
system is commonlyknown as the Rancho Vistoso Water System and is more specifically described in
Y
the assetp urchase agreement entered into between the Corporation and Ranch Vistoso Water Company,
an Arizona corporation, (iii)the SERIES 1999 PROJECT,and (iv) such other buildings, equipment and
other real and personal properties suitable for use by and for leasing to the Town or its agencies or
instrumentalities, including but not limited to domestic water system, as may hereafter be subject to the
Lease as amended or supplemented.
Section 3. Exhibits. The following exhibits are attached hereto and by reference made
a part of this First Amendment:
Exhibit A: A description of the Leased Property;
-4-
FHR:rwr 300289.06 5/5/1999
Exhibit B: the Schedule of Rental Payments to be made by the Town hereunder
showing the date and amount of each Rental Payment. It is the intention
of the parties hereto that Exhibit B attached to this First Amendment
shall supersede any other such Schedules;
Exhibit C: the form of Amendment to Financing Statement to be delivered pursuant
to the Lease-Purchase Agreement;
Section 4 Article 1 of the Lease-Purchase Agreement is Amended by the
Addition of the Following Paragraph to Section 1.01.
In addition to all other property leased by Corporation to Town, as shown in the Lease-
Purchase Agreement,the Corporation hereby leases the Leased Property to the Town, and
the Town hereby leases or subleases as the case may be the Leased Property from the
Corporation, for the term commencing with the date hereof and continuing until July 2,
2019, or such later date as of which the Series 1999 Bonds and any Additional
Obligations issued pursuant to the terms of the Indenture, or any supplement thereto, are
deemedp aid and discharged under the Indenture. The parties agree this Lease shall be
and remain in full force and effect notwithstanding the inability or failure by the Town or
the Corporation to acquire all or part of the Leased Property. The parties agree that any
terms not specifically defined herein shall have the meanings assigned in the Indenture.
The Town hereby agrees to pay the Rental Payments in accordance with Exhibit B to the
First Amendment,which Exhibit B shall supercede and replace Exhibit A attached to the
Lease-Purchase Agreement. So long as any portion of the Series 1999 Bonds is
outstanding,the fee title to and any leasehold estate in the Leased Property shall not
merge,but shall always be kept separate and distinct, notwithstanding the union of such
estates either in the Town or the Corporation.
Section 5 Subsection 3.03(a) of the Lease is Amended to Read as Follows:
(Strike Throughs Indicate Deletions,Bold Capitals Indicate Additional or Changed Text).
Section 3.03. Source of Payment.
(a) Subject to the Town's annual appropriation of sufficient Net Revenues,the Town
hereby agrees to pay all rental payments from Net Revenues EXCEPT THAT
PORTION OF THE RENTAL PAYMENTS ALLOCATED TO THE
DEVELOPMENT SERVICES BUILDING and,to the extent such Net Revenues are
not appropriated or are insufficient,then the Town agrees to make such payments from
Excise Taxes. THE TOWN HEREBY PLEDGES TO MAKE ALL RENTAL
PAYMENTS WHICH ARE ALLOCATED TO THE DEVELOPMENT SERVICES
BUILDING FROM EXCISE TAXES AND NOT FROM NET REVENUES.
Notwithstanding any other provision of this Lease-Purchase Agreement, including any
non-appropriation by the Town with respect to Net Revenues,the Town is and shall be
absolutely and unconditionally obligated to pay all RENTAL PAYMENTS from Excise
Taxes as provided in this Section 3.03,and to pay all amounts due UNDER
THE LEASE, including but not limited to,the RENTAL PAYMENTS required to be
paid pursuant to Sections 1.03 and 1.05 and Article II hereof from Excise Taxes. In
addition,the Town hereby agrees not to grant any lien or pledge of or upon Excise Taxes
superior to the lien created by this Lease to secure payment of all RENTAL
PAYMENTS due under this Lease,which RENTAL PAYMENTS shall be used by the
Corporation to pay principal and interest on the Series 1996 Bonds AND THE SERIES
-5-
FHR:rwr 300289.06 5/5/1999
1999 BONDS AND ANY ADDITIONAL OBLIGATIONS. The Town hereby agrees
that,while the Series 1996 Bonds AND THE SERIES 1999 BONDS AND ANY
ADDITIONAL OBLIGATIONS are outstanding, it will not grant any lien or pledge of
or upon Excise Taxes(whether superior to, on a parity with or subordinate to the lien
securing the Series 1996 Bonds AND SERIES 1999 BONDS)without the prior consent
of MBIA Insurance Corporation. The Town intends that this pledge shall be a first lien
upon all Excise Taxes as will be sufficient to make the rental and other payments
pursuant hereto,and the Town shall make such payments from receipts from such Excise
Taxes, except to the extent that it makes such payments from Net Revenues or from other
funds pursuant to Section 3.02 hereof.
Section 6 Section 3.06 of the Lease is Amended to Read as Follows: (Strike
Throughs Indicate Deletions,Bold Capitals Indicate Additional Text).
Section 3.06. Enforcement of Pledge. In the event of any default by the Town under
this Lease-Purchase Agreement,the remedies of the Corporation with respect to the
enforcement of the liens and pledges set forth in this Article with respect to the covenants
and agreements contained in this Article shall be as provided in Article V hereof. The
Trustee, on behalf of the registered owners of the Series 1996 Bonds,SERIES 1999
BONDS AND ANY ADDITIONAL OBLIGATIONS,may enforce these liens and
pledges and the aforesaid covenants and agreements in place of the Corporation in
accordance with the terms and conditions of the Indenture.
Section 7 Section 3.07 of the Lease is Amended by Adding a Second Sentence
thereto to Read as Follows:
The condition set forth in Section 3.05 hereof is, at the time of execution of the First
Amendment, and shall be, at the time of the issuance of the Series 1999 Bonds, satisfied.
Section 8 Article VI of the Lease-Purchase Agreement is Amended by the
Addition of the Following Sections 6.03,6.04 and 6.05,as follows:
Section 6.03 Town's Representations,Covenants and Warranties as to the Series
1999 Bonds. The Town represents, covenants and warrants to the Corporation and the Trustee,their
successors and assigns,that all representations,covenants and warranties of the Town contained in the
Lease-Purchase Agreement are hereby restated,as of June 1, 1999 and as of the date of execution of the
First Amendment, as if therein set forth. For all purposes of this First Amendment,all such
representations,covenants and warranties are incorporated herein by reference thereto.
... ...... .•.-:•.. •.....:.:•.•:•..,.......... ...ylr•:.. •ta„<oe:rtiv.<�:.::ti:' :<`y'i>:,:ac>Xti.Y:A3YCn:';;�'A.,^•,Y••ate oe.S.SSC,.,.a..,.. .,e ro 7
erAdd.An aT.. fer �e aired ere entafi ons ei is An
..;A:>.r...._,a.J9Ei6•.dCSk::Si?uR:d'ax•..•:..o.Rb.:.•i..<:t:�::•:>Si'fSo):+.ivwae>AYn.[:.�:wU➢.`..;'s::,.>ru::wC;:Ct.i:xADceak:.:'+�34>•4..2r.J•Ro::....$�h•. ,•.
Section 6.04 Corporation's Representations,Covenants and Warranties.
Corporation represents, covenants and warrants to the Town and the Trustee,that all promises,
agreements, and representations and warranties of the Corporation contained in the Lease-Purchase
Agreement are restated as of June 1, 1999, and as of the date of execution hereof. For all purposes of this
Lease, all such representations, covenants and warranties of the Corporation are incorporated herein by
reference hereto.
Here A'dd�An Later Re uired':Re resentations ov n n An .
:,...4•.r:.....i.,•..�.d.:�.ia�43?iao>..dw.,.✓.:;L:•ltd.,t:.`.::•>R:,.�iiao9k,.w...o?b.....x..+a:i..::w?`.;.;a:;akS..v.... .>:it,..,c':...at3c.... ...v..>:C6.2i.k'M.,f....::.�n`Y.w.+.v....s:t:..,:++.}x.!t•.N.,:uvlwiti:»Y,ATv>,,.:'.c°A�•3'.0'..�'.Y'.•h« .v':
-6-
FHR:rwr 300289.06 5/5/1999
Section 6.05 Trustee's Representations,Covenants and Warranties. The Trustee
representscovenants and warrants to the Town and the Corporation,that the Trustee was,as of April 1,
,
and has throughout the period from such date to the date hereof, accepted and acted as the Trustee
g
199 under the
Trust Indenture and that during all such period the Trustee was, and remains, a national banking
associationualified to accept and administer trusts within the State of Arizona, and the Trustee by
q p
execution of the First Amendment and the First Supplement accepts the added duties and responsibilities
and accepagreest to the assets and assignments contained herein and in the First Supplement for the
purpose of the issuance and sale of the Series 1999 Bonds as defined and described in the First
Supplement.
Section 9 Article XI of the Lease-Purchase Agreement is Amended by the
Addition of the Following Sections: 11.08, 11.09, 11.10, 11.11, 11.12, 11.13, 11.14, 11.15, 11.16 and
11.17.
Section 11.08 Deposit of Moneys. On the 1999 Closing Date(as defined in the First
Supplement),the Trustee shall deposit the proceeds of the sale of the Series 1999 Bonds in accordance
with the provisions of Section 5.12 hereof.
Section 11.09 Loan Payments. Exhibit A to the Lease-Purchase Agreement is hereby
amended to conform to Exhibit B attached to the First Amendment. Such Exhibit B contains the
combined Rental Payment schedule to be made under the Lease-Purchase Agreement, as amended by the
First Amendment. The Town shall, in accordance with Exhibit B,pay interest commencing on tdairy,
2099, for use of the Series 1999 Bond Proceeds until the completion of the Series 1999 Project.
Section 11.10 Acquisition and Construction of the Series 1999 Project. A portion
of theP roceeds of the Series 1999 Bonds shall be deposited to the Series 1999 Acquisition Fund created
pursuant to the First Supplement to Trust Indenture and administered in accordance therewith.
Section 11.11 Term of Lease. Notwithstanding any provision of the First Amendment
the term of the Lease-Purchase Agreement shall continue to be from April 1, 1996 to April 2, 202 .
Section 11.12 Integration; Incorporation by Reference. All other terms, conditions
and each and every Section of the Lease-Purchase Agreement and the exhibits thereto which are not
modified or superseded by the First Amendment and which do not conflict with the terms of the First
Amendment are incorporated by reference into the First Amendment, it being deemed the intention of the
parties hereto that the Lease-Purchase Agreement and the First Amendment shall be construed to be one
integrated document.
Section 11.13 Governing Law. The First Amendment shall be governed exclusively
by the provisions hereof and by the applicable laws of the State of Arizona.
Section 11.14 Severability. Should any term or provision of the First Amendment or
the application thereof to any person,entity or circumstance, shall to any extent be held to be invalid or
unenforceable,the remainder of the First Amendment and the Lease-Purchase Agreement or the
application of such term or provision to persons or circumstances other than those as to which it is invalid
or unenforceable shall not be affected thereby and its term and provision of the First Amendment shall
remain valid and enforceability to the fullest extent permitted by law.
Section 11.15 Counterparts. The First Amendment may be executed in several
counterparts, each of which shall be an original, but all of which shall constitute but one instrument.
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FHR:rwr 300289.06 5/5/1999
Section 11.16 Full Force and Effect. Notwithstanding the First Amendment, all
warranties,representations and indemnities originally contained in the Lease-Purchase Agreement shall
stay in full force and effect as if herein specifically stated.
Section 11.17 Cancellation. To the extent applicable by provision of law,the parties
hereto acknowledge that the First Amendment is subject to cancellation pursuant to Section 38-511,
Arizona Revised Statutes, as amended,the provisions of which are hereby incorporated by reference
herein.
IN WITNESS WHEREOF,the Corporation and the Town have caused their respective
names to be by
signed hereto their respective officers thereunto duly authorized, all as of the day and year
g
first above written.
ATTEST: THE TOWN OF ORO VALLEY
MUNICIPAL PROPERTY CORPORATION,an
Arizona nonprofit corporation
Secretary President
ATTEST: THE TOWN OF ORO VALLEY,a municipal
corporation
Town Clerk Mayor
APPROVED AS TO FORM:
Town Attorney
NORWEST BANK ARIZONA,N.A.,Trustee
By:
Its:
STATE OF ARIZONA
COUNTY OF PIMA
.:^....rove '-'77:375.741,
xsn;�;3Xxa:#'x:'?xxf�tu�a:u:x:>�rae±;
On this, the day of Th1999, before me personally appeared ,r 4�{ 4 M,,�
.............
Norwest Bank Arizona,N.A., and that such officer being authorized so to do, executed the foregoing First
Amendment to Lease-Purchase Agreement for the purposes therein contained by executing such
document in my presence.
Notary Public
My Commission Expires:
STATE OF ARIZONA
COUNTY OF PIMA
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FHR:rwr 300289.06 5/5/1999
On this,the > day ofun :, 1999, before me,personally appeared
..:::�� ,r,:.,.<\•t:.�s).„'� :td:iC' '.ys” •:.>:;:.;:}�:sa•;r;<3?'�::•f�.'.ac.'•:'
;
...............:..,........•..:.:.....::�..:.:... \k;'iFr:...., }ti;;•}':u:s:�d,.:�a•=,:.>'lm.:•i>�`:s:ZY.q-;y:...sC!4�`;�;�,�d;�'.�:J3�i;}}..c,.:i4.;3;�:.i.:'n>r�ox::::::;�:::
:..::...^s:�..'>zd:.<t....e., Y'aYtar' ...•xis, :,.... .....w�.`.'.:G: T
..Y....<......... ..,...�..., .. .,.. .,. .. ........ ... ... _.......a:.:.; };�: �:,: ��'.v ,�: Secretary-Treasurer,
x.. :... .:. .. :�... ....,.. Y}h:.::.A..�.:
............:.......... ..�..... ......,. . ....,.: ... ..< ., .... �.... ..di:. .:�x� � �: the President.....:...:::$.•.:v':T,!ri1:'.}::.env..V.,v.:::n,}}::;;'..�5}::.,.;nrt t T ,,:\'f :v.:..:::..:.SSCP....,�.:`.�YY,.!W:<:>:::i', '-.t
.�, .v>Y.and.:. /�< >� y .�
,,.. .art tr... T.;.. ,,»; .. .. .......
respectively, of THE TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION, an
Arizona nonprofit corporation,oration, and that they, as such officers, being authorized so to do, executed the
p
foregoing
First Amendment to Lease-Purchase Agreement for the purposes therein contained by signing
the name of the corporation by themselves as such officers.
Notary Public
My Commission Expires:
STATE OF ARIZONA
COUNTY OF PIMA
On this,the day of.1*, 1999, before me, personally appeared
.. ........ .... •w.n. .x .. :'MCe<`Old'.. ..:':i`•�<•r,`,';+N:SKMw�}M+.�W;tNC:xt+•:.N�jCY:T\:`•::l%\�rMM`t�Y.+O,OM:.:. .nefC.t...?M..
^,U•:.;4.'•':}!r:J1'..,v!} :hTrr K,C.�x�< ty H/,.;i:.. vN.. ...i n. ..{t`.t:vt t•} >i B.(�'C yi�St�Y>ZSij}\• \v �,`,MM>b$...�.f.<T i() \\ -.'\
r >, v G'�},,-h s fT%� ':L�<,>;. > M xv �',}2'�'r` 4v'c r..\•;t 7'.r td d the� y,t�r �;f A � ���. ��and: ��T�4>;�},;�a��;i3��� _ a: ,, Mayor and Town Clerk, respectively,of
THE TOWN OF ORO VALLEY,ARIZONA,a municipal corporation, and that they, as such officers,
being authorized so to do, executed the foregoing First Amendment to Lease-Purchase Agreement for the
purposes therein contained by signing the name of the municipal corporation by themselves as such
officers.
Notary Public
My Commission Expires:
-9-
FHR:rwr 300289.06 5/5/1999
EXHIBIT A
DESCRIPTION OF LEASED PROPERTY
A. The 1992 Project
TO COME
B. The Footprint
A Building and canopy footprint located in the Northwest '/4 of Section 11, Township 12 South, Range 13
P
East, G&SRM, Pima County,Arizona,more particularly described as follows:
Commencing at the Northwest corner of said Section 11,thence, SO0°01'41"E along the west line of said
Section a distance of 690.97 ft.;
Thence,N89°5 8'19"E a distance of 491.70 ft.to the TRUE POINT OF BEGINNING;
Thence, S44°5 8'01"E a distance of 91.55 ft.;
Thence, S44°57'32"W a distance of 73.05 ft.;
Thence, S44°14'46"W a distance of 52.54 ft.;
Thence, S45°00'00"E a distance of 35.01 ft.;
Thence, S44°59'l 0"W a distance of 19.11 ft.;
Thence,N45°05'46"W a distance of 44.72 ft.;
Thence, S46°18'07"W a distance of 1.68 ft.;
Thence,N45°11'39"W a distance of 46.91 ft.;
Thence,N45°00'00"E a distance of 19.03 ft.;
Thence,N44°54'31"W a distance of 19.60 ft.;
Thence,N45°00'00"E a distance of 4.65 ft.;
Thence,Northerly along a non-tangent curve to the right,having an initial tangent of N7°43'51"W, a
central angle of 105°27'41", a radius of 17.79 ft., an arc distance of 32.74 ft.,to a point of non-tangency;
Thence,N45°00'00"E a distance of 2.35 ft.;
Thence,N45°00'00"W a distance of 34.73 ft.;
Thence,N45°00'00"E a distance of 21.00 ft.;
Thence, S45°04'15"E a distance of 18.64 ft.;
A-1
FHR:rwr 300289.06 5/5/1999
Thence,N4502'5 2"E a distance of 71.28 ft. more or less to the POINT OF TERMINUS of said footprint.
Containing 13,179 Sq. Ft.
C. The Development Services Building to be Constructed
An office building to be located in the vicinity of the Town's Town Hall which will house
the administration offices of the Community Development Department, the Planning and Zoning
Division, the Building Safety Division and the Department of Public Works of the Town and include a
hearingroom for use bythe Planning and Zoning Commission, the Development Review Board, the
Board of Adjustment and other community groups of the Town.
D. The Series 1999 Water Improvements to be Constructed.
EVIPP-*WI
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FHR:rwr 300289.06 5/5/1999
EXHIBIT B
RENTAL PAYMENTS
ETOCPT
B-1
F1-IR:rwr 300289.06 5/5/1999
EXHIBIT C
AMENDMENT TO FINANCING STATEMENT
..cPYTI,
C-1
FHR:rwr 300289.06 5/5/1999
DEPOSITORY TRUST AGREEMENT
THIS DEPOSITORY TRUST AGREEMENT dated as of June 1, 1999 (the
Agreement ), by and
amongthe TOWN OF ORO VALLEY,ARIZONA(the "Town"),the TOWN
OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION(the "Corporation")and
NORWEST BANK
ARIZONA,N.A, a national banking association authorized to do trust business in
the State of Arizona, as trustee (the "Trustee"),
WITNESSETH:
REAS the followingbonds of the Town have been issued and are currently
WHEREAS,
outstanding $935,000 principal amount of the Town's Water Improvement District No. 1 Specialecial Assessment and Water Revenue Bonds, Series 1992 (the "Refunded Bonds"):
Maturity Redemption or
Dates Principal Maturity Dates Interest Redemption
(January1) Amount (January 1) Rate Premium
2000 $ 50,000 January 1, 2000 5.40% N/A
2001 50,000 January 1, 2001 5.60 N/A
2002 55,000 January 1, 2002 5.75 N/A
2003 60,000 January 1, 2003 5.90 N/A
2004 60,000 January 1, 2003 6.00 1.0%
2005 65,000 January 1 2003 6.10 1.0
2006 70,000 January 1, 2003 6.2 1.0
2007 75,000 January 1,2003 6.25 1.0
2008 80,000 January 1, 2003 6.30 1.0
2009 85,000 January 1, 2003 6.35 1.0
2010 90,000 January 1, 2003 6.375 1.0
2011 95,000 January 1, 2003 6.3 75 1.0
2012 100,000 January 1, 2003 6.375 1.0
; and
WHEREAS, it is proposed that certain of the Refunded Bonds be called for redemption
prior to maturity as hereinafter set forth; and
WHEREAS,the Corporation acquired the moneys to refund the Refunded Bonds
throw h the issuance of its Town of Oro Valley Municipal Property Corporation Excise Tax Revenue
g
Bonds, Series 1999 (the "Refunding Bonds"); and
WHEREAS,in order for the Corporation to issue the Refunding Bonds the Corporation
was required to make certain covenants and agreements concerning the investment of the moneys
derived therefrom; and
WHEREAS, the proceeds of the Refunding Bonds along with the Town's cash
�:.:�::.::�: �;-..s..x::;Y� ,.
contribution of$ '7Y .� (derived from moneys previously securing the Refunded Bonds)will be
deposited with the Trustee to purchase certain obligations of the United States of America which,
together with the initial cash deposit,will be used to pay the principal, interest and redemption premium
on the Refunded Bonds; and
FHR:rwr 301012.03 5/4/1999
WHEREAS the Trustee agrees to accept and administer the trust created hereby;
NOW,THEREFORE, in consideration of the mutual covenants, conditions and
agreements hereinafter set forth it is hereby agreed as follows:
Section 1. hereby p
There is deposited with the Trustee for the account of the Town the
net su $
of �: a Such moneys shall be applied to refund the Refunded
Bonds.
Section
2. The Trustee shall hold the moneys so deposited to refund, redeem and
pay the Refunded Bonds,
all investments made with such moneys and all earnings from investment and
reinvestment of such moneysspecial a s ecial fund and separate trust account separate from all other funds
and investments deposited with the Trustee (the "Trust Account").
Section 3. The Trustee shall, on the date hereof invest the Trust Account in direct
noncallableobligations obli ations issued by or guaranteed by the United States of America(the "Government
Obligations") �
as follows: $ ` ��f :shall beapplied to create a portfolio of moneys and
7y„
Government Obligations as described in Exhibit A hereto and $ will be held as an initial
cash deposit to the Trust Account.
The investment income from the Government Obligations shall be collected and
received by the
Trustee and credited to the Trust Account. The Trustee shall keep adequate records of
such moneys, Government Obligations and investment earnings so as to permit the portfolio to be
accounted for separately.
The Trustee shall not sell or redeem such Government Obligations in advance of their
maturity dates except as provided in Section 5 hereof.
Section 4. The parties recognize that amounts credited to the Trust Account are, at
the time of
execution and deliveryof this Agreement, subject to restrictions as to investment under the
Internal
Revenue Code of 1986, as amended (the "Code"), in order for the interest on the Refunding
Bonds and the Refunded Bonds to be, or continue to be, excluded from gross income for purposes of
calculating
federal income taxes. In order to comply with such currently applicable restrictions, and
provisions to the of Section 5 hereof, the following provisions shall apply with respect to
reinvestment of amounts credited to the Trust Account:
(a) Amounts received as maturing principal of or interest on the Government
credited to theportfolio prior to the date such amounts are to be used to pay principal of or
Obligations
interest or redemption premium on the Refunded Bonds are not to be reinvested.
(b) Yields are to be calculated by means of an actuarial method of yield calculation
whereby "yield"ield” means the discount rate that,when used in computing the present value as of the date
the investment is first allocated to the Bonds of all unconditionally payable receipts from the investment
the same com oundin intervals and financial conventions used to compute the yield on the
(using compounding
Bonds), produces an amount equal to the present value of all unconditionally payable payments for the
investments.
(c) Notwithstanding the foregoing, any amounts held in the Trust Account may be
invested in investments having any yield if the parties hereto receive an opinion in form and substance
satisfactoryto them of bond counsel experienced in the field of municipal bonds whose opinions are
generally accepted
bypurchasers of municipal bonds to the effect that such investment will not cause any
of the Refunding
Bonds or the Refunded Bonds to become arbitrage bonds within the meaning of Section
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FHR:rwr 301012.03 5/4/1999
148 of the Code, and
will not otherwise cause the interest on the Bonds or the Refunded Bonds to
become included asg ross income for purposes of calculating federal income taxes.
Section 5. The Trustee may sell or redeem Trust Account investments in advance
dates and invest the proceeds thereof at redemption or other moneys credited to the
of their maturity
Trust Account in GovernmentObligationsonly
upon receipt by the Trustee of written instructions from
the Finance Director of the Town to do so, and receipt by the parties hereto of:
(a) An opinion in form and substance satisfactory to them of bond counsel
experienced in
the field of municipal bonds whose opinions are generally accepted by purchasers of
municipal bonds
to the effect that such action will not cause the interest on the Refunded Bonds or the
to be includible of gross income for federal income tax purposes and will not cause the
Refunding Bonds
Refunded Bonds
or the RefundingBonds to become "arbitrage bonds" within the meaning of Section 148
of the Code, and
will not adverselyaffect the right of the Town to issue obligations the interest on which
is excluded from gross income for federal income tax purposes; and
(b) A report from a nationally recognized accountant or firm of accountants
verifying e accuracy of the arithmetic computations of the adequacy of the proceeds from the
Y
liquidation together with any other moneys and the maturing principal of and interest on any
g
Government Obligations to be credited to the Trust Account in accordance with the Town's instructions,
when due,the principal of and interest and any redemption premiums on the Refunded Bonds as
to pay, P P
the same becomes due at maturity or upon prior redemption.
Upon anysuch sale or redemption of investments and reinvestment any amounts not
P
needed in the Trust Account to provide for payment of the Refunded Bonds, as shown by the
accountant'sreport,re ort, maY be withdrawn from the Trust Account and returned to the Town in accordance
with applicable law.
Section 6. Any Trust Account moneys which are not at any time invested in
Government Obligations shall be held as a demand deposit by the Trustee and shall be secured as
deposits of public moneys.
Section 7. The Trustee shall make timely payments from the Trust Account,to the
paying gagents of the Refunded Bonds, in the amounts and on the dates sufficient to pay principal, interest
and any applicable premium licablcoming due on the Refunded Bonds. To determine the amounts and the
dates on whichP rinci al, interest and applicable premium is due on the Refunded Bonds, the Trustee
P
may rely upon the debt service schedules with respect to the Refunded Bonds as appear in the
Verification Report prepared bytk``` ^°. s � X " � x fix, certified public accountants, in
connection with the issuance of the Refunding Bonds.
Section 8. The Trustee shall cause a notice of advance refunding of the Refunded
Bonds in substantially the form of Exhibit B hereto to be provided to all registered owners of the
Refunded Bonds and to the services listed in Exhibit B. Such notice shall be mailed within thirty(30)
days of the date of issuance of the Refunding Bonds.
In addition the Trustee shall cause to be mailed to the owners of the Refunded Bonds,
which are to be redeemedP rior to maturity, the notice of redemption in substantially the form of Exhibit
C hereto at the times and in the manner required to redeem the Refunded Bonds. The Town shall pay the
costs of providing these notices.
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FHR:rwr 301012.03 5/4/1999
Section 9. If at any time or times there are insufficient funds on hand in the Trust
Account to pay the principal rinci al of and interest and any redemption premium on the Refunded Bonds as the
due, or for the payment of the fees and expenses of the Trustee,the Trustee shall promptly
same becomes p y
notify the
Town of such deficiency and the Town shall pay the solely and only from the Revenues of its
Water System.
Section 10. On or before each February 15 and August 15 during the term hereof,
the
Trustee shall submit to the Town a report covering all moneys it has received and all payments it has
made under theP rovisions hereof during the six-month period ending on the preceding July 31 and
January 31 (except for the first such report, due August 15, 2000,which will cover the period
commencing with the date hereof to and including July 31, 2000). Each such report shall also list all
investments and moneys in the Trust Account as of the report date
Section 11. For services hereunder the Trustee shall be entitled to the Trustee's fees
set forth on Exhibit D attached hereto,the initial fee and first annual fee being due upon the date of the
initial moneys deposit of into the Trust Account. Thereafter the Trustee shall bill the Town for its fees
P
and costs. Such fees and costs shall not be paid from any moneys held in the Trust Account. Annual
fees shall be due each July 1. The Trustee shall have no lien or right of setoff on moneys or investments
in the Trust Account for payment of any of its fees and expenses.
Section 12. When all amounts payable on the Refunded Bonds have become due and
the Trustee has on deposit all moneys necessary for the payment of such amounts, and in any event on
the business day preceding the date the last of the Refunded Bonds matures or is to be redeemed,the
Trustee shall transfer all moneys and investments credited to the Trust Account not required for payment
ofP rinci al, interest and premium, if any,with respect to the Refunded Bonds to the Town for its benefit.
P
Section 13. The parties recognize that the owners of the Refunded Bonds have a
beneficial vested interest in the moneys and investments held in the Trust Account and that the
Refunding Bonds will be delivered to and accepted by the owners thereof in reliance upon the
irrevocable character of the trust herein created. Therefore,this Agreement shall not be revoked, and
shall not be amended in any manner which may adversely affect the rights herein sought to be protected,
until the provisions of this Agreement have been fully carried out.
Section 14. The Trustee shall be under no obligation to inquire into or be otherwise
responsible for the performance or nonperformance by the Corporation,the Town or any paying agent
for the Refunded Bonds of any of their obligations or to protect any of the rights of the Corporation or
the Town under any of the proceedings with respect to the Refunded Bonds or the Refunding Bonds.
The Trustee shall not be liable for any act done or step taken or omitted by it or for any mistake of fact or
law or for anything which it may do or refrain from doing except for its negligence or its default in the
performance of any obligation imposed upon it hereunder. The Trustee shall not be liable or responsible
for any loss resulting from any investment made pursuant to this Agreement in compliance with the
provisions hereof. In the event the Trustee is required or permitted hereby, or is requested hereunder,to
take any action (or refrain from taking any action)as the Trustee,the performance(or nonperformance)
of which would in the Trustee's sole judgment, subject the Trustee to unreasonable risk of liability or
expense,the Trustee shall have no duty to take(or refrain from taking) any such action until the Trustee
has been furnished with indemnity adequate, in its sole judgment,to protect the Trustee, its directors,
officers, employees, agents and attorneys from and against such liability or expense, and all reasonable
costs and expenses(including reasonable attorneys' fees) in connection therewith, or until its duty as to
any such action(or inaction) shall have been finally adjudicated by a court of competent jurisdiction and
all applicable periods in which to appeal or seek appellate review have expired.
-4-
FHR:rwr 301012.03 5/4/1999
Section 15. The Auditor General of the State of Arizona, shall have the right to audit
the books, records and accounts of the Trustee insofar as they pertain to the trust created hereunder.
Section 16. To the extent permitted by law,the Town will indemnify and hold the
Trustee, its directors, officers,employees, agents and attorneys harmless for, from and against any loss,
liability, judgment or expense(including reasonable attorneys' fees)arising from the Trustee's
performance of its obligations hereunder except any such loss, liability,judgment or expense resulting
from the Trustee's negligence or willful misconduct or breach of trust. The rights of the Trustee to such
indemnification shall survive the termination of this Agreement.
Section 17. The Trustee may consult with independent counsel, chosen by it with
reasonable care, and shall not be liable for action taken or not taken in good faith in reliance upon the
written advice or opinion of such counsel. The Trustee shall not be liable for the accuracy of any
calculations provided by others to it under this Agreement as to the sufficiency of the monies or
Government Obligations deposited with it to pay the principal of and interest and redemption premiums,
if any,on the Refunded Bonds at the respective maturities or earlier redemption of the Refunded Bonds.
Furthermore,the Trustee may conclusively rely in good faith as to the truth, accuracy and correctness of,
and shall be protected and indemnified in acting or refraining from acting upon, any written opinion,
calculation,notice, instruction, request, certificate, document or opinion furnished to the Trustee in
accordance with this Agreement and signed or presented by the proper party pursuant to this Agreement,
and it need not investigate the truth or accuracy of any fact or matter stated in such opinion, calculation,
notice, instruction, request, certificate or opinion.
Section 18. Any bank or trust company into which the Trustee or its successor may
be converted, merged or with which it may be consolidated,or to which it may sell or transfer its trust
business as a whole shall be the successor of the Trustee under this Agreement with the same rights,
powers, obligationssubject and and subject to the same restrictions, limitations and liabilities as its
predecessor, all without the execution or filing of any papers or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 19. The Trustee may at any time resign and be discharged of the duties and
obligations created by this Agreement. If the Trustee resigns, or is dissolved, liquidated or in the process
of being dissolved or liquidated or otherwise becomes incapable of acting hereunder, or is taken under
the control of any public officer or officers or of a receiver appointed by a court, a successor Trustee may
be appointed by the Town.No resignation or removal may become effective until a successor Trustee
shall have been appointed. In the event that no appointment of a successor Trustee occurs within sixty
days, the holder of any of the Refunded Bonds or the retiring Trustee may apply to any court of
competent jurisdiction for the appointment of a successor Trustee and such court may thereupon, after
such notice as it shall deem proper, appoint a successor Trustee. Any successor Trustee appointed under
this Agreement shall execute, acknowledge and deliver to its predecessor an instrument in writing
accepting such appointment and,thereupon, such successor Trustee,without any further act, deed or
conveyance, shall become fully vested with all rights, estates, powers,trusts, duties and obligations of its
predecessor; but such predecessor shall, nevertheless, on the written request of such successor Trustee,
execute, acknowledge and deliver an instrument transferring to such successor Trustee all of the estates,
properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall
deliver all securities and monies held by it to the successor Trustee.
Section 20. If any section, paragraph, subdivision, sentence, clause or phrase hereof
shall for any reason be held illegal or unenforceable, such decision shall not affect the validity of the
remaining portions hereof. The parties declare that they would have executed this Agreement and each
-5-
FHR:rwr 301012.03 5/4/1999
and every other section, paragraph, subdivision, sentence, clause and phrase hereof, irrespective of the
gra p
or more sections, paragraphs, subdivisions, sentences, clauses or phrases hereof may be
fact that any one
held to be illegal, invalid or unenforceable. If any provision hereof contains an ambiguity which may be
construed as either valid or invalid,the valid construction shall be adopted.
Section 21. This Agreement shall be governed exclusively by the provisions hereof
and by
the applicable laws of the State of Arizona and expresses the entire understanding of the parties
hereto.
Section 22. This Agreement may be executed in several counterparts, each of which
shall be an original, but all of which together shall constitute but one instrument.
Section 23. The Town hereby gives notice to the Trustee that Section 38 511,
Arizona Revised Statutes, as amended, provides that the State of Arizona, its political subdivisions or
any departmentor agency of either, may within three(3)years after execution thereof cancel any
g
contract withoutp enalty or further obligation, made by the State of Arizona, its political subdivisions or
any department artment or agency of either, if any person significantly involved in initiating, negotiating,
securing, drafting or creating such agreements on behalf of the State of Arizona, its political subdivisions
g
or any departmentor agency of either, is at any time while such contract or any extension thereof is in
g
effect, an g
or employee a ent of any other party to the contract in any capacity or a consultant to any other
party to the contract with respect to the subject matter of the contract.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
TOWN OF ORO VALLEY,ARIZONA
By:
Town Manager
TOWN OF ORO VALLEY MUNICIPAL
PROPERTY CORPORATION
By:
President
NORWEST BANK ARIZONA,N.A., as Trustee
By:
Title:
-6-
FHR:rwr 301012.03 5/4/1999
EXHIBIT A
REFUNDING BOND AND OTHER PROCEEDS
RESTRICTED UNITED STATES TREASURY OBLIGATIONS
STATE AND LOCAL OBLIGATIONS TO BE ACQUIRED FOR$
Initial Cash Deposit$:‘
Security Type Maturity Date Principal Amount Coupon Rate
SLGS 7/1/99
SLGS 1/1/00
SLGS 7/1/00
SLGS 1/1/01
SLGS 7/1/01
SLGS 1/1/02
SLGS 7/1/02
SLGS 1/1/03
UNRESTRICTED UNITED STATES TREASURY OBLIGATIONS
STATE AND LOCAL OBLIGATIONS TO BE ACQUIRED
Security Type Maturity Date Principal Amount Coupon Rate
A-1
FHR:rwr 301012.03 5/4/1999
EXHIBIT B
TOWN OF ORO VALLEY,ARIZONA
NOTICE OF ADVANCE REFUNDING
of the following obligations:
TOWN OF ORO VALLEY WATER IMPROVEMENT DISTRICT NO. 1
SPECIAL ASSESSMENT AND WATER REVENUE BONDS,
SERIES 1992
MAIN CUSIP NO. 687024
Maturity Redemption or
Dates Principal Maturity Dates Interest Redemption.
CUSIP (January 1) Amount (January 1) Rate Premium
AG 4 2000 $ 50,000 January 1, 2000 5.40% N/A
AH 2 2001 50,000 January 1, 2001 5.60 N/A
AJ 8 2002 55,000 January 1, 2002 5.75 N/A
AK 5 2003 60,000 January 1, 2003 5.90 N/A
AL 3 2004 60,000 January 1, 2003 6.00 1.0%
AM 1 2005 65,000 January 1, 2003 6.10 1.0
AN 9 2006 70,000 January 1, 2003 6.2 1.0
AP 4 2007 75,000 January 1, 2003 6.25 1.0
AQ 2 2008 80,000 January 1, 2003 6.30 1.0
AR 0 2009 85,000 January 1, 2003 6.35 1.0
AS 8 2010 90,000 January 1, 2003 6.375 1.0
AT 6 2011 95,000 January 1, 2003 6.375 1.0
AU 3 2012 100,000 January 1, 2003 6.3 75 1.0
Such bonds are hereinafter referred to as the "Refunded Bonds".
Notice is hereby given that the Refunded Bonds have been refunded prior to maturity
and that an irrevocable trust has been established and funded with obligations issued by or guaranteed by
the United States of America in order to provide for the payment of such bonds.
The Bonds Being Refunded will be paid on the dates and in the amounts(plus interest
accrued thereon to the redemption date and premium if applicable), as shown above.
TOWN OF ORO VALLEY,ARIZONA
This notice shall be mailed by registered mail to all registered owners of the Bonds Being Refunded and
shall also be provided by telecommunication(followed by written notice)to the entities listed below.
Such notices shall be delivered within thirty(30)days following the refunding of the Bonds Being
Refunded.
B-1
FHR:rwr 301012.03 5/4/1999
LIST OF SERVICES
Municipal calls: The Depository Trust Company
711 Stewart Avenue
Garden City,NY 11530
Midwest Securities Trust Company
Capital Structures-Call Notification
440 South LaSalle Street
Chicago,IL 60605
and to: Financial Information,Inc.'s
Financial Daily Called Bond Service
Post Office Box 473
Jersey City,NJ 07303
Kenny Information Service's
Notification Services
65 Broadway
New York,NY 10006
Moody's Municipal and Government
99 Church Street
New York NY 10007
B-2
FHR:rwr 301012.03 5/4/1999
EXHIBIT C
NOTICE OF REDEMPTION
of the following obligations:
TOWN OF ORO VALLEY WATER IMPROVEMENT DISTRICT NO.
SPECIAL ASSESSMENT AND WATER REVENUE BONDS,SERIES 1992
MAIN CUSIP NO. 687024
Notice is hereby given that the below-described principal amount of the above-described
bonds have been called for redemption and will be redeemed on July 1, 2003. The maturity dates and
amounts of the bonds to be redeemed are as follows:
Maturity Redemption or
Dates Principal Maturity Dates Interest Redemption
CUSIP (January 1) Amount (January 1) Rate Premium
AL 3 2004 60,000 January 1,2003 6.00 1.0%
AM 1 2005 65,000 January 1, 2003 6.10 1.0
AN 9 2006 70,000 January 1,2003 6.2 1.0
AP 4 2007 75,000 January 1, 2003 6.25 1.0
AQ 2 2008 80,000 January 1, 2003 6.30 1.0
AR 0 2009 85,000 January 1, 2003 6.35 1.0
AS 8 2010 90,000 January 1,2003 6.375 1.0
AT 6 2011 95,000 January 1, 2003 6.375 1.0
AU 3 2012 100,000 January 1, 2003 6.3 75 1.0
Owners of the above-described bonds called for redemption are notified to present the
Y,?><..r�,..�.�2..i`.�d>::•>s�<;tr :�,�':� :.,�h,�.,';.?Yo1e1o�•:f<'".�..�:ti.',i�COd?@�'a�.t:��.',.'t'�?!u`.`S;\�:,:wD:y`!i•+,�•-�'i?:Sy��b
%'�v`•:v.ii:?k�.;:u::q;::..�:..•.•Kvyi6.�::i:�..M:dt::(Cy��vn.�';ihw'v'.`^i5.�.a;.�i'•:io '•%yid:
same at the principal corporate trust office of•:�� ��}����kfi�����;����»:.� :�.��\������:
Phoenix,Arizona, on or after
the date set for redemption,where redemption will be made by payment of the face amount of each such
bond plus accrued interest to the date set for redemption plus the respective premium set forth above.
All bonds so called for redemption must be surrendered and no interest will be paid on the above-
described bonds from and after the redemption date.
DATED:
717Wifiggir, 4,,s
:
.
as depositorytrustee
The following is not part of this notice:
Not more than sixty nor less than thirty days prior to the date set for redemption,the
Trustee shall cause a notice of any such redemption to be mailed to the registered owner of each bond to
be redeemed at the address shown on the registration book maintained by the Bond Registrar.
C-1
FHR:rwr 301012.03 5/4/1999
EXHIBIT D
TRUSTEE'S FEE
D-1
F1-1R:rwr 301012.02 4/21/1999
S
THE TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
EXCISE TAX REVENUE BONDS,
SERIES 1999
CONTINUING DISCLOSURE CERTIFICATE
This ContinuingDisclosure Certificate(the"Disclosure Certificate")is undertaken by The Town
„ ��
Arizona(the"Town"),as the obligated person, in connection with the issuance by The Town of Oro
of Oro Valley,
Property Corporation(the"Corporation")of the Corporation's Town of Oro Valley Municipal
Valley Municipalp rty rp
Property Corporation Excise Tax Revenue Bonds,Series 1999(the"Bonds"). In consideration of the initial sale and
delivery of the Bonds,the Town covenants as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is for the
benefit of the Bondholders and in order to assist the Participating Underwriter in complying with S.E.C.Rule
15c2-12(b)(5).
Section 2. Definitions. Any capitalized term used herein shall have the following
meanings,unless otherwise defined herein:
"Annual Report"shall mean the annual report provided by the Town pursuant to, and as described
in, Sections 3 and 4 of this Disclosure Certificate.
"Bondholder" shall mean anybeneficial owner of the Bonds(when the Bonds are in Book-Entry-
Only form)or registered owner when the Bonds are not in Book-Entry-Only form.
"Bond Counsel" shall mean Gust Rosenfeld P.L.C.or such other nationally recognized bond
counsel as may be selected by the Town.
"Dissemination Agent" shall mean the Town,or any person designated in writing by the Town as
the Dissemination Agent.
"Listed Events"shall mean any of the events listed in Section 5(a)of this Disclosure Certificate.
"National Repository"shall mean any Nationally Recognized Municipal Securities Information
Repository for purposes of the Rule. Currently,the following are National Repositories:
Bloomberg Municipal Repositories Thomson NRMSIR
P.O.Box 840 Attn: Municipal Disclosure
Princeton,New Jersey 08542-0840 395 Hudson Street,3rd Floor
Telephone: (609)279-3225 New York,New York 10014
Fax: (609)279-5962 Telephone: (212)807-5001
E-mail:Munis@Bloomberg.com Fax: (212)989-2078
E-mail: Disclosure @ Muller.com
Kenny Information Systems,Inc. DPC Data Inc.
Attn: Kenny Repository Service One Executive Drive
65 Broadway- 16th Floor Fort Lee,New Jersey 07024
New York,New York 10006 Telephone: (201)346-0701
Telephone: (212)770-4595 Fax: (201)947-0107
Fax: (212)797-7994 E-mail: nrmsir@dpcdata.com
"Oficial Statement"shall mean the final official statement dated May»@ , 1999,relating tot e
Bonds.
FHR:rwr 303743.02 5/10/1999
"Participating Underwriter" shall mean the original underwriter of the Bonds required to comply
with the Rule in connection with offering of the Bonds.
"Repository" shall mean each National Repository and each State Repository.
"Rule" shall
mean Rule 15c2-12(b)(5)adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as the same may be amended from time to time.
"State Repository" an shall mean public or private repository or entity designated by the State of
Y
Arizona as a state repository purpose for the u ose of the Rule. As of the date of this Disclosure Certificate,there is no
State Repository.
Section 3. Provision of Annual Reports.
The Town shall,or shall cause the Dissemination Agent to,not later than February 1 of
each year(the"Filing Date"),commencing February 1,2000,provide�a) to each an Annual Report for the
fiscal year on precedinglosure
endingthe June 30 which is consistent with the requirements of Section 4 of this Disc
Not later than two(2)daybefore such Filing Date,the Town shall provide the Annual Report to the
Certificate.
Dissemination Agent(if other than the Town).
(b) If
the Town is unable or for any reason fails to provide to the Repositories an Annual
any partby
Report or thereof the Filing Date required in subsection(a)above,the Town shall promptly send a
notice to each Repository in substantially the form attached as Exhibit"A"not later than such Filing Date.
(c) If the Town's audited financial statements are not submitted with the Annual Report and
provideRepositories Town to
fails to the Re ositories a copy of its audited financial statements within 30 days of receipt
thereof
bythe Town,then the Town shall promptly send a notice to each Repository in substantially the form
attached as Exhibit"B".
(d) The Dissemination Agent shall:
i determine each year prior to the date(s)for providing the Annual Report and
audited
financial statements the name and address of each National Repository and each State Repository,if any;
and(if the Dissemination Agent is other than the Town)
(ii) file a report or reports with the Town certifying that the Annual Report and
audited
financial statements,if applicable,have been provided pursuant to this Disclosure Certificate,stating the
date such information was provided and listing all the Repositories to which it was provided.
Section 4. Content of Annual Reports.
(a) The Annual Report may be submitted as a single document or as separate documents
comprising a
package,and may incorporate by reference other information as provided in this Section,including the
p g
audited financial statements of the Town;provided,however,that if the audited financial statements of the Town are
not available at the time of the filing of the Annual Report,the Town shall file unaudited financial statements of the
Town with the Annual Report and,when the audited financial statements of the Town are available,the same shall
be submitted to each Repository within 30 days of receipt by the Town.
(b) The Town's Annual Report shall contain or incorporate by reference the following:
(i) Type of Financial and Operating Data to be Provided:
(A) Subject to the provisions of Section 4(a)hereof,annual audited
financial statements for the Town.
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FHR:rwr 303743.02 5/10/1999
(B) Annually updated financial information and operating data of the type
contained in the following subsections of the Official Statement:
(1) Tables one through five
(C) Information concerning the Water System:
(1) Total number of operating wells at the end of the Fiscal Year
(2) Any changes in the Central Arizona Project water allotment from the previous
fiscalY ear(if no changes occur,no report will be required for this item).
(3) Annual information substantially as set forth in Official Statement Tables seven
end of the Fiscal Year;provided however,that the Town shall not be required to include
through 12 updated to the
estimates,forecasts,projections or other forward looking statements,whether or not included in the Official
�
Statement.
(D) In the event of an amendment pursuant to Section 8 hereof not
p
previously described in
an Annual Report,an explanation,in narrative form,of the reasons for the amendment and
the impact of the change in thetype of operating data or financial information being provided and, if the amendment
p
is made to the accounting principles rinci les to be followed,a comparison between the financial statements or information
prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting
principles,including a qualitative ualitative discussion of the differences,and the impact on the presentation and,to the extent
feasible,a quantitative comparison.
(ii) Accounting Principles Pursuant to Which Audited Financial Statements Shall Be
Prepared:• The audited annual financial statements shall be prepared in accordance with generally accepted
accounting principles and state law requirements as are in effect from time to time.A more complete description of
the accounting principles currently ci les followed in the preparation of the Town's audited annual financial statements is
contained in Note 1 of the audited financial statement included within the Official Statement at Note 1 is
incorporated by reference herein.
(c) Any or all of the items listed above may be incorporated by reference from other
documents,includingofficial statements of debt issues of the Town or related public entities,which have been
p
submitted to each
of the Repositories or the Securities and Exchange Commission. If the document incorporated by
reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The
Town shall clearly identify each such other document so incorporated by reference.
Section 5. Reporting of Significant Events.
This Section 5 shall govern the giving of notices by the Town of the occurrence of any of
(a)
the following events with respect to the Bonds,if material:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults;
(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 or events affecting the tax-exempt status of the Bonds;
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FHR:rwr 303743.02 5/10/1999
(7) Modifications to rights of Bondholders;
(8) Bond calls;
(9) Defeasances;
(10) Release,substitution,or sale of property securing repayment of the Bonds;and
(11) Rating changes.
(b) Whenever a Listed Event occurs,then the Town,if such Listed Event is material,shall
promptly
file a notice of such occurrence with each Repository;provided,that any event under subsection(a)(1),
(6),(8),(9)or(11)will always be deemed to be material.
Section 6. Termination of Reporting Obligation. The Town's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance,prior redemption or payment in full of all of the
Bonds. Such termination shall not terminate the obligation of the Town to give notice of such defeasance or prior
redemption.
Section 7. Dissemination Agent. The Town may,from time to time,appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate,and may discharge
any such Agent,with or without appointing a successor Dissemination Agent.
Section 8. Amendment. Notwithstanding any other provision of this Disclosure
Certificate,the Town may amend this Disclosure Certificate if:
(a) The amendment is made in connection with a change in circumstances that arises from a
changelegal in requirements,change in law,or change in identity,nature or status of the Town,or the type of
business conducted;
(b) This Disclosure Certificate,as amended,would, in the opinion of Bond Counsel,have
complied with the requirements of the Rule at the time of the primary offering of the Bonds,after taking into
account any amendments or interpretations of the Rule,as well as any change in circumstances; and
(c) The amendment does not materially impair the interests of Bondholders,as determined
by Bond Counsel.
Notice of any amendment to the accounting principles shall be sent within 30 days to the Repositories.
Section 9. Additional Information. If the Town chooses to include any information in any
Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this
Disclosure Certificate,the Town shall have no obligation under this Disclosure Certificate to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Town to comply with any provision of
this Disclosure Certificate any Bondholder may seek specific performance by court order to cause the Town to
comply with its obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in
the event of any failure of the Town to comply with this Disclosure Certificate shall be an action to compel
performance and such failure shall not constitute a default under the Bonds or the resolution authorizing the Bonds.
Section 11. Compliance by the Town. The Town hereby covenants to comply with the
terms of this Disclosure Certificate. The Town expressly acknowledges and agrees that compliance with the
undertaking contained in this Disclosure Certificate is its sole responsibility and the responsibility of the
-4-
FHR:rwr 303743.02 5/10/1999
pDissemination Agent,if any,and that such compliance,or monitoring thereof,is not the responsibility of, and no du is present with respect thereto for,the Participating Underwriter,Bond
Counsel or the Town's financial advisor.
tY
Section 12. Subject ect to Appropriation. Pursuant to Arizona law,the Town's undertaking to
provide information under this Disclosure Certificate is subject to appropriation to cover the costs of preparing and
mailing the Annual Report
and notices of material events to each Repository. Should funds that would enable the
Town to provide the information required to be disclosed hereunder not be appropriated,then notice of such fact
willtimely be made in a manner to each Repository in the form of Exhibit"C"attached hereto.
Section 13.
Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the
Town,the Dissemination Agent,the Participating Underwriter and Bondholders,and shall create no rights in any
other person or entity.
Section 14. GoverningLaw. This Disclosure Certificate shall be governed by the law of
the State of Arizona andaction to enforce this Certificate must be brought in an Arizona state court. The terms
any
and provisions of this Disclosure Certificate shall be interpreted in a manner consistent with the interpretation of
such terms and provisions under Rule 15c2-12 and the federal securities law.
Date:
TOWN OF ORO VALLEY,ARIZONA
By:
Its:
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FHR:rwr 303743.02 5/10/1999
EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of Obligated Person: Town of Oro Valley,Arizona
Name of Issuer.
The Town of Oro Valley Municipal Property Corporation
Name of
Bond Issue: Town of Oro Valley Municipal Property Corporation Excise Tax Revenue
Bonds,Series 1999
Dated date of Bonds: June 1, 1999
NOTICE IS HEREBY GIVEN that the Town has not provided an Annual Report with respect to the above-named
Bonds as required by Section 3(a)of the Disclosure Certificate dated , . The Issuer anticipates that
(a
the Annual Report will be filed by
Dated:
Town of Oro Valley,Arizona
By:
Its:
EXHIBIT B
NOTICE TO REPOSITORIES OF FAILURE TO
FILE AUDITED FINANCIAL STATEMENTS
Name of Obligated Person: Town of Oro Valley,Arizona
Name of Issuer: The Town of Oro Valley Municipal Property Corporation
Name of Bond Issue: Town of Oro Valley Municipal Property Corporation Excise Tax Revenue
Bonds,Series 1999
Dated: Date of Bonds: June 1, 1999.
NOTICE IS HEREBY GIVEN that the Town failed to provide its audited financial statements with its Annual
Report or,if not then available,within 30 days of receipt as required by Section 4(a)of the Disclosure Certificate
dated June 1999 with respect to the above-named Bonds. The Issuer anticipates that the audited financial
statements for the fiscal year ended June 30, will be filed by
Dated:
Town of Oro Valley,Arizona
By:
Its:
FHR:rwr 303743.02 5/10/1999
AGENCY AGREEMENT
THIS AGENCY AGREEMENT, dated as of June 1, 1999, by and among the TOWN
OF ORO VALLEY,ARIZONA,a municipal corporation duly organized and existing under the laws of
the State of Arizona(the "Town"), TOWN OF ORO VALLEY MUNICIPAL PROPERTY
CORPORATION, an Arizona nonprofit corporation(the "Corporation") and NORWEST BANK
ARIZONA,N.A.,organized and existing under the laws of the United States and authorized to exercise
corporate trust powers in the State of Arizona, with a place of business located in the City of Phoenix,
Arizona, as Trustee (the "Trustee"), under that Trust Indenture, dated as of April 1, 1996, as
supplemented by the First Supplement to Indenture (the "First Supplement") dated June 1, 1999
(collectively, the "Indenture").
WITNESSETH
WHEREAS,the Town,the Corporation and the Trustee have entered into a Lease-
Purchase Agreement which was recorded in Docket 10375, at Page 1317 in the office of the County
Recorder of Pima County, Arizona, as amended by the First Amendment thereto, (the "First
Amendment") dated as of June 1, 1999, (collectively,the "Lease"), whereby the Corporation agrees to
permit the use of certain property described in the Lease and the Town agrees to take, use and pay for
such use of such property; and
WHEREAS,the Town and the Corporation desire to construct and finance a
Development Services Building(the "Development Services Building") and certain improvements to the
Town's Water System (the "Series 1999 Water System Improvements") and in that respect all parties
hereto have entered into the First Amendment; and
WHEREAS, The Town and the Corporation also desire to construct the Development
Services Building and the Series 1999 Water System Improvements. (The construction mentioned in this
and the preceding paragraph is collectively referred to herein as the "Series 1999 Project").
WHEREAS,the Corporation will issue its Town of Oro Valley Municipal Property
Corporation Excise Tax Revenue Bonds, Series 1999 to finance construction of the Series 1999 Project;
WHEREAS, all parties hereto agree that the public works and public bidding laws of the
State of Arizona(Arizona Revised Statutes Title 34)apply to the Series 1999 Project;
WHEREAS, all parties hereto agree that the Town should act as the agent of the
Corporation and the Trustee for the purposes of advertising, receiving bids, awarding a construction
contracts for, and administrating the construction of the Series 1999 Project.
NOW,THEREFORE, in the joint and mutual exercise of their power, and in
consideration of the above premises and of the mutual covenants herein contained and for other valuable
considerations, the parties hereto recite and agree as follows:
I The terms capitalized in this Agency Agreement, and not otherwise defined
herein, shall have the meanings given to them in the Indenture.
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FHR:rwr 301033.04 5/5/1999
II. APPOINTMENT
The Corporation hereby appoints the Town as its agent to carry out all phases of the
g ,supervision, design, acquisition, construction and administration of the Series 1999 Project, as more
Py
articular) described in Exhibit A attached hereto. The Town, as agent of the Corporation and the
Trustee, assumes all rights, duties and responsibilities of the Corporation and the Trustee regarding
supervision, design, acquisition, construction and administration of the Series 1999 Project and
p
installation of any equipment related thereto, except as limited herein.
III. CONTRACTS
The Town, as agent of the Corporation and the Trustee, shall take all acts required by
law
recedent to executingpublic works contracts with respect to any and all contracts for construction
p
or acquisition of the Series 1999 Project without the further written approval of the Corporation. The
parties hereto, however, agree to be signatories to any contract for construction of the Series 1999
Project. Notwithstanding the foregoing,the execution of the construction contract by the Trustee shall
only obligate ate the Trustee to pay moneys to the construction contractors from moneys received from the
Series 1999 Bonds to be issued specifically for such Series 1999 Project and from no other moneys of the
Trustee. Neither this Agency Agreement nor any construction contract for the Series 1999 Project shall
create a personal liability of the Trustee for any amount or under any circumstance whatsoever.
IV. PROJECT
The Town, as agent for the Corporation and the Trustee, shall have the right to make any
changes in the Series 1999 Project or of any component or components thereof,whenever the Town, in
its sole discretion, deems such changes to be necessary; provided, however,that any such change shall
not alter the nature of the Series 1999 Project and that any increase in the acquisition and construction
costs resulting from such a change shall,to the extent the increased acquisition and construction costs
exceed the total balance in the Series 1999 Acquisition Fund(as defined in the Indenture), be payable
solely from other funds of the Town, which shall be deposited with the Trustee for deposit into the Series
1999 Acquisition Fund prior to the approval of any related changes to the Series 1999 Project.
V. TOWN'S RIGHT TO SUPERVISE DESIGN,CONSTRUCTION AND
EQUIPPING OF THE SERIES 1999 PROJECT
The Town, as agent of the Corporation and the Trustee, shall have the right to supervise
the design, acquisition and construction of the Series 1999 Project and installation of any equipment
related thereto and monitor the performance by the contractors in whatever manner the Town, in its sole
discretion, deems appropriate.
VI. TOWN'S RIGHT TO ENFORCE CONTRACTS: TOWN'S AGENT
The Corporation and the Trustee hereby assign to the Town all of their rights and powers
under all such contracts as it enters into with respect to the Series 1999 Project and the Town shall have
the right to enforce, in its own name and the names of the Corporation and the Trustee, such contracts at
law or in equity; provided, however,that the assignment of the Corporation and the Trustee shall not
prevent the Corporation and the Trustee from asserting any rights and powers in their own behalf.
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FHR:rwr 301033.04 5/5/1999
VII. CANCELLATION
To the extent applicable by provision of law, all parties acknowledge that this Agency
Agreement is subject to cancellation pursuant to Section 38-511, Arizona Revised Statutes, as amended,
g �
the provisions of which are incorporated herein.
IN WITNESS WHEREOF, Corporation has caused this Agency Agreement to be
executed in its corporate name by its duly authorized officer;the Town has caused this Agency
Agreement to be executed in its name by its duly authorized officers, and the Trustee has caused this
Agency Agreement to be executed in its name by its duly authorized officers, as of the day and year first
g Y g
above written.
TOWN OF ORO VALLEY MUNICIPAL
PROPERTY CORPORATION,an Arizona
Non-Profit Corporation
By
Its: President
ATTEST:
By
Secretary
TOWN OF ORO VALLEY,ARIZONA
By
Mayor
ATTEST:
By
Clerk
NORWEST BANK ARIZONA,N.A.
By-
Authorized Officer
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FHR:rwr 301033.04 5/5/1999
EXHIBIT A
DEVELOPMENT SERVICES BUILDING DESCRIPTION
An office building to be located on the land described in the following legal description,
in the
vicinityof the Town's Town Hall, which will house the administration offices of the Community
Development Department, the Planning and Zoning Division, the Building Safety Division and the
Department of Public Works of the Town and include a hearing room for use by the Planning and Zoning
Commission, the Development Review Board, the Board of Adjustment and other community groups of
the Town.
A-1
FHR:rwr 301033.04 5/5/1999
LEGAL DESCRIPTION DEVELOPMENT SERVICES BUILDING SITE
BUILDING AND CANOPY FOOTPRINT
A Building andcanopy footprint located in the Northwest '/4 of Section 11, Township 12 South, Range
13 East, G&SRM,Pima County, Arizona, more particularly described as follows:
Commencing at the Northwest corner of said Section 11,thence, S00°01'41"E along the west line of said
Section a distance of 690.97 ft.;
Thence,N89°5 8'19"E a distance of 491.70 ft. to the TRUE POINT OF BEGINNING;
Thence, S44°5 8'01"E a distance of 91.55 ft.;
Thence, S44°57'32"W a distance of 73.05 ft.;
Thence, S44°14'46"W a distance of 52.54 ft.;
Thence, S45°00'00"E a distance of 35.01 ft.;
Thence, S44°59'10"W a distance of 19.11 ft.;
Thence,N45°05'46"W a distance of 44.72 ft.;
Thence, S46°18'07"W a distance of 1.68 ft.;
Thence,N45°11'39"W a distance of 46.91 ft.;
Thence,N45°00'00"E a distance of 19.03 ft.;
Thence,N44°54'31"W a distance of 19.60 ft.;
Thence,N45°00'00"E a distance of 4.65 ft.;
Thence,Northerly along a non-tangent curve to the right, having an initial tangent of N7°43'51"W, a
central angle of 105°27'41", a radius of 17.79 ft., an arc distance of 32.74 ft.,to a point of non-tangency;
Thence,N45°00'00"E a distance of 2.35 ft.;
Thence,N45°00'00"W a distance of 34.73 ft.;
Thence,N45°00'00"E a distance of 21.00 ft.;
Thence, S45°04'l 5"E a distance of 18.64 ft.;
Thence,N45°02'52"E a distance of 71.28 ft. more or less to the POINT OF TERMINUS of said footprint.
Containing 13,179 Sq. Ft.
A-2
FHR:rwr 301033.04 5/5/1999
DESCRIPTION OF SERIES 1999 WATER SYSTEM IMPROVEMENTS
.�..:.�.�:vNC.3:!vvrt•:}.J:itiv{..M�+`.y..}�::.N
A-3
FHR:rwr 301033.04 5/5/1999
PRELIMINARY OFFICIAL STATEMENT DATED MAY , 1999
RATING• See"RATING"herein.
,� la", NEW ISSUE-Book-Entry-Only '..,.; -#3,-„, .*�.'' '
L ;,+y�� 4!iq INSURANCE: See"INSURANCE"herein.
C� c .?
eo
� In the opinion of Gust Rosenfeld PL
.C. Tucson,Arizona, Bond Counsel,under existing laws,regulations, rulings and judicial decisions,and assuming
�
conditions and requirements by the Town and the Corporation as mentioned under"TAX EXEMPTION
:: � continuing compliance with certain restrictions, 9
= = 1999 Bonds is excludedfrom gross income for purposes of calculating federal income taxes and is exempt from
En ,� herein, interest income on the Series
c income on the Series 1999 Bonds is not an item of preference to be included in the alternative minimum tax of individuals
e � Arizona income taxes. Interest
o `'
c, 0 or corporations; such interest income must, however, be taken into account as an adjustment to alternative minimum taxable income for certain
o corporations. See"TAX EXEMPTION"herein.
$4,435,000*
co 'co TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
• o EXCISE TAX REVENUE BONDS, SERIES 1999
08
Dated: June 1,1999
Due: January 1 and July 1,as shown on the inside front cover
.- 41
c Valley, Arizona Municipal Property Corporation Excise Tax Revenue Bonds, Series 1999 (the "Series 1999 Bonds") are
� The Town of Oro
a. P
°' purpose of providingfunds to(1)construct and equip(a)water facilities to tie water facilities acquired with the proceeds of the
�„ � issued for the Arizona (the
L -5 Bonds BeingRefunded (as described herein)into the existing water system(the "Water System") of the Town of Oro Valley,
and a Development Services Building, (2) refund and refinance the following Town Obligations: (a) Town of Oro Valley,
L � "Town"), (b) p
_ Water Improvement District No.1 Special Assessment and Water Revenue Bonds,Series 1992(the"Bonds Being Refunded"and the
� �, Arizona, p P
a' � Bonds")and payamounts due the City of Tucson,Arizona,under a "Settlement Agreement" the("Tucson Settlement"),(3)
a� �, "Series 1992 (b) purposepaythe costs
c ` fund anyrequired additional Reserve Fund contribution or purchasing a Qualified Surety Obligation for such and(4)
� o q
v o of issuance of the Series 1999 Bonds.
E
= i;
Interest on the Series 1999 Bonds is payable semiannually commencing on January 1, 2000, and semiannually thereafter on July 1 and
�. � P Y
Ti `oJ ranusY 1 of each year(each an"Interest Payment Date")on the basis of a 360-day year of twelve 30-day months.
o .
� �
The Series
1999 Bonds will be delivered to and registered in the name of Cede&Co.,as nominee of the Depository Trust Company,New
C York,New York,a registered securities depository("DTC"). The Town will initially utilize the"book-entry-only system"of DTC,although
u the Town and DTC each reserve the right to discontinue that system at any time. Utilization of the book-entry-only procedure will affect the
and timingof payment and the method of transfer of principal and interest on the Series 1999 Bonds. So long as the book-entry-only
Q, � methods p ym N.A.
� -- system is in effect,and all payments of principal and interest will be made when due to Cede&Co.,through Norwest Bank,Arizona, ,
Registrar and PayingyyA Agent. DTC will be responsible for distributing the principal and interest payments to its direct and indirect
,a, t the Bond g
= participants for distribution to the Series 1999 Bond Owners(the"Beneficial Owners"). So long as the book-entry-only system is in effect and
0
o : Cede&Co. as nominee of DTC,is the registered owner of the Series 1999 Bonds,all references herein to owners of the Series 1999 Bonds and
�
c provisions for consents byowners of the Series 1999 Bonds will refer to and be solicited from Cede&Co.,and not the Beneficial Owners.
o ra-
zz
E>, See the Maturity Schedule and
0 al Additional Information on the Inside Front Cover
o =
C The Series 1999 Bonds are subject to optional and mandatory redemption prior to maturity as described herein.
..ctL
co The principal of and,premium,if any,and interest on the Series 1999 Bonds are special obligations payable solely from the rentalpayments
ic:
� � P P
fg tobep y
aid b the Town to the Town of Oro Valley Municipal Property Corporation (the "Corporation") pursuant to a Lease-Purchase
•
_ 0,a, ,= Agreement( y supplement amended b the first su lement thereto, the"Town Lease")between the Town and the Corporation. The payment of the
d = is secured bypledge of and first lien on,all of the Town's fines and forfeitures,license and permit fees,transaction privilege
p g
s rental payments s other transaction privilege,excise and business taxes,franchise fees and taxes,bed and rental taxes and income taxes which the
� � (sales)taxes, p g
c v) P
own now or in the future imposes and collects or may collect in the future,and all state shared sales and income taxes and state revenue
T
=° �'' collected or allocated or apportioned,now or hereafter to the Town by the State of Arizona,any political subdivision thereof,or any
= A sharing PP rule or
o cogovernmental unit or agency, except the share of the Town of any excise or franchise taxes which by State of Arizona law,
� � other
= must be expended for other purposes,such as motor vehicle fuel taxes(the"Excise Taxes"). Such pledge is on a parity with the
o � regulation p
a' Excise Taxes for the payment of the Town's obligations pursuant to the Town Lease, which also secures the Corporation's
co = pledge of p Y
8 Water System Acquisition Bonds,Series 1996 (the "Series 1996 Bonds") and a lease-purchase agreement between the Town and
— Municipal y q - Series 1996 (the "Series 1996
.� s
c Norwest Bank, Arizona, N.A., interests in which are represented by the Certificates of Participation,
• 8 ates"' . Additional Obligations(as defined herein) may be issued and secured for payment by a pledge of Excise Taxes on a parity
s `o � Certificates").
_ pledge of Excise Taxes for payment of the Town Lease. See"SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 1999
� �� with thepie g P Y
F. - herein. The Series 1999 Bonds are special obligations of the Corporation payable solely from the sources herein described. The Series 1999
� � N BONDS"
_ 0 -a Bonds are not general obligationsof
the Corporation,the Town, the State of Arizona or any political subdivision thereof and do not constitute a debt or a
E cu ofthefullfaith and credit ofthe Corporation,the Town, the State of Arizona or any political subdivision thereof The Corporation has no taxing
-1-7,� � � pledge
o g power.
V) m >
•- c This cover page contains certain information for convenience of reference only. It is not a summary of the issue of which the Series 1999 Bonds are a part.
� o � Pg
.- c "6 Investors must read this Official Statement in its entirety to obtain information essential to the making of an informed investment decision withrespect
� o o
O the Series 1999 Bonds.
.c o a
= PEACOCK, HISLOP STALEY & GIVEN, INC.
,
N--4 Tr, ...o
" Subject to change.
The Town and the Corporation do not expect to issue or to have issued on their behalf,during the calendar year in which the Series 1999
Bonds are issued,an aggregate amount of tax-exempt obligations greater than$10,000,000 for purposes of the Internal Revenue Code of 1986,
as amended. As such,the Town and the Corporation will designate the Series 1999 Bonds as"qualified tax-exempt obligations" within the
meaning and for purposes of Section 265(b)of the Internal Revenue Code of 1986,as amended.
The Series 1999 Bonds are offered when,as and if issued,subject to the approving opinion of Gust Rosenfeld P.L.C.,Tucson,Arizona,Bond
Counsel,as to validity and tax exemption. In addition,certain legal matters will be passed upon solely for the benefit of the Underwriter by
Chapman and Cutler,Phoenix,Arizona. It is expected that the Bonds will be available for delivery to DTC on or about June ,1999.
MATURITY SCHEDULE*
$ * Serial Bonds
Principal Interest Price or
Maturity* Amount* Rate Yield
January 1,2000 $ 80,000 % %
July 1,2000 85,000
January 1,2001 120,000
July 1,2001 125,000
January 1,2002 125,000
July 1,2002 135,000
January 1,2003 130,000
July 1,2003 135,000
January 1,2004 135,000
July 1,2004 145,000
January 1,2005 135,000
July 1,2005 155,000
January 1,2006 150,000
July 1,2006 155,000
January 1,2007 150,000
July 1,2007 160,000
January 1,2008 160,000
July 1,2008 165,000
January 1,2009 165,000
July 1,2009 175,000
January 1,2010 85,000
July 1,2010 85,000
January 1,2011 85,000
July 1,2011 90,000
January 1,2012 90,000
July 1,2012 95,000
January 1,2013 35,000
July 1,2013 55,000
January 1,2014 75,000
July 1,2014 75,000
January 1,2015 75,000
July 1,2015 80,000
January 1,2016 85,000
July 1,2016 85,000
January 1,2017 85,000
July 1,2017 90,000
January 1,2018 . 90,000
July 1,2018 95,000
January 1,2019 95,000
July 1,2019 100,000
$ % Term Bonds due July 1, *-Price %
$ % Term Bonds due July 1, *-Price %
(Plus interest accrued from June 1,1999)
* Subject to change.
REGARDING THIS OFFICIAL STATEMENT
No dealer,broker, salesperson or other person has been authorized by the Corporation, the Town or the
Underwriter toY
any information or to make any representations other than those contained in this
g
Official Statement, and, ifg iven or made, such other information or representations must not be relied
upon as havingbeen authorized bythe foregoing. This Official Statement does not constitute an offer to
p
sell or the solicitation of an offer to buy nor shall there be any sale of the Series 1999 Bonds by any person
in any jurisdiction in which it is unlawful for such person to make such offer,solicitation or sale.
The information set forth herein has been obtained from the Town, the Corporation, the Pima County
Assessor's Office, Finance Department and Treasurer's Office and other sources which are considered to
be reliable and customarily relied upon in the preparation of similar official statements. The presentation
of information, including tables of receipts from taxes and other sources, is intended to show recent
historical information and is not intended to indicate future or continuing trends in the financial position
or other affairs of the Town. All information, estimates and assumptions contained herein have been
based onP
P ast experience and on the latest information available and are believed to be reliable, but no
representations are made that such information,estimates and assumptions are correct,will continue,will
be realized or will be repeated in the future. To the extent that any statements made in this Official
Statement involve matters of opinion or estimates, whether or not expressly stated to be such, they are
made as such and not as representations of fact or certainty, and no representation is made that any of
these statements have been or will be realized. Information other than that obtained from official records
of the Town has been identified by source and has not been independently confirmed or verified by the
Town. This Official Statement contains estimates, projections and forecasts which are forward looking
statements concerning facts which may or may not occur in the future. All such forward looking
statements may not be realized and must be viewed with an abundance of caution. The information and
P
expressions of opinion herein are subject to change without notice,and neither the delivery of this Official
Statement nor any sale made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Town or any of the other parties or matters described herein since
the date hereof.
Upon issuance,the Series 1999 Bonds will not be registered under the Securities Act of 1933, as amended,
or any state securities law, and will not be listed on any stock or other securities exchange. Neither the
Securities and Exchange Commission nor any other federal, state or other governmental entity or agency
will haveP
P assed upon the accuracy or adequacy of this Official Statement or approved the Series 1999
Bonds for sale.
As the person""obligated with respect to the Series 1999 Bonds, the Town has undertaken to provide
continuing disclosure as described in this Official Statement under "CONTINUING DISCLOSURE" and
in APPENDIX F -FORM OF CONTINUING DISCLOSURE UNDERTAKING," all pursuant to Rule 15c2-
12 of the Securities and Exchange Commission.
TABLE OF CONTENTS
Page
Introductory Statement 1
The Municipal Property Corporation 2 The Series 1999 Bonds 2
Authorization 2
Purpose 2
General Terms 3
S
Book-Entry-Only Ystem 3
of Book-Entry-Only System 5
DiscontinuationY Y Y 5
Delivery of Certificates Registered Owners
Payment of Series 1999 Bonds 5
Transfers and Exchanges 5
Year 2000 Issues and DTC 6
6
Registrar and Paying Agent
Provisions 7
Redemption7
Optional Redemption
Mandatory Redemption 7 Notice of Redemption 7
Defeasance 8
ri For and Sources of Payment of the Series 1999 Bonds 8
Security Ym
General 8
Rental Payments Under the Town Lease 9
e 9
Reserve Fund
Obli Obligations 9
Additionalg
Town's Intention to Pay Rental Payments from Net Water System Revenues 10
of Insufficient Net Water System Revenues to Pay Rental Payments 10
Consequences10
Excise Taxes
Town Sales Tax 11
State Sales Taxes 12
State Revenue Sharing13
13
Franchise Taxes
Licenses enses and Permits;Fines 14
Actual and Projected Collections 14
Projected
Historical and Projected Excise Tax Collections 14
Debt Service Requirements and Coverage 15
Estimated q 17
�
Sources and Uses of Funds 17
Plan of Refunding 18
Bonds Being Refunded 18
Verification of Mathematical Computations 18
The Water System 18
General Background
Administrative Staff 18
209
Billing and Accounting 20
Water Sources and Supply
Well Supply 1 20
e 20
Surface Water 20
Water Rate Structure
Water Costs 20
AffectingWater Costs 21
Factors 22
Water System Connection Fee
TABLE OF CONTENTS
(Continued)
Page
Water Rates 24
Net Water System Revenues Coverage of Water Related Debt Service 26
Regulatory Requirements—Water Supply 27
Central Arizona Water Conservation District 28
Improvements to the Water System to be Made with Proceeds of the Series 1999 Bonds 28
Tucson Settlement Agreement 28
The Town's General Fund 29
Non-Litigation and Comfort Certificates 30
Legal Matters 30
Tax Exemption 30
Original Issue Discount 32
Rating 32
Insurance 33
Underwriting 33
Political Contributions 33
Relationships Among Parties 33
Continuing Disclosure 33
Year 2000 34
Certification Concerning Official Statement 34
Concluding Statement 34
Miscellaneous 35
Appendix A: Summaries of the Principal Documents
Appendix B: Town of Oro Valley,Arizona General Economic and Demographic Information
Appendix C: Town of Oro Valley,Arizona Financial Data
Appendix D: Town of Oro Valley,Arizona Audited Annual General-Purpose Financial Statements
for the Year Ended June 30, 1998
Appendix E: Form of Approving Legal Opinion
Appendix F: Form of Continuing Disclosure Undertaking
OFFICIAL STATEMENT
$4,435,000*
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
EXCISE TAX REVENUE BONDS, SERIES 1999
INTRODUCTORY STATEMENT
This Official Statement, which includes the cover page and appendices hereto, has been prepared in
connection with the original issuance and sale by the Town of Oro Valley Municipal Property Corporation
(the "Corporation") of $4,435,000* principal amount of the Town of Oro Valley Municipal Property
Corporation Excise Tax Revenue Bonds,Series 1999 (the "Series 1999 Bonds"), identified on the cover page
of this Official Statement. Certain information concerning the authorization, purpose, terms, sources of
payment, and security for the Series 1999 Bonds is contained in this Official Statement. Information about
the Town of Oro Valley, Arizona (the "Town"), is included in Appendices B and C, and the most recent
audited financial statements for the Town are included in Appendix D.
The Series 1999 Bonds are special obligations of the Corporation paid from rental payments to be paid by
the Town ("Rental Payments") pursuant to a Lease-Purchase Agreement dated as of April 1, 1996 (the
"Lease-Purchase Agreement"), as amended by the First Amendment to Lease-Purchase Agreement, dated
as of June 1, 1999 (the "First Amendment", the Lease-Purchase Agreement as amended by the First
Amendment is herein collectively referred to as the "Town Lease"). The Lease-Purchase Agreement was
executed by the Corporation, as Lessor, and the Town, as Lessee, and assigned to Norwest Bank Arizona,
N.A., as Trustee (the "Trustee") pursuant to a Trust Indenture, dated as of April 1, 1996 (the "Trust
Indenture", as supplemented by the First Amendment to Trust Indenture, dated as of June 1, 1999 (the
"First Amendment"), and as so supplemented, the "Indenture"), in each case by and between the
Corporation and the Trustee.
Under the terms of the Town Lease, the Town is required to make semiannual Rental Payments in
amounts sufficient to pay when due the principal and interest requirements of the Series 1996 Bonds, the
Series 1999 Bonds and any Additional Obligations (each as defined herein). The Town pledges for the
payment of such Rental Payments the Excise Taxes (as hereafter defined).
The Lease-Purchase Agreement initially pertained to the lease by the Corporation to the Town of two
domestic water systems. Pursuant to the First Amendment, the 1992 Project (as defined hereafter) and the
Development Services Building when constructed will be leased to the Town under the Lease. The
Development Services Building will be constructed on land subleased to the Town by the Corporation.
The 1992 Project and the land upon which the Development Services Building will be constructed will be
leased or subleased, as applicable, by the Town to the Corporation pursuant to a Facilities Lease, dated as
of June 1, 1999 (the"Facilities Lease")by and between the Town,as lessor,and the Corporation,as lessee.
Certain of the Corporation's right, title and interest, as lessor, in the Town Lease, and the Corporation's
right, title and interest, as lessee, in the Facilities Lease, will be assigned to the Trustee, pursuant to the
First Amendment. The Trustee will hold the rights and interests assigned by in trust for the benefit of the
owners of the Series 1996 Bonds and the Series 1999 Bonds.
* Subject to change.
1
References to provisions of federal or Arizona law,whether codified or uncodified, are references to those
current provisions. Those provisions may be amended,repealed or supplemented.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASSIGNED TO.
THEM IN APPENDIX A—"SUMMARIES OF THE PRINCIPAL DOCUMENTS."
THE MUNICIPAL PROPERTY CORPORATION
The Corporation is a nonprofit corporation incorporated pursuant to the laws of the State of Arizona
(sometimes referred to herein as "Arizona" or the "State") formed for the purpose of any civic or
charitable purchase such as financing the cost of acquiring, constructing and equipping of facilities for use
by and for leasing to the Town.
Except to the extent of payments received from the Town under the Town Lease, the Corporation is not
financially liable for the payment of the principal of or interest on the Series 1999 Bonds and the Owners of
the Series 1999 Bonds will have no right to look to the Corporation for payment of the Series 1999 Bonds.
THE SERIES 1999 BONDS
Authorization
The Series 1999 Bonds are being issued by the Corporation pursuant to the Indenture and resolutions of
the Council of the Town and the Board of the Corporation.
Purpose
The Series 1999 Bonds are being issued for the purpose of providing funds to (1) construct and equip
(a) water facilities to tie water facilities acquired with the proceeds of the Bonds Being Refunded (as
defined below) into the existing water system (the "Water System") of the Town and (b) a Development
Services Building, (2) refund and refinance the following Town Obligations: (a) Town of Oro Valley,
Arizona, Water Improvement District No. 1 Special Assessment and Water Revenue Bonds, Series 1992
(the "Bonds Being Refunded" and the "Series 1992 Bonds") and (b) pay all amounts due the City of
Tucson, Arizona, under a "Settlement Agreement" the ("Tucson Settlement"), (3) fund any required
additional Reserve Fund contribution or purchase a Qualified Surety Obligation for such purpose and (4)
pay
the costs of issuance of the Series 1999 Bonds. See also "PLAN OF REFUNDING" and
"VERIFICATION OF MATHEMATICAL COMPUTATIONS"herein.
The Development Services Building will upon completion comprise a 9,810 square foot facility located on
approximately roximatel 0.23 acres located on land currently being purchased by the Town. Such facility is expected
to house administration offices of the Community Development Department, the Planning and Zoning
Division, the Building Safety Division and the Department of Public Works of the Town. In addition,such
facility will include a hearing room for use by the Planning and Zoning Commission, the Development
Review Board, the Board of Adjustment and other community groups of the Town.
See also "THE WATER SYSTEM — Improvements to the Water System to be made with Proceeds of the
Series 1999 Bonds"herein.
2
General Terms
The Series 1999 Bonds will be dated as of June 1, 1999,will bear interest at the rates payable semiannually
on January 1 and July 1 of each year, commencing January 1, 2000 (each an "Interest Payment Date") and
mature on the dates and in the amounts set forth on the inside front cover of this Official Statement.
If the "book-entry-only system" described below is discontinued,interest on the Series 1999 Bonds will be
payable by check drawn on Norwest Bank, Arizona, N.A., the Registrar and the Paying Agent (as
hereinafter defined) and mailed on or prior to each Interest Payment Date to the registered Owners of the
Series 1999 Bonds at the addresses shown on the books of the Registrar on the 15th day of the month
preceding each such Interest Payment Date (the "Record Date"), and principal with respect to the Series
1999 Bonds, at specified payment dates or on any prepayment, will be payable upon presentation and
surrender of the Series 1999 Bonds to the principal corporate trust office of the Paying Agent.
Additionally, payment of interest may also be made by wire transfer upon two (2) days prior written
request delivered to the Paying Agent specifying a wire transfer address in the continental United States
by any owner owning an aggregate principal amount of at least $1,000,000 of the Series 1999 Bonds.
Interest will be computed on the basis of a year comprised of 360 days consisting of twelve months of
thirty days each.
Book-Entry-Only System
The information set forth below and under the headings "THE SERIES 1999 BONDS—Discontinuation of
the Book-Entry-Only System" and "- Year 2000 Issues and DTC" are based solely on information
provided by DTC. No representation is made as of the completeness or the accuracy of such information
or as to the absence of material adverse changes in such information subsequent to the date hereof.
Beneficial ownership interests in the Series 1999 Bonds shall be available in book-entry form only.
Purchases and sales by the Beneficial Owners of the Series 1999 Bonds can be made in the authorized
denominations specified in the Indenture ($5,000 or any multiple thereof). Purchasers of beneficial
ownership interests in the Series 1999 Bonds will not receive certificates representing their interests in the
Series 1999 Bonds and will not be considered bondholders under the Indenture, except as described
below.
DTC 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 securities that its participants ("Participants") deposit with DTC. DTC also facilitates
the settlement among Participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations(the"Direct Participants"). DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and
dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
Purchases of Series 1999 Bonds under the DTC system must be made by or through Direct Participants,
which are to receive a credit for the Series 1999 Bonds on DTC's records. The ownership interest of each
actual purchaser of a beneficial interest in the Series 1999 Bonds ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
3
confirmation from DTC of their purchases, but Beneficial Owners are expected to receive written
confirmation 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 transactions.
Transfers of ownership interests in the Series 1999 Bonds are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Series 1999 Bonds,except in the event that use of the book-entry
system for the Series 1999 Bonds is discontinued.
To facilitate subsequent transfers,all Series 1999 Bonds deposited by participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of the Series 1999 Bonds with DTC
and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Series 1999 Bonds; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Series 1999 Bonds are credited, which may or
may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC and Direct Participants, by Direct Participants
to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners shall be
governed by arrangements among them,subject to any statutory or regulatory requirements as may be in
effect from time to time. Beneficial Owners of the Series 1999 Bonds may wish to take certain steps to
augment the transmission to them of notices of significant events with respect to the Series 1999 Bonds,
such as redemptions, tenders, defaults and proposed amendments to the Security documents. Beneficial
Owners of Series 1999 Bonds may wish to ascertain that the nominee holding the security for their benefit
has agreed to obtain and transmit notices to Beneficial Owners.
Redemption notices shall be sent to Cede & Co. If less than all of the Series 1999 Bonds within a single
maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Series 1999 Bonds. Under its usual
procedures, DTC mails an omnibus proxy to the Trustee 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 Series 1999 Bonds are credited on the record date (identified in a listing attached to the
omnibus proxy).
Principal,redemption premium, if any, and interest payments on the Series 1999 Bonds are to be made to
DTC. Payments by Participants to Beneficial Owners shall 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 Participant and not of DTC, the
Registrar, the Paying Agent, the Trustee, the Town or the Corporation, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC
is the responsibility of the 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 the
responsibility of Direct and Indirect Participants.
None of the Corporation, the Town, the Registrar, the Paying Agent or the Trustee shall have any responsibility or
obligation to any DTC Participant,Indirect Participant any Beneficial Owner or other persons claiming a beneficial
ownership interest in the Series 1999 Bonds under or through DTC or any DTC Participant, with respect to (i) the
accuracy of any records maintained by DTC or any DTC Participant with respect to the beneficial ownership
interest in the Series 1999 Bonds; (ii) the payment by DTC or any DTC Participant or Indirect Participant of any
amount in respect of the principal of and premium, if any, or interest on the Series 1999 Bonds to any Beneficial
Owner of other person for the Series 1999 Bonds; or (iii) the delivery to any Beneficial Owner of the Series 1999
Bonds, or any other person of any notice which is permitted or required to be given to owners under the Indenture.
4
None of the Corporation, the Town, the Registrar, the Paying Agent or the Trustee shall have any responsibility
with respect to obtaining consents from anyone other than the Registered Owners.
For every transfer and exchange of a beneficial ownership interest in the Series 1999 Bonds, the Beneficial
Owner may be changed a sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in relation thereto.
No assurance can be given by the Corporation, the Town, the Registrar, the Paying Agent or the Trustee that DTC
will distribute to the DTC Participants or the DTC Participants will distribute to the Beneficial Owners
(i) payments of debt service on the Series 1999 Bonds paid to DTC or its nominee, as the Registered Owner, or (ii)
any redemption or other notices, or that DTC or the DTC Participants will serve or act on a timely basis or in a
manner described in this Official Statement.
DTC may determine to discontinue providing its services with respect to the Series 1999 Bonds at any
item by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect
thereto under applicable law. In the event that no satisfactory substitute depository is found to replace
DTC, or if the Corporation determines that Beneficial Owners should be able to obtain Security
certificates, the Corporation is obligated to deliver Series 1999 Bonds, at the expense of the Beneficial
Owners as described in the Indenture.
Discontinuation of Book-Entry-Only System
If at any time, DTC notifies the Trustee, the Town and the Corporation that it is unwilling or unable to
continue as the book-entry-only Depository with respect to the Series 1999 Bonds,or if at any time DTC is
no longer registered or in good standing under the Securities Exchange Act and a successor Securities
'�
Depository is not approved by the Corporation within 90 days after the Corporation receives notice or
becomes aware of such condition, the book-entry-only system for the Series 1999 Bonds shall be
discontinued. In addition, the Corporation may discontinue the book-entry-only system for such Series
1999 Bonds at any time,by giving reasonable notice to DTC (or a successor securities depository).
In the event that the book-entry-only system for the Series 1999 Bonds is discontinued, the following
provisions would apply to such Series 1999 Bonds or any series thereof, subject in each case to further
conditions set forth in the Indenture.
Delivery of Certificates:Registered Owners. Definitive Series 1999 Bonds in fully registered form would
beP rinted, deliver to, and registered in the names of, the Direct Participants, or such other persons as
such Direct Participants may specify (which may be the Indirect Participants or Beneficial Owners), in
authorized denominations. The ownership of the Series 1999 Bonds so delivered (and any series 1999
Bonds thereafter delivered upon a transfer or exchange described below) would be registered in the
registration books to be kept by the Registrar. Except as provided in the Indenture, the Corporation and
the Registrar would be entitled to treat the registered owners of such Series 1999 Bonds, as their names
appear in such registration books as of the appropriate dates, as the owners thereof for all purposes
described herein and in the Indenture.
Payment of Series 1999 Bonds. The principal of and any redemption premium on the Series 1999 Bonds
would be payable upon surrender thereof at the designated corporate trust office of the Paying Agent,
and interest would be payable by check or draft mailed by the Paying Agent to the registered owners of
the Series 1999 Bonds as shown on the registration books maintained at the designated corporate trust
office of the Registrar as of the close of business on the Record Date for such interest payment date.
Transfers and Exchanges. Series 1999 Bonds would be exchangeable at the designated corporate trust
office of the Registrar for a like aggregate principal amount of Series 1999 Bonds of other authorized
denominations, and the execution by the Corporation of any security of any denomination would
5
constitute full and due authorization of such denomination, and the Registrar would thereby be
authorized to authenticate and deliver such fully registered Series 1999 Bond. Upon surrender for
transfer of any fully registered Series 1999 Bond at the designated office of the Registrar, the Corporation
would execute and the Registrar would authenticate and deliver in the name of the transferee or
transferees a new fully registered Series 1999 Bond or Series 1999 Bonds for a like aggregate principal
amount.
The Registrar shall require the payment by the Owner of any security of any tax, fee or other
governmental charge required to be paid with respect to the exchange or transfer of such Series 1999
Bond; provided that the Registrar may not exchange or register the transfer of any Series 1999 Bond being
called for redemption after the Record Date with respect to the redemption of such Series 1999 Bond.
Year 2000 Issues and DTC
DTC states: DTC management is aware that some computer applications, systems, and the like for
processing data ("Systems") that are dependent upon calendar dates, including dates before, on,and after
January 1, 2000, may encounter "Year 2000" problems. DTC has informed its Participants and other
members of the financial community (the "Industry") that it has developed and is implementing a
program so that its Systems, as the same relate to the timely payment of distributions (including principal
and income payments) to bondholders, book-entry deliveries, and settlement of trades within DTC,
continue to function appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing phase, which is expected to
be complete within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent upon other parties, including
but not limited to issuers and their agents, as well as third-party vendors from whom DTC licenses
software and hardware, and third-party vendors on whom DTC relies for information or the provision of
services, including telecommunication and electrical utility service providers, among others. DTC has
informed the Industry that it is contacting (and will continue to contact) third-party vendors from whom
DTC acquires services to: (i) impress upon them the importance of such services being Year 2000
compliant; and (ii) determine the extent of their efforts for Year 2000 remediation (and, as appropriate,
testing) of their services. In addition, DTC is in process of developing such contingency plans as it deems
appropriate.
According to DTC, the foregoing information under the headings "THE SERIES 1999 BONDS — Book-
Entry-Only
ook-
� y System,"-Onl S stem," "- Discontinuation of Book-Entry-Only System" and "- Year 2000 Issues and DTC,"
with respect to DTC has been provided to the Industry for information purposes only and is not intended
to serve as a representation,warranty,or contract modification of any kind.
Registrar and Paying Agent
Norwest Bank, Arizona, N.A., or its successor, will serve as the initial bond registrar and transfer agent
(the "Registrar") and paying agent (the "Paying Agent") for the Series 1999 Bonds. The Trustee may
change the Registrar and Paying Agent without notice to or consent of the registered owners of the Series
1999 Bonds.
6
Redemption Provisions*
Optional Redemption. Series 1999 Bonds maturing before or on July 1, , are not subject to
redemption prior to their stated maturity date. Series 1999 Bonds maturing on or after January 1, ,
may be redeemed prior to maturity, in whole or in part, on any Interest Payment Date, in the order of
maturities designated by the Town on or after July 1, , at the redemption prices set forth below
(expressed as a percentage of principal amount to be redeemed),plus in each case, interest accrued to the
date fixed for redemption:
Redemption Dates Premium
July 1, ,through June 30, 0/0
July 1, , through June 30,
July 1, ,and thereafter without premium.
Mandatory Redemption*. Series 1999 Bonds maturing on July 1, , are subject to mandatory
redemption prior to their stated maturity, at random or such other manner, as selected by the Trustee, on
January 1 and July 1 in the years and principal amounts as follows, at a redemption price equal to the
principal amount thereof plus interest accrued to the date of redemption,but without premium:
Maturity Dates* Principal Amount*
January 1, $
July 1,
January 1,
July 1,
January 1,
July 1,
January 1,
July 1,
January 1,
July 1, (maturity)
Notice of Redemption. When redemption is authorized pursuant to the Indenture and the Town has
directed the Trustee to do so and has designated the Series 1999 Bonds to be redeemed in writing, the
Trustee shall give notice of the redemption of the Series 1999 Bonds on behalf of the Corporation. Notice
of such redemption shall be mailed to the respective owners designated for redemption at their addresses
appearing on the Series 1999 Bond Register,at least thirty(30) days,but not more than sixty(60) days prior
Pp g
to the redemption date, which notice shall, in addition to setting forth the above information, set forth, in
the case of each Series 1999 Bond called only in part, the portion of the principal thereof which is to be
redeemed; p rovided that neither failure to receive such notice nor any defect in any notice so mailed shall
effect the sufficiency of the proceedings for the redemption of such Series 1999 Bonds. During any period
when the book-entry-only system is in effect, all such notices shall be delivered to DTC and not to the
Beneficial Owners of the Series 1999 Bonds.
* Subject to change.
7
Notice of redemption of the Series 1999 Bonds shall be mailed by first class mail, postage prepaid, not
more than sixty (60) nor less than thirty (30) days prior to the date fixed for redemption, to the registered
owner of each Series 1999 Bond to be redeemed in whole or in part at the registered owner's address
shown on the registration books for the Series 1999 Bonds on the 15th day preceding that mailing;
provided,however, that so long as the Series 1999 Bonds are registered in the name of CEDE & CO. such
notices of redemption shall be given in accordance with DTC's rules and regulations. Failure to mail notice
to any registered owner of Series 1999 Bonds shall not affect the validity of the proceeding for the
'�
redemption of Series 1999 Bonds with respect to registered owners of Series 1999 Bonds.
Defeasance
The Series 1999 Bonds are subject to defeasance and may be paid or provided for with moneys or
Defeasance Obligations provided by or on behalf of the Town through the Town's exercise of its option to
orprovide for payment of the Series 1999 Bonds in accordance with the defeasance provision of
prepay P Ym
the Indenture. See APPENDIX A-"SUMMARIES OF THE PIZINCIPAL DOCUMENTS."
SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 1999 BONDS
General
The Real Property, which is being purchased by the Town, will be subleased by the Town to the
Corporation and the 1992 Project (the Real Property and the 1992 Project are collectively referred to as the
"Leased Property")er ") will be leased by the Town to the Corporation, both pursuant to the Facilities Lease.
The term of the Facilities Lease commences as of June 1, 1999, and continues until July 1, 2029, or for such
earlierP eriod if provisions for the payment in full, of the Series 1999 Bonds are made in the manner set
forth in the Indenture.
The
Corporation, pursuant to the Town Lease, will lease the Leased Property back to the Town. The
P
Series 1999 Bonds are special obligations of the Corporation payable solely from the Rental Payments
paid pursuant bythe Town to the Town Lease. The Town pledges for payment of such rental payments
all of the Town's fines and forfeitures, license and permit fees, transaction privilege (sales) taxes, other
transactiong
P rivile e,excise and business taxes, franchise fees and taxes,bed and rental taxes and income
taxes which the Town now or in the future imposes and collects or may collect in the future, and all state
shared sale and income taxes and state revenue sharing collected or allocated or apportioned, now or
hereafter to the Town by the State of Arizona, any political subdivision thereof, or any other
governmentalagency,unit or a ,except the share of the Town of any excise or franchise taxes which by State
of Arizona law, rule or regulation must be expended for other purposes, such as motor vehicle fuel taxes
(the "Excise Taxes"). Such pledge is on a parity with the pledge of Excise Taxes for the payment of the
P g
Town's
obligations pursuant to the Town Lease which also secures the Corporation's Municipal Water
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System Acquisition Bonds, Series 1996 (the "1996 Bonds"), and a lease-purchase agreement between the
Town and Norwest Bank, Arizona, N.A., interest in which are represented by the Certificates of
Participation,Series 1996(the"1996 Certificates").
the Town Lease, to the extentpermitted bylaw, the Town agrees to retain and maintain the
Pursuant to
Excise Taxes in effect so that the combined amount of all Excise Taxes in any fiscal year (July 1 to June 30)
are equal to at least two (2) times the total amount payable on the Series 1999 Bonds, the 1996 Bonds, the
1996 Certificates and any Additional Obligations hereafter issued or incurred during such fiscal year
(July 1 to June 30). If such receipts for the preceding fiscal year shall not equal at least two (2) times such
) P
Rental Paymentrequirements,uirements, the Town will impose new excise and franchise taxes or increase the rates
for the Excise Taxes currently imposed in order that (i) the current receipts will be sufficient to meet all
such current Rental Payment requirements under the Town Lease, the 1996 Certificates and (ii) the
8
current year's receipts will be reasonably calculated to attain the level as required for the next succeeding
fiscal year's Rental Payment requirements for such purpose.
THE SERIES 1999 BONDS AND THE RENTAL PAYMENTS UNDER THE TOWN LEASE DO NOT
CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE TOWN NOR SHALL THE
TOWN BE LIABLE FOR THE PAYMENT FROM AD VALOREM PROPERTY TAXES OF THE RENTAL
PAYMENTS OR PRINCIPAL OF AND INTEREST ON THE SERIES 1999 BONDS. PURSUANT TO THE
INDENTURE, THE SERIES 1999 BONDS WILL BE SPECIAL OBLIGATIONS OF THE CORPORATION
PAYABLE SOLELY FROM THE RENTAL PAYMENTS MADE PURSUANT TO THE TOWN LEASE. THE
SERIES 1999 BONDS DO NOT AND SHALL NOT REPRESENT OR CONSTITUTE A DEBT OR A DIRECT
OR INDIRECT PLEDGE OF THE FULL FAITH AND CREDIT OF THE TOWN OR OF THE STATE OR OF
ANY POLITICAL SUBDIVISION, MUNICIPALITY OR OTHER AGENCY THEREOF. THE
CORPORATION HAS NO TAXING POWER.
Rental Payments Under the Town Lease
The Town Lease willP rovide for the payment by the Town to the Trustee on the tenth (10th) day of each
month commencing July 10, 1999, of one-sixth (1/6) of the interest payable with respect to the Bonds on
the next succeeding Interest Payment Date. The Town Lease will also provide for the payment by the
Town to the Trustee on the tenth (10th) day of each month commencing July 10, 1999, one-sixth (1/6) of
theY
P P payable al a able with respect to the Series 1999 Bonds on the next succeeding January 1 or July 1, as
applicable. See APPENDIX A—"SUMMARIES OF THE PRINCIPAL DOCUMENTS."
Reserve Fund
In accordance with therovisions of the Indenture, Series 1999 Bond proceeds in the amount of
P deposited in the Reserve Fund upon
on(the "Additional Reserve Requirement") be p P
issuance of the Series 1999 Bonds. This deposit is in addition to the $1,970,000 deposit made with
proceeds of the 1996 Bonds (the "Initial Reserve Requirement"), which will bring the total balance of the
Reserve Fund to $2,408,102.50*. In lieu of a cash deposit, the Corporation may elect to provide a
Obligation QualifiedSuretyObli ation in the amount of the Additional Reserve Requirement. Moneys deposited in
the Reserve Fund from time to time will be invested according to the provisions of the Indenture (the
"Eligible Investments") and will be applied by the Trustee to the extent necessary to provide for the
payment of principal and interest on the Series 1999 Bonds and the 1996 Bonds when due if the moneys
available in the Revenue Fund are insufficient for that purpose. In the event of any such application of
Reserve Fund moneys, the Town Lease provides for the payment by the Town of additional rent in an
amount sufficient to replenish the Reserve Fund on or before the next succeeding Interest Payment Date.
Additional Obligations
Under the Indenture, the Corporation may issue one or more series of obligations on a parity with the
Bonds for theP ruP ose of refunding the Bonds or any other issue of parity obligations or to finance and
refinance the cost of acquiring,constructing, reconstructing or improving buildings, equipment and other
real andproperty
ersonalsuitable for any use by and lease to the Town, including but not limited to
P
domestic water systems, or for refinancing the 1996 Bonds, the 1996 Certificates the Series 1999 Bonds or
any Additional Obligations, and including costs of issuance and any required reserve funds. At the time
of issuance, the Corporation must enter into an amendment to the Town Lease or new lease with the
Town which will provide the additional Rental Payments necessary to pay the additional debt service on
the bonds to be issued.
* Subject to change.
9
So long as the 1996 Certificates and the Town Lease remain unpaid or unprovided for, the Town
covenants not to further encumber the Excise Taxes on a basis equal to the first lien pledge enjoyed by the
1996 Certificates and the Town Lease unless the Excise Taxes collected in the next preceding fiscal year
shall have amounted to at least two (2) times the highest combined Rental Payments to be made
thereunder for any succeeding twelve (12) months' and any payments to be made on any obligations then
outstanding and any obligations then proposed to be secured by a pari passu pledge of the Excise Taxes.
Town's Intention to Pay Rental Payments from Net Water System Revenues
The Town intends to pay the portion of the Rental Payments relating to the portion of the Series 1999
Bonds issued for the purposes of prepaying the obligations of the Town under the Tucson Settlement, for
advance refunding of the Bonds Being Refunded and for construction of improvements to the Water
System (the "Series 1999 Water Project", and such project to represent approximately 70% of the
Obligation Service Charges relating to the Series 1999 Bonds,the "1999 Water Related Debt Service") from
revenues of the Water System remaining after the payment of operating expenses of the Water System
("Net Water System Revenues"). Should Net Water System Revenues prove insufficient to pay the Rental
Payments under the Town Lease, the Town will be obligated to pay such portion of the Rental Payments
from Excise Taxes. THE TOWN'S NET WATER SYSTEM REVENUES ARE NOT PLEDGED TO,NOR DO
THEY SECURE, THE RENTAL PAYMENTS TO BE PAID UNDER THE TOWN LEASE.
Consequences of Insufficient Net Water System Revenues to Pay Rental Payments
Rental Payments under the Town lease representing debt service on the 1996 Bonds and the 1999 Water
Related Debt Service represent a substantial percentage of the Town's current annual budgeted
expenditures. Therefore, in order to avoid using Excise Taxes which currently pay budget expenditures
the Town is relying on the net Water System Revenues to provide at least one times coverage for the
Rental Payments under the Town Lease which will pay the Corporation's debt service on the 1996 Bonds
and the 1999 Water Related Debt Service even though the pledged source of the Rental Payments for such
obligations, in addition to the 1996 Certificates and the balance of the Series 1999 Bonds are the pledged
Excise Taxes. Although the Town expects sufficient Net Water System Revenues to pay the Rental
Payments relating to the 1996 bonds and the 1999 Water Related Debt Service,such Rental Payments from
Net Water System Revenues must be annually appropriated by the Town by including such Rental
Payments in each annual budget, there can be no assurance that such annual appropriation will occur. IF
THE TOWN USES EXCISE TAXES FOR RENTAL PAYMENTS RELATING TO THE 1996 BONDS OR
THE 1999 WATER RELATED DEBT SERVICE SOME INTERRUPTION OF NORMAL MUNICIPAL
SERVICES COULD RESULT THEREFROM BECAUSE THE TOWN USES THE EXCISE TAXES FOR
OTHER MUNICIPAL OPERATIONS. For a description of the Town's Water system, see "THE WATER
SYSTEM"herein.
EXCISE TAXES
The Excise Taxes pledged to payment of Rental Payments paid by the Town pursuant to the Town Lease
currently include the Town's unrestricted revenues from fines (the "Fines"), license and permit fees
("Licenses and Permits"), transaction privilege taxes ("Town Sales Taxes"), other transaction privilege,
excise and business taxes, franchise fees and taxes,bed and rental taxes and income taxes which the Town
now, or in the future, collects, or may collect in the future ("Miscellaneous Taxes"), and all state shared
sales taxes ("State Sales Taxes"), state shared income taxes and state revenue sharing ("State Revenue
Sharing") collected or allocated or apportioned now or hereafter to the Town by the State of Arizona, any
political subdivision thereof, or any other governmental unit or agency, except the share of the Town of
any excise or franchise taxes which by State of Arizona law,rule or regulation must be expended for other
purposes,such as motor vehicle fuel taxes. NO ASSURANCES CAN BE GIVEN THAT THE AMOUNT
OF STATE SALES TAXES OR STATE REVENUE SHARING WILL NOT BE REDUCED OR
10
ELIMINATED BY THE LEGISLATURE OF THE STATE IN THE FUTURE. The major categories of
such revenues are discussed more fully below.
Town Sales Taxes. Town Sales Taxes are levied by the Town upon persons on account of their business
activities within the Town. The amount of taxes due are calculated by applying the tax rate against the
gross proceeds of sales or gross income derived from the business activities shown in the table hereafter.
Town Sales Taxes revenues are collected by the Town on a monthly basis.
TABLE 1
TOWN TRANSACTION PRIVILEGE (SALES)TAX RATES BY CATEGORY
Business Activity Category Rate
Publishing 2.0%
Printing and Advertising 2.0
Contracting 2.0
Retail Sales (including food sales) 2.0
Restaurants and Bars 2.0
Amusements 2.0
Miscellaneous 2.0
Hotel/Lodging Room Rentals 3.0
Source: Finance Director of the Town.
11
The following table shows the amounts of the Town Sales Taxes by industry classification for fiscal years
1994/95 through 1997/98 and the projected amounts of Town Sales Taxes, by industry classification for
the current and following fiscal years:
TABLE 2
TOWN TRANSACTION PRIVILEGE(SALES)AND FRANCHISE TAX COLLECTIONS
BY INDUSTRY CLASSIFICATION
($000's omitted)
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Year Year Year Year Year Year
Industry Classification 1994/95 1995/96 1996/97 1997/98 1998/99* 1999/00**
Construction $ 2,123 $ 2,220 $ 1,844 $ 1,898 $ 2,265 $ 2,120
Manufacturing 3 2 2 4 2 2
Transportation,Communications and
Utilities 4 1 1 4 14 14
Wholesale Trade 12 16 19 18 13 13
Retail Trade 339 436 486 515 730 1,387
Restaurants,Bars and Lodging 746 840 888 896 906 981
Fire,Insurance and Real Estate 65 92 115 123 - -
Services 153 175 196 202 215 2.25
All Other 1 1 39 2 2 2
Cable Franchise 92 103 104 183 196 208
$ 3,538 $ 3,886 $ 3,694 $ 3,845 $ 4,343 $ 4,952
* Projected based on data received as of March 1, 1999. Figures are presented on the cash basis of
accounting per the Arizona Department of Revenue Standard Industry Summary Local Taxes
Collection Reports.
** Projected.
Source: Finance Director of the Town.
State Sales Taxes. Pursuant to statutory formula, cities and towns in Arizona receive a portion of the
State-levied State Sales Taxes. As the table below indicates, the rate of taxation varies among the different
types of business activities taxed, with the most common rate being 5% of the amount or volume of
business transacted.
The aggregate amount distributed to all Arizona cities and towns is equal to 25% of the "distribution
share" of revenues attributable to each category of taxable activity. The allocation to each city and town
of the revenues available to all cities and towns is based on its population relative to the aggregate
population ulation of all cities and towns as shown on the latest dicennial or special census. State Sales Taxes are
collected by the State and are distributed monthly to cities and towns.
12
TABLE 3
TAXABLE ACTIVITIES,TAX RATES AND DISTRIBUTION SHARE
Tax Distribution
Business Activity Category Rate Share -
Mining-Severance 2.5000% 80.00%
Oil and Gas,Sand and Gravel 3.1250 32.00
Transportation-Persons and Freight 5.0000 20.00
Utilities 5.0000 20.00
Communication 5.0000 20.00
Publishing 5.0000 20.00
Job Printing 5.0000 20.00
Private Cars/Pipelines 5.0000 20.00
Prime Contracting 5.0000 20.00
Owner Buildings 5.0000 20.00
Restaurants and Bars 5.0000 40.00
Amusements 5.0000 40.00
Personal Property Rentals 5.0000 40.00
Retail(excluding food sales) 5.0000 40.00
Hotel/Motel 5.5000 50.00
Membership Camping 5.0000 40.00
Timbering-Severance (a) 80.00
(b) The amount of severance tax levied on a severer engaged in the business of timbering shall be:
(1) Two dollars thirteen cents per thousand board feet for timber products that are derived
from ponderosa pine.
(2) One dollar fifty-one cents per thousand board feet for timber products derived from all
species except ponderosa pine.
Source: Arizona Department of Revenue.
State Revenue Sharing. Under current State law, Arizona cities and towns are preempted by the State
from imposing a local income tax. Cities and towns are,however,entitled by statutory formula to receive
15% (15.8% for the fiscal year 1999-2000 and returning to 15% for fiscal year 2000-2001 and thereafter) of
the net proceeds of State personal and corporate income tax collections for the two fiscal years prior to the
current fiscal year. Distribution of such funds is made monthly based on the proportion of each city's or
town's population to the total population of all incorporated cities and towns in the State as determined
by the latest dicennial or Special census. The increase to 15.8% was intended to offset expected reduced
income tax collections resulting from rate reductions. While the return to 15% is not expected to have an
immediate impact due to increased collections from strong economic activity, reduced economic activity
and/or additional rate cuts could materially adversely affect the Town's share of such revenue.
Franchise Taxes. Cities and towns in the State have exclusive control over public rights-of-way dedicated
to the municipality and may grant franchise agreements to and impose Franchise Taxes on utilities using
those rights-of-way. A franchise may be granted only with voter approval, with the exception of cable
television franchises which due to federal law do not require voter approval. The term of voter approved
13
franchises is limited to 25 years. The Town has granted franchises to and imposed Franchise Taxes on
cable television franchises.
Licenses and Permits; Fines. The Town imposes and collects fees for licenses and permits to engage in
certain activities within the Town and for the right to utilize certain Town property. The Town also
imposes and collects fines and forfeitures for violations of State laws or Town ordinances relating to
traffic,parking,animal control and other offenses.
Actual and Projected Collections. The following tables set forth the Town's actual Excise Tax collections
for fiscalY ear 1994/95 through 1997/98, and indicates the Town's projected collections for fiscal years
1998/99 and 1999/00. ,
TABLE 4
HISTORICAL AND PROJECTED EXCISE TAX COLLECTIONS
($000's omitted)
Actual(a) Projected(b)
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Year Year Year Year Year Year
Revenue Source 1994/95 1995/96 1996/97 1997/98 1998/99 1999/00
Town Sales and Franchise Taxes $ 3,461 $ 3,793 $ 3,866 $ 3,845 $ 4,343 $ 4,952
Licenses and Permits 1,260 982 930 1,069 1,158 1,105
Fines 201 243 223 184 211 201
State-Shared Sales Tax 578 773 1,387 1,465 1,525 1,635
State-Shared Income Tax(c) 528 672 1,489 1,682 1,963 2,178
Total $ 6,028 $ 6,463 $ 7,895 $ 8,245 $ 9,200 $ 10,071
(a) These figures are presented on a modified accrual basis of accounting.
(b) THESE PROJECTIONS WERE MADE IN MARCH OF 1999 BY THE FINANCE DIRECTOR OF THE TOWN.
SUCH PROJECTIONS ARE FORWARD LOOK STATEMENTS AND NO ASSURANCE CAN BE GIVEN
THAT THE PROJECTED COLLECTIONS WILL BE REALIZED AT THE TIMES OR IN THE AMOUNTS
SHOWN.
legislation reduced the percentage of state income tax collections shared with cities and towns. See
(c) Recentg
"State Revenue Sharing"above.
Source: Finance Director of the Town.
14
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16
TABLE 6
SOURCES AND USES OF FUNDS
Sources
Principal Amount of the Bonds $
Series 1992 Bonds Reserve Fund Transfer
Net Premium on the Bonds*
Total Sources of Funds $
Uses
Deposit to Construction Fund $
Tucson Settlement Agreement Prepayment
Deposit to Water System Improvement Fund
Deposit to Depository Trust
Deposit to Reserve Fund**
Payment of Costs of Issuance***
Deposit to Interest Account
Total Uses of Funds $
* Net of any original issue discount(if any) and Underwriter's compensation.
** Alternatively, the Corporation may purchase a Qualified Surety Obligation.
*** Includes bond insurance premium (if applicable) and premium associated with a Qualified Surety
Obligation(if applicable).
PLAN OF REFUNDING
A portion of the proceeds of the Series 1999 Bonds and a fund created to act as a Reserve Fund for the
Bonds Being Refunded will be placed in an irrevocable depository trust with Norwest Bank, Arizona,
N.A. (the "Depository Trustee") to be applied to the payment of the principal of, premium and interest
coming due on the Bonds Being Refunded until their maturity or redemption prior to maturity. See
"Bonds Being Refunded" hereafter. Such Series 1999 Bond proceeds will be used to acquire noncallable
obligations issued by the United States of America (the "Government Obligations" or "Defeasance
Obligations"), the principal of and interest on which,when due, are calculated to be sufficient to provide
for payment of the principal of, premium, and interest coming due on the Bonds Being Refunded. See
"VERIFICATION OF MATHEMATICAL COMPUTATIONS"hereafter. -
The Government Obligations will be held by the Depository Trustee in trust for the payment of such
principal of,premium, and interest on the Bonds Being Refunded pursuant to the terms of the depository
trust agreement between the Town and the Depository Trustee, dated as of June 1, 1999 (the "Depository
Trust Agreement").
17
Bonds Being Refunded
The following table sets forth the principal amounts, stated maturity dates, prior redemption dates and
redemption premiums of the Bonds Being Refunded:
Maturity or
Principal Principal Redemption
Issue Maturity Amount Amount Date Redemption
Series (January 1) Outstanding Refunded (January 1) Premium
Town of Oro Valley,Arizona 2000 $ 50,000 $ 50,000 2000 N/A
Water Improvement District No. 1 2001 50,000 50,000 2001 N/A
Special Assessment and 2002 55,000 55,000 2002 N/A
and Water Revenue Bonds, 2003 60,000 60,000 2003 N/A
Series 1992 2004 60,000 60,000 2003 1.00%
2005 65,000 65,000 2003 1.00
2006 70,000 70,000 2003 1.00
2007 75,000 75,000 2003 1.00
2008 80,000 80,000 2003 1.00
2009 85,000 85,000 2003 1.00
2010 90,000 90,000 2003 1.00
2011 95,000 95,000 2003 1.00
2012 100,000 100,000 2003 1.00
$935,000 $935,000
N/A-Not Applicable.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The arithmetical accuracy of the schedules provided by the Underwriter relating to (a) computation of
forecasted receipts of principal and interest on the Government Obligations and the forecasted payments
of principal,premium and interest on the Bonds Being Refunded,and (b) the computation of yields on the
Bonds and of the Government Obligations will be examined and reported on by Ernst & Young LLP,
certified public accountants. Such computations will be based solely on the schedules supplied by the
Underwriter. Ernst&Young LLP will restrict its procedures to examining the arithmetical accuracy of the
schedules and will not make any study or evaluation of the assumptions and information on which the
schedules will be based and,accordingly,will not express an opinion on the data used, the reasonableness
of the assumptions,or the achievability of the forecasted outcome.
THE WATER SYSTEM
General Background
The Water System is comprised of three separate public water systems currently serving over 12,000
customers. Approximately 10,000 of these customers lie within the thirty square-mile service area within
the Town limits and the remaining 2,000 customers are located in a service area outside of the Town
limits. There are approximately 1,700 customers within the Town limits that are served by the water
system owned by the Town's Oro Valley Domestic Water Improvement District No. 1 ("OVWID") and
18
Metropolitan Domestic Water Improvement District No. 1 of Pima County, Arizona ("MDWID"), as well
as the water system of the City of Tucson,Arizona ("Tucson").
The Water System is owned by the Corporation and, pursuant to a lease-purchase agreement with the
Corporation, is operated and maintained as a self-supporting municipally-operated utility of the Town.
Originally the Water System was a division of the Department of Public Works; however, with the
adoption of the fiscal year 1998/99 budget,the Water System became a separate department of the Town.
It is operated in a manner where the costs of providing water to the general public on a continuing basis
will be financed by user charges. The Water System is operated, and accounted for, under a separate
enterprise fund by the Town. Although a separate audit of the Water System's records will not be
conducted, it is subject to audit procedures in conjunction with the annual audit of the Town's combined
financial statements. The Water System's authority and responsibility is derived from the Arizona
Revised Statutes and ordinances and resolutions of the Town Mayor and Council. The Mayor and
Council adopt the Water System's annual budget (the "Water System Budget"), establish water rates and
fee structures and provide overall policy direction.
State law establishes the requirements for presentation and adoption of the Town's budget, which
includes the Water System Budget and requires the submission of a proposed Water System Budget to the
Mayor and Council each year. The Mayor and Council are required to hold a public hearing on the
proposed budget and to adopt the Town Budget.
The Oro Valley Water Utility Commission (the "Commission") was established by Ordinance to act as an
official advisory board to the Town Council on water system matters and policies. The Commission
consists of seven members appointed by the Town Council. The constituency of the Commission shall
include at least one member from the service area outside the Town limits. Pursuant to the Ordinance
establishing the Commission, the primary responsibilities of the Commission is to conduct an annual
water review process involving an evaluation of the Water System's revenue requirements and capital
improvement program and water rate adjustments to meet those needs. Following the Commission's
review of the water system, it recommends a capital program and schedule of rate adjustments to the
Mayor and Council. After public hearings, the Mayor and Council have the final authority to establish
water rates and charges.
Administrative Staff
In accordance with the utility code of the Town, the day-to-day management of the Water System shall be
the responsibility of the Water Utility Director who is appointed by the Town Manager. David G. Hook
presently is the Water Utility Director.
Mr. Hook was appointed as the Town Engineer in February 1996 and subsequently appointed as the
Water Utility Director in September 1998. Prior to his appointment, Mr. Hook served as Director of
Public Works for the City of Douglas, Arizona where he was responsible for the management of eight
public works divisions, including Street Maintenance, Facility Maintenance, Vehicle Maintenance, Water,
Wastewater, Solid Waste, and Parks and Cemetery Maintenance. Prior to his position with Douglas, he
served as City Engineer for the City of Noblesville, Indiana. Mr. Hook holds the degree of Bachelor of
Science in Civil Engineering from Purdue University and a Certificate in Public Management from
Indiana University, Indianapolis. He is a Registered Professional Engineer (P.E.) in the states of Arizona
and Indiana. Mr. Hook has also received a Masters Degree in Organizational Management from the
University of Phoenix.
Shirley Seng has acted as the Water System Administrator since acquisition of the Water System in May
1996. Ms. Seng served as the General Manager of the Canada Hills Water Company from May 1994
through April 1996 after having served as the Controller from July 1983 to April 1994.
19
Billing and Accounting
Accounting for the Water System is performed by the Finance Department of the Town while computer
operations are performed by the Water System itself. Meters are read and bills issued monthly.
Delinquent accounts receive a"late notice" thirty days after the initial billing and one "delinquent notice"
ten days after the "late notice." U.S.Supreme Court requires a "hearing"before a turn-off. Water service
is discontinued until the account is paid in full and a service charge assessed. Less than 1% of the Water
System's total accounts reach the point of turn-off.
Water Sources and Supply
Well Supply. The Water System obtains all of its municipal water supply from groundwater sources
pumped from twenty-three (23) wells. The well fields are all located in the Canada Del Oro Wash
watershed of the Tucson basin portion of the Upper Santa Cruz River Valley. At present, an additional
well is under construction and is expected to be placed into service by mid 1999.
According to letters from the Arizona Department of Water Resources ("ADWR") recoverable
groundwater in the aquifers from which the Utility pumps its water(between ground level and 1,000 feet
below the surface) will be sufficient and of adequate quality to meet the projected demand of the Water
System's service areas through and beyond the final maturity of the Series 1999 Bonds.
Surface Water. The Central Arizona Project ("CAP") is a water delivery system which conveys an
average of 1.2 million acre feet per year of Arizona's 2.8 million acre feet annual entitlement of Colorado
River water to Maricopa, Pinal and Pima counties in central Arizona. This water is supplemental to the
existing surface water and groundwater now being used by municipalities, industry, agriculture and
Indian communities in these counties.
During the early years of CAP availability, supply will exceed demand. Excess water will be recharged
until 2017 and in non-shortage years after 2017. Various long-term factors could impact the reliability of
the CAP supply including precipitation in the upper Colorado River basin; operation of the Colorado
River system by the United States Bureau of Reclamation ("USBR"); obligations to fulfill Colorado River
appropriations to other users which have priority over the Town; operation of the CAP by the USBR and
Central Arizona Water Conservation District ("CAWCD"); and operation and maintenance, and failures
of the CAP facilities. The USBR has predicted that project shortages may occur one year in five by the
year 2050.
With the acquisition of the Canada Hills Water Company in 1996, the Town acquired an allocation of
1,652 acre feet of CAP water; however, no facilities have been constructed to connect the Water System
service area with the CAP aqueduct. With the Town's management of OVWID, the Town will receive
control of an additional allotment of 642 acre feet of CAP water. Additionally, the Town is anticipating
the assignment of an additional allotment of 872 acre feet within the coming year. For the past two years,
the Town has contracted with Kai Farms to take direct delivery of its CAP allotment for use in irrigating
their crops. In-lieu of their use of groundwater, this has allowed the Town to accumulate long-term
storage credits for future resource management.
Water Rate Structure. After reviewing recommendations from the Commission,water rate schedules are
adopted by the Mayor and Council. The Town's principal consideration in designing rate schedules is to
assure that allocated costs of service are recovered in an equitable manner from the various customer
classes.
The first element of the water rate is the base rate or service fee. The base rate is designed to recover
customer costs associated with billing, collection expenses and meter reading. This fee, which increases
with meter size,includes the delivery of the first 1,000 gallons of water.
20
The second element of the monthly water use rate is the commodity charge. This charge is dependent
upon the amount of water used per month.
A typical single-family residential customer in the Water System's service area has historically used an
average of 9,000 gallons per month throughout the calendar year. On the basis of this level of use, typical
customer would pay$23.59 per month during the calendar year under current rates.
The Town has adjusted the water rates three times since acquiring the Water System. The first adjustment
was in fiscal year 1996/97. Upon acquisition, the Town reduced the monthly base rate and increased the
commodity rate. The second adjustment was in fiscal year 1997/98 to equalize the rates between the two
private utilities acquired. The third adjustment was in fiscal year 1998/99 which resulted in a 5.5%
increase in revenues to meet the revenue requirements.
Factors Affecting Water Costs
Over the past several years, energy costs have had a significant impact on the operating expenses of
municipal water systems. The energy costs of operating the existing well systems vary from well to well
and from one well system to another. Operating expenses, including power, are affected by topographic
pumping lifts needed to serve the higher elevations of the water system's service area as well as depth of
wells from which groundwater is extracted. Use of CAP water, if only for groundwater recharge, will
also increase operating expenses because costs associated with CAP water purchase and recharge is
currently more expensive than pumping groundwater from system wells. In an effort to decrease
pumping costs, the Water System is in the process of replacing over-sized and under-sized pumps as well
as constructing large size reservoirs to provide gravity feeds to as many customers as possible thereby
eliminating the need for pumps that currently pressurize the water system.
It is expected that the electrical utility regulatory environment will, in the future,permit users such as the
Water System to purchase electric energy from a number of competing sources. While the ability of the
Water System to do so is predicted to lower energy costs to the Water System, any savings are presently
impossible to quantify.
•
21
Water System Connection Fee
Customers connecting to the Water System are required to place a deposit as security against future
service charges. In addition, customers must pay meter installation fees, system connection impact fees
and alternative water resource development impact fees ("AWRD") prior to installation of any meter.
Until the new master plan for the Water System has been adopted by Mayor and Council, the Water
System connection fees differ, depending on the service area where the connection is located. The
following is the schedule of charges:
TABLE 7
WATER SYSTEM CONNECTION FEES
System Connection Fees
Meter Meter Meter Other AWRD
Size Fee Fee* Fees Fees
5/8 x 3/4" $ 100.00 $ 575.00 $ 550.00 $ 300.00
1" 160.00 1,468.00 1,375.00 750.00
1-1/2" 350.00 2,875.00 2,750.00 1,500.00
2" 440.00 4,600.00 4,400.00 2,400.00
3" 750.00 8,625.00 8,250.00 4,500.00
4" 1,600.00 14,375.00 13,750.00 7,500.00
6" Cost 28,750.00 27,500.00 15,000.00
8" Cost 28,570.00 N/A N/A
Multi-family N/A $ 275/unit $ 260/unit $ 144/unit
Source: The Town.
All water meters remain the property of the Town and the Town is responsible for meter maintenance.
The Town estimates that approximately 95% of the water system connections are customers with a 5/8"
meter.
22
The following table presents the Water System meter connections at the time the Water System was
acquired by the Corporation, the meters connected from fiscal year 1996/97 through 1997/98, meters
projected to be connected during fiscal years 1998/99 through 2007/08 and a running total number of
meters connected or projected to be connected during each year show. All projections are forward
looking statements and must be viewed with an abundance of caution.
TABLE 8
NUMBER OF METERS CONNECTED
Fiscal Meters Running
Year Connected Total
Pre- 05-01-96* 9,863 9,863
1995/96** 152 10,015
1996/97 523 10,538
1997/98 802 11,340
1998/99** 850 12,190
1999/00** 1,864 14,054
2000/01** 901 14,955
2001/02** 928 15,883
2002/03** 956 16,839
2003/04** 985 17,824
2004/05** 1,015 18,839
2005/06** 1,045 19,884
2006/07** 1,076 20,960
2007/08** 1,108 22,068
* Connections existing at the time the Town acquired the two private water companies.
** Connections added between May 1st and June 30, 1996.
** The Town projects meter connections to increase by 3% for each of these years. These projections
are forward looking statements. No assurance can be given that these projections will be met.
Source: The Town.
23
Water Rates
The Water System currently has two separate rate schedules. The rates labeled "City" represent the rates
charged to approximately 500 customers, the majority of which are located in the "Highlands Mobile
Home Park." These rates are being adjusted over a four year period to equal the "Non-City" rates. The
"Non-City" rates are the rates charges to all other customers regardless of user type. The following rates,
plus the applicable proportionate part of any taxes or any governmental impositions which are assessed on
water sales currently apply to all individually metered water services:
TABLE 9
SCHEDULE OF WATER RATES
Non-City City
Meter Monthly Base Rate Monthly Base Rate
Size (First 1,000 gals.) (First 1,000 gals.)
5/8 x 3/4" $ 9.85 $ 7.90
1" 24.70 19.70
1-1/2" 49.40 39,95
2" 79.00 63.00
3" 158.00 127.80
4" 250.00 200.74
6" 500.00 401.48
8" 850.00 N/A
Source: The Town.
In addition to the monthly base rate, the commodity rate for water usage above 1,000 gallons per month is
charged at $1.73 per 1,000 gallons. The Water System currently has two wholesale customers whose
commodity charge is $1.45 per 1,000 gallons. In addition, the Town entered into an agreement at the time
of acquisition of the Rancho Vistoso Water Company that provides for a special rate for the Vistoso
Partnersg olf courses. The commodity rate for any Vistoso Partners golf course is $100.00 per acre foot of
water. This rate is valid until an alternative source of water can be provided to the golf courses. See Table
11 —"SCHEDULE OF THE 15 LARGEST WATER SYSTEM CUSTOMERS"hereafter.
24
The following table lists the number of customers connected and the respective water revenues for each
type of customer for fiscal year 1997/98 ( the most recently completed fiscal year).
TABLE 10
NUMBER OF CONNECTIONS BY TYPE
FOR FISCAL YEAR 1997/98
Number Percentage Percentage
of of Water of
User Type Connections Total Revenues Total
Residential 10,574 93.2% $2,698,448 62.8%
Commercial 94 .8 272,320 6.3
Irrigation 253 2.2 308,808 7.2
Construction 404 3.6 127,513 3.0
Turf 8 .1 874,978 20.4
Wholesale/Unmetered 7 .1 14,199 .3
Totals 11,340 100.0% $4,296,266 100.0%
Source: The Town.
25
TABLE 11
SCHEDULE OF THE 15 LARGEST WATER SYSTEM CUSTOMERS
FOR FISCAL YEAR 1997/98
Estimated Estimated
Annual Annual
Gallons Water
Water System Customer Consumed* Charges
El Conquistador Golf Course&Country Club** 337,511 $ 687,233
Sun City Golf Course** 103,.842 192,996
Sheraton El Conquistador Resort 42,288 92,842
Sun CityCommunity Association 21,288 58,029
Vistoso Highland Golf Course** 153,403 50,228
Copper Creek Elementary School 11,569 43,196
Evans Withycombe(apartments) 18,324 39,598
Rockridge Apartments 15,271 37,728
P
La Cholla Air Park(wholesale) 17,219 32,394
The Boulder Apartments 12,008 25,607
Palo Verde Christian School 8,167 20,448
Allied Signal 7,694 19,964
Fry's Grocery Store 5,691 13,552
Marana Public School(DeGrazia) 3,457 10,430
Countryside Community Association 4,433 9,672
Totals 762,165 $ 1,333,917
Percent of District Totals 39.1% 31.0%
* 000's omitted.
** to supply Townfootnote describing discontinued use of ground water for these customers.]
[
Source: The District.
Net Water System Revenues Coverage of Water Related Debt Service
As stated under "SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 1999 BONDS -
Town's Intention to Pay Rental Payments from Net Water System Revenues," the Town intends to pay the
Rental Payments relating to 1999 Water Related Debt Service from Net Water System Revenues. Also, the
Town has been and intends to continue paying Rental Payments relating to debt service on the 1996
Bonds from Net Water System Revenues. The following table illustrates the Water System's revenues,
expenditures, Net Water System Revenues, Water System supported debt service and Net Water System
Revenues for theP ast three fiscal years, the current years projections and the projections for the five
following fiscal years. Such projections are forward looking statements and must be viewed with an
abundance of caution. See "ESTIMATED DEBT SERVICE REQUIREMENTS AND DEBT SERVICE
COVERAGE." See also "SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 1999 BONDS
—Consequences of Insufficient Net Water System Revenues to Pay Rental Payments."
26
TABLE 12
HISTORICAL AND PROJECTED WATER SYSTEM REVENUES,
EXPENSES, DEBT SERVICE AND COVERAGE
Historical Projected(a)
1995A6 1996,97 1997,98 1998,99 1999 00 2000,01 2001,02
Revenues:
Water revenues $ 779,303 $4,313,185 $4,494,937 $4,651,000 $5,389,013 $5,514,187 $5,746453
Water revenues from future rate 187,376 393,582 633,923
increase(b) "
Other revenues 13,670 60,820 4,637 39,000 195434 165,500 150,485
Interest income 121,044 225,118 279,891 250,000 103,728 73,842 65,904
Golf course revenue decrease(c) - - - - - (320,869)
Golf course revenue set asicc(c) - - - 41457 43,427 40,220
Total Revenues $ 914,017 $4,599,123 $ 4,779,465 $4,940,000 $ 5,917,408 $ 6,190,538 $6,316,316
E xpendt Cres
Personnel $ 58,238 $ 427,402 $ 490,399 $ 637,000 $ 994,001 $ 1,043,701 $ 1,095,886
Operations&maintenance 166,953 1,087,435 1,238,034 1,686,000 1,383,357 1,459,763 1,429,065
CAP water costs 24,780 114,261 167,078 181,000 305,000 320,250 336,263
CAWCD costs - - - - 42,000 84,000
Total expendtures $ 249,971 $ 1,629,098 $ 1,895,511 $ 2,504,000 $ 2,682,358 $2,865,714 $ 2,945,214
Net Water System Revenues $ 664,046 $2,970,025 $2,883,954 $ 2,436,000 $ 3,235,050 $3,324,824 $ 3,371,102
Water supported debt service:
1996 Bonds debt service $ 336,932 $ 1,597,475 $ 1,818,775 $ 1,831,100 $1,816,750 $ 1,826,875 $ 1,935,563
1999 Water Related debt service - - - - 278,731 338,434 341,991
Total eater supporteddebt service $ 336,932 $ 1,597,475 $ 1,818,775 $ 1,831,100 $2,095,481 $2,165,309 $ 2,277,554
Net Water System Revenues
debt service coverage 1.97x 1.85x 1.58x 1.33x 1.54x 1.53x 1.48x
(a) THESE PROJECTIONS ARE FORWARD LOOK STATEMENTS AND MUST BE VIEWED
WITH AN ABUNDANCE OF CAUTION.
(b) The Town projects increasing Water System rates by 4.25%in each of the following five fiscal years.
c See Table 11 - "SCHEDULE OF THE 15 LARGEST WATER SYSTEM CUSTOMERS FOR FISCAL
� � recaptureof revenues from golf
YEAR 1997/98" for information regarding the expected loss and
course customers due to the change in source of water supply for these customers.
(c) See "SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 1999 BONDS - Towns
Intention to Pay Rental Payments from Net Water System Revenues" and " - Consequences of
Insufficient Net Water System Revenues to Pay Rental Payments"herein.
Source: The Town.
Regulatory Requirements-Water Supply
The Town is subject to water quality laws and regulations of the Arizona Department of Environmental
Quality. The District's right to withdraw groundwater is regulated by ADWR.
Under Arizona Groundwater Management Act of 1980, ADWR's Director is required to adopt water
conservation regulations for the most intensively urbanized areas of the State, known as "active
management areas." The Town, located in the Tucson Active Management Area, is subject to water
conservation requirements that are strengthened every 10 years. ADWR is charged with balancing water
27
supply and water demand in each active management area by the year 2025, a concept known as "safe
yield."
In order to subdivide real estate in Arizona's active management areas, the real estate developer or,
alternatively, the water utility serving the new subdivision, must be found by ADWR to have
demonstrated an "assured water supply." To obtain such a designation, ADWR must find that the
property in question has a demonstrated water supply for 100 years. The entire service area of the Town
received a Designation of Assured Water Supply in 1996.
The Town's "Designation" was based (1) on its groundwater rights and its access to groundwater
supplies in the aquifer underlying the Town's service area and (2) its membership in Arizona
Groundwater Replenishment District. Additionally, the Town was an early participant in groundwater
recharge projects, initiating the Avra Valley Recharge Project. Having acquired a sizeable allotment of
water from the CAP through its settlement with Tucson (see hereafter), the Town is well positioned to
transition a sizeable portion of its water demand from groundwater to renewable surface water supplies.
Central Arizona Water Conservation District("CAWCD")
CAWCD covers Pima, Pinal and Maricopa counties. Legislation passed in 1981 (Section 48-3701 et seq,
Arizona Revised Statutes, as amended) enabled CAWCD to be formed. CAWCD's responsibilities
include contracting with the Secretary of the Interior of the United States for water to be provided by the
CAP, subcontracting with local water users for delivery of CAP water, repaying construction, operation,
maintenance and replacement costs connected with the CAP, and operating and maintaining the CAP
facilities.
CAWCD is vested with the powers of a municipal corporation. In addition, it has express authority to
levy an ad valorem tax against all real property within the three counties. This tax, in an amount not to
exceed$0.14 per$100 of assessed valuation,may be used to repay construction and operation costs of the
CAP. CAWCD also has bonding authority. CAWCD is governed by a 15-member Board of Directors,
elected by the voters of each of the three counties. Litigation, to which the Town is not a party, is
currently pending between CAWCD and the United States Department of the Interior concerning, among
other things, reimbursement of the U.S. Department of the Interior for certain CAP costs. While this
litigation may, if the CAWCD is unsuccessful, have some adverse impact on the cost of CAP water to the
Town, it is not expected that the litigation will have a material adverse effect on the Town or the Water
System.
Improvements to the Water System to be Made with Proceeds of the Series 1999 Bonds
The District intends to make the following improvements to the Water System:
Tucson Settlement Agreement
In August 1995 MDWID instituted, in the Arizona Superior Court, in and for the County, a suit for relief
from its obligations to Tucson to purchase Tucson's treated CAP water. In September 1995,Tucson filed a
counter-claim seeking,among other relief,to rescind Tucson's sale of the water system assets to the Town.
Tucson and the Town settled this litigation (the "Tucson Settlement"). Under the Tucson Settlement, the
Town consented to entry of judgment against them in the amount of$831,062.62; provided, however, that
the judgment shall not be recorded and no process will be used to enforce the judgment if and on the
condition that the Town makes the scheduled payments to Tucson. The payments to Tucson were to be
paid semi-annually over a period of 20 years with a 5.3%annual interest rate on the unpaid balance.
The Town and Tucson have agreed to the prepayment of the Tucson Settlement obligations of the Town.
Such amount is$ and is payable and contingent upon the delivery of the Series 1999 Bonds.
28
THE TOWN'S GENERAL FUND
The following table sets forth the Town's general fund revenues,expenditures, other financing sources and
uses, excess of revenues and other sources over expenditures and other uses, and beginning and ending
general fund balances for the fiscal years indicated. Figures for fiscal years 1993/94 through 1997/98 are
taken from the audited financial statements of the Town which are prepared using generally accepted
accounting principles. Fiscal year 1998/99 figures are projected and unaudited as provided by the Finance
Department of the Town. Such projected figures may not be realized and should be viewed with an
abundance of caution. Historical trends should not be used to indicate future trends.
Aufiited` Projected
1993,94 1994/95 1995/96 1996,97 1997/98 1998R9**
Revenues:
Taxes $ 2,903,973 $ 3,459,754 $ 3,792,632 $ 3,865,996 $ 3,844,944 $ 4,343,000
Intergovernmental 1,229,879 1,679,152 2,281,465 3,631,616 4,523,228 4,762,190
Fines and forfeitures 236,447 200,694 242,615 223,186 190,828 211,000
Licenses and permits 1,326,988 1,260,028 981,639 930,186 1,069,327 1,158,000
Charges for services 180,646 219,445 181,076 184,319 258,079 195,800
Contribution and donations 125 800 7,681 28,052 37,278 500
Interest 180,767 288,658 212,116 217,598 274,985 381,000
Other 2,001 20,527 42,523 23,733 17,145 8,000
Total Revenues $ 6,060,826 $ 7,129,058 $ 7,741,747 $ 9,104,686 $ 10,215,814 $ 11,059,490
Expencitures
Current:
General government $ 1,639,923 $ 3,126,522 $ 2,774,679 $ 2,613,818 $ 2,746,215 $ 3,173,701
Pillic Safety 2,215,512 2,951,994 3,633,341 4,203,492 4,217,741 5,112,600
Culture and recreation - 126,861 407,484 500,850 647,146 618,980
Capital Olt lay 222,261 - - - - -
Total expedituares $ 4,077,696 $ 6,205,377 $ 6,815,504 $ 7,318,160 $ 7,611,102 $ 8,905,281
Excess of revenues over
expencitures $ 1,983,130 $ 923,681 $ 926,243 $ 1,786,526 $ 2,604,712 $ 2,154,209
Other financing sources(uses):
Operating transfers in $ - $ 17,692 $ - $ - $ - $ -
Operating transfers out (747,762) (957,456) (2,846,829) (1,204,625) (763,079) (605,577)
Proceeds from capital lease
agreements - 841,500 - - 33,580 -
Total other financing
sources(uses) $ (747,762) $ (98,264) $(2,846,829) 5(1,204,625) S (729,499) $ (605,577)
Excess of revenues and other
sources over(un cbr)
expencitu-es and other uses $ 1,235,368 $ 825,417 5(1,920,586) S 581,901 S 1,875,213 $ 1,548,632
Funidbalance,beginning of year $ 3,817,870 $ 5,053,238 $ 5,878,655 $ 3,981,676 S 4,563,577 $ 5,902,090
Residual equity transfer in - - 23,607 - - -
Residual equity transfer out - - - - -
Fund balance,end of year $ 5,053,238 S 5,878,655 5 3,981,676 S 4,563,577 $ 6,438,790 S 7,450,722
* Represents audited figures taken from the audited financial statements of the Town for the indicated fiscal years.
** Figures represent unaudited projections provided by the Finance Director of the Town.
29
NON-LITIGATION AND COMFORT CERTIFICATES
The Town is contingently liable in respect to lawsuits and claims incidental to the ordinary course of its
operations. The Town Attorney has advised Town management of the nature of pending and threatened
claims. In the opinion of Town management, such matters will not have a material adverse effect on the
Ton's ability to pay Obligation service Changes when due.
No litigation or administrative action or proceeding is pending or, to the knowledge of appropriate
representatives of the Corporation and the Town,threatened restraining or enjoining,or seeking to restrain
or enjoin, the issuance and delivery of the Series 1999 Bonds, the levy and collection of the Excise Taxes to
pay debt service on the Series 1999 Bonds, or the execution and delivery of the Facilities Lease, the Town
Lease or the Indenture or contesting or questioning the proceedings and authority under which the Bonds
have been authorized and are to be issued, sold, executed or delivered, or the validity of the Series 1999
Bonds. Certificates of such representatives of the Town and the Corporation to such effect will be
delivered at the time of delivery of the Series 1999 Bonds.
LEGAL MATTERS
The Series 1999 Bonds are sold with the understanding that the Corporation will furnish the Underwriter
with the approving opinion of Gust Rosenfeld P.L.C., Tucson, Arizona, Bond Counsel. The proposed
form of such opinion is included in this Official Statement as Appendix E. Bond Counsel is to render such
opinion upon the validity and enforceability of the Series 1999 Bonds under Arizona law and on the
exclusion of the interest income on the Series 1999 Bonds from gross income for purposes of calculating
federal income taxes and of the exemption of the interest income on the Series 1999 Bonds from State
income taxes. (See "TAX EXEMPTION" herein.) Fees of Bond Counsel are contingent upon the sale of
the Series 1999 Bonds and are expected to be paid from proceeds of the sale of the Series 1999 Bonds.
Bond Counsel will opine to the Underwriter upon the information on the cover,in Appendices A, E and F
and under the headings entitled "THE SERIES 1999 BONDS," "SECURITY FOR AND- SOURCES OF
PAYMENT OF THE SERIES 1999 BONDS," "TAX EXEMPTION," "ORIGINAL ISSUE DISCOUNT" and
"CONTINUING DISCLOSURE UNDERTAKING" but otherwise has not participated in the preparation
of this Official Statement and will not opine upon its accuracy, completeness or sufficiency. Bond
Counsel has not examined nor attempted to examine or verify any of the financial or statistical statements
or data contained in this Official Statement and will also express no opinion with respect thereto.
Certain legal matters will be passed upon solely for the benefit of the Underwriter by Chapman and
Cutler,Phoenix,Arizona,counsel to the Underwriter.
The various legal opinions to be delivered concurrently with the delivery of the Series 1999 Bonds express
the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly
addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or
guarantor of that expression of professional judgment, of the transaction opined upon, or of the future
performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of
any legal dispute that may arise out of the transaction.
TAX EXEMPTION
In the opinion of Gust Rosenfeld P.L.C.,Tucson, Arizona,Bond Counsel, under existing laws, regulations
rulings and judicial decisions, and assuming continuing compliance with certain covenants by the
Corporation and the Town as described below,interest income on the Series 1999 Bonds is excluded from
30
gross income for federal income tax purposes and is exempt from State of Arizona income taxes. A form
of such opinion is included herein in APPENDIX E-"FORM OF APPROVING LEGAL OPINION."
The Code imposes various restrictions,conditions and requirements relating to the continued exclusion of
interest income on the Series 1999 Bonds from gross income for federal income tax purposes, including a
requirement that the Corporation rebate to the federal government certain of its investment earnings with
respect to the Series 1999 Bonds. The Corporation and the Town have covenanted to comply with the
provisions of the Code relating to such matters. Failure to comply with such restrictions, conditions and
requirements could result in the interest income on the Series 1999 Bonds being included as gross income
for federal income tax purposes, under certain circumstances, from the date of issuance. The opinion of
Bond Counsel assumes continuing compliance with such covenants.
The Code also imposes an "alternative minimum tax" ("AMT") upon certain corporations and
individuals. The AMT is equal to the excess(if any) of a taxpayer's "tentative minimum tax" for a taxable
year over its regular income tax liability for the taxable year. The tentative minimum tax is based upon
taxpayer's "alternative minimum taxable income" ("AMTI"). A taxpayer's AMTI is its taxable income
with certain adjustments. Interest income on the Series 1999 Bonds is not an item of tax preference to be
included in the AMTI of individuals or corporations.
Notwithstanding the preceding sentence, included in the adjustments of AMTI for corporations is an
adjustment increasing any such corporation's AMTI by 75% of the excess (if any) of such corporation's
"adjusted current earnings" over the corporation's AMTI for the taxable year (determined without regard
to such adjustment for excess current earnings and the alternative tax net operating loss deduction). A
includes all tax-exempt interest, including"adjusted current earnings" p the interest on the
Series 1999 Bonds.
Although Bond Counsel will render an opinion that, as of the delivery of the Series 1999 Bonds, interest
income on the Series 1999 Bonds, is excluded from gross income for federal income tax purposes, the
accrual or receipt of interest on the Series 1999 Bonds, may otherwise affect a beneficial owner's federal
tax liability. Certain taxpayers may experience other tax consequences. Taxpayers purchasing the Series
1999 Bonds, including without limitation, corporations subject to the branch profits tax, financial
institutions, certain insurance companies, certain subchapter S corporations, individuals who receive
Social Security or Railroad Retirement benefits and taxpayers who have or are deemed to have incurred
indebtedness toP urchase or carry tax-exempt obligations should consult their tax consultants as to the
applicability of such tax consequences to the respective beneficial owner. The nature and extent of these
PP tY
other tax consequences will depend upon the beneficial owner's particular tax status and the beneficial
owner's other items of income or deduction. Bond Counsel expresses no opinion regarding any such
other tax consequences.
The Series 1999 Bonds are not"private activity bonds,"within the meaning of Section 141 of the Code.
Under existing federal tax law, if the Series 1999 Bonds are determined to be invalid for failure to comply
with a substantive or procedural requirement of local law,the Series 1999 Bonds will be deemed not to be
an obligation of the Town and interest on the Series 1999 Bonds will not be excludable from gross income
for federal income tax purposes.
From time to time, there are legislative proposals in Congress which, if enacted could alter or amend the
federal tax matters referred to above or adversely affect the market value of the Series 1999 Bonds. It
cannot beP redicted whether or in what form any such proposal might be enacted or whether, if enacted,
it would apply to obligations (such as the Series 1999 Bonds)issued prior to enactment.
31
ORIGINAL ISSUE DISCOUNT
The Series 1999 Bonds maturing on July 1, , through and including July 1, (referred to in this
section collectively as "Original Discount Obligations"), will be sold at an original issue discount. Thus,
�
the Original Discount Obligations will be considered to be issued with original issue discount. The
g g
difference between the initialP ublic offering price, including any pre-issuance accrued interest, of an
Original Discount Obligation (the "Issue Price"), and the amount payable at maturity of the Original
� g
Discount Obligation will be treated as "original issue discount." With respect to a taxpayer who
purchases an Original Discount Obligation in the initial public offering at the Issue Price and who holds
the Original Discount Obligation to maturity, the full amount of original issue discount will constitute
interest income which is not includable in the gross income of the beneficial owner of the Original
Discount Obligation for Federal income tax purposes or Arizona income tax purposes and that owner will
not, underP resent Federal income tax law or present Arizona income tax law, realize taxable gain upon
payment of the Original Discount Obligation at its maturity.
The original issue discount on each Original Discount Obligation is treated for Federal income tax
purposestax purposes and Arizona income as accruing daily over such Original Discount Obligation's
term on the basis of a constant interest rate compounded at the end of each six-month period (or shorter
period from the date of original issue) ending on January 1 and July 1 (with straightline interpolation
between compounding dates).
The amount of original issue discount accruing each period will be added to the beneficial owner's tax
basis for an Original Discount Obligation. The beneficial owner's tax basis in an Original Discount
Obligationwill be decreased bythe payment of any amounts (such as interest payments) to the beneficial
Pym
owner under the terms of the Original Discount Obligation. The adjusted tax basis will be used to
determine taxablegain or loss upon disposition of an Original Discount Obligation. An owner of an
P
Original Discount Obligation who disposes of the Original Discount Obligation prior to maturity should
g P
consult his or her tax advisor as to the amount of original issue discount accrued over the period held and
the amount of taxableg ain or loss upon the sale or disposition of the Original Discount Obligation prior to
maturity.
Code contains certain provisions relating to the accrual of original issue discount in the case of
The
subsequentpurchasers of an Original Discount Obligation. Beneficial owners who do not purchase an
Original Discount Obligation in the initial offering should consult their own tax advisors with respect to
� g
the tax consequences of the beneficial ownership of the Original Discount Obligation.
APoriginal ortion of the issue discount that accrues in each year to an owner of an Original Discount
mayOObligationresult in certain collateral Federal income tax consequences for which the beneficial
owner's own tax advisor should be consulted.
The owners of Original Discount Obligations in states other than Arizona should consult their own tax
advisors with respect to the state and local tax consequences. In the case of income tax laws of states other than Arizona, it is possible that under the applicable provisions governing the determination of
state
or local income taxes, accrued interest on the Original Discount Obligations may be deemed to be
received in the year of accrual even though there will not be a corresponding cash payment received by
the beneficial owner until a later year.
RATING
The Town, on behalf of the Corporation, has applied for a credit rating on the Series 1999 Bonds from
•
32
INSURANCE
The Town, on behalf of the Corporation, has applied for a municipal bond insurance policy on the Series
1999 Bonds.
UNDERWRITING
The Series 1999 Bonds will be purchased by Peacock,Hislop,Staley& Given, Inc. (the "Underwriter"), at
an aggregate net purchase price of $ plus accrued interest on the Series 1999 Bonds to the
closing date,pursuant to a bond purchase contract (the"Series 1999 Bond Purchase Agreement") entered
into between the Corporation and the Underwriter. If the Series 1999 Bonds are sold to produce the
yields shown on the inside front cover, the Underwriter's compensation will be $ . The Series
1999 Bond Purchase Agreement provides that the Underwriter will purchase all of the Series 1999 Bonds
so offered if any are purchased. The Underwriter may offer and sell the Series 1999 Bonds to certain
dealers (including dealers depositing Series 1999 Bonds into unit investment trusts) and others at yields
higher or lower or prices higher or lower than the public offering yields or prices stated on the inside
cover page hereof. The initial offering yields or prices set forth on the inside cover page may be changed,
from time to time,by the Underwriter. The Corporation, the Town and the Underwriter have agreed that
if any financial consulting relationship between them has existed with respect to the Series 1999 Bonds
such relationship is terminated, and the Corporation and the Town have consented to the acquisition or
participation in the purchase of the Series 1999 Bonds on a negotiated basis by the Underwriter.
POLITICAL CONTRIBUTIONS
To the best knowledge of appropriate representatives thereof, the Underwriter,Bond Counsel and Counsel
to the Underwriter have not made political contributions to any person who currently holds a seat on the
Council of the Town or a seat on the Board of Directors of the Corporation with respect to their election to
that seat.
RELATIONSHIP AMONG PARTIES
Bond Counsel has and continues to represent the Underwriter with respect to financings other than for
the Corporation and the Town and will continue to do so if requested in the future. Bond Counsel has
also previously acted as bond counsel with respect to other obligations underwritten by the Underwriter
and will continue to do so if requested in the future. Bond Counsel has provided and currently provides
general legal services to the Underwriter in various matters and will continue to do so in the future if
requested. Counsel to the Underwriter has represented the Underwriter with respect to financings other
than for the Corporation and the Town and will continue to do so if requested in the future. Counsel to
the Underwriter acts as bond counsel for various municipal entities which the Underwriter may provide
financial consultant services for or act as underwriter for.
CONTINUING DISCLOSURE
The Town,as the "obligated person"with respect to the Series 1999 Bonds, has covenanted for the benefit
of certain owners of the Series 1999 Bonds to provide certain financial information and operating data
relating to the Town by not later than February 1 in each year commencing February 1,2000 (the"Annual
Reports"), and to provide notice of the occurrence of certain enumerated events, if material (the "Notice
of Material Events"). The Annual Reports will be filed by the Town with each Nationally Recognized
33
Municipal Securities Information Repository and with any State Information Depository established by
the State. (At present no such State Information Depository has been designated.) The Notices of
Material Events will be filed by the Town with each Nationally Recognized Municipal Securities
Information Repository and with any State Information Depository established by the State. The specific
nature of the information to be contained in the Annual Reports and the Notices of Material Events is set
forth in APPENDIX F - "FORM OF CONTINUING DISCLOSURE UNDERTAKING." These covenants
have been made in order to assist the Underwriter in complying with Securities and Exchange
Commission Rule 15c2-12(b)(5) (the"Rule"). A failure by the Town to comply with any of such covenants
must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal
securities dealer before recommending the purchase or sale of the Series 1999 Bonds in the secondary
market. A failure by the Town to comply with any of such covenants could adversely affect the Series
1999 Bonds and specifically their market price and marketability. The Town is currently in compliance
with its existing continuing disclosure requirements.
YEAR 2000
The Town is currently addressing the universal situation commonly referred to as the "Year 2000
Problem." The Year 2000 Problem relates to the inability of certain computer software programs to
properly recognize and process date-sensitive information relative to the year 2000 and beyond. The
Town has . (The Arizona Department of Revenue, has indicated that its
computer systems and software have or will have adequate safeguards against the Year 2000 Problem.)
Norwest Bank, Arizona, N.A. ("Norwest"), is the initial Trustee, Registrar and Paying Agent and has
provided the following statement for use in this Official Statement. In order to assure that its information
systems are able to properly process data on and after December 31, 1999, Norwest is in the process of
conducting a detailed inventory and assessment of all of its computer hardware and software systems
and imbedded chip technology ("Information Systems") and of its business and operations that could be
adversely affected by its failure to be so compliant on a timely basis. In that regard, Norwest is
developing, funding, and implementing a project plan to make its Information Systems "Year 2000
Compliant." Norwest has also initiated a process to determine whether its material suppliers, vendors,
and customer shave taken meaningful steps to become Year 2000 Compliant on a timely basis, and is
developing and implementing a feasible contingency plan to ensure the uninterrupted and unimpaired
operation of its business in the event of the failure of the systems of such third parties or of its own
Information Systems." See also"THE SERIES 1999 BONDS—Year 2000 Issues and DTC."
CERTIFICATION CONCERNING OFFICIAL STATEMENT
The documents delivered in connection with the issuance of the Series 1999 Bonds will include a
certificate to the effect that,to the knowledge of appropriate representatives of the Town after appropriate
review,the statements contained in this Official Statement relating to the Town and the Corporation were
at the time of the sale, and at the time of delivery of the Series 1999 Bonds, true, correct and complete in
all material respects and were not misleading and did not omit matters which, in light of the
circumstances under which they are made,would make such statements misleading.
CONCLUDING STATEMENT
To the extent that any statements made in this Official Statement involve matters of opinion or estimates,
whether or not expressly stated to be such, they are made as such and not as representations of fact or
certainty and no representation is made that any of these statements have been or will be realized. All
34
financial and other information in this Official Statement has been derived from official records and other
sources and is believed by the Town to be accurate and reliable. The presentation of information,
including tables of receipts from taxes and other sources, is intended to show recent historic information,
and is not intended to indicate future or continuing trends in the financial position or other affairs of the
Town and the Corporation. No representation is made that past experience, as is shown by that financial
and other information,will necessarily continue or be repeated in the future.
MISCELLANEOUS
The agreement of the Corporation with the holders of the Series 1999 Bonds is fully set forth in the Town
Lease and the Indenture and neither any advertisement of the Series 1999 Bonds nor this Official Statement
is to be construed as constituting any agreement with the purchasers of the Series 1999 Bonds.
The execution and delivery of this Official Statement have been duly authorized and approved by the
Corporation and the Town.
TOWN OF ORO VALLEY TOWN OF ORO VALLEY,ARIZONA
MUNICIPAL PROPERTY CORPORATION
By /s/ By Is!
President Mayor
35
APPENDIX A
SUMMARIES OF
THE PRINCIPAL DOCUMENTS
F
SUMMARIES OF THE PRINCIPAL DOCUMENTS
The following statements are summaries of certain definitions and provisions of the Lease-Purchase Agreement, as
amended by the First Amendment and the Indenture, as supplemented by the First Supplement. Some of these
g
provisions,
together with certain other provisions thereof, have been summarized elsewhere in this official
Statement. All such summaries are qualified in their entirety by reference to the Lease and the Indenture and
reference is made to such documents for a full and complete statement of their provisions.
DEFINITIONS
"Annual Debt Service Requirement" for any fiscal year the amount to be paid with respect to
the Obligations(at maturity,mandatory redemption or otherwise).
"Board' the Corporation's board of directors.
"Costs of Acquisition" all expense items directly or indirectly relating to the Project acquisition
and improvement including without limitation:
(a) The Corporation's or Town's costs to acquire,construct, improve and equip the Project.
(b) Fees paid for legal,engineering,consulting and supervisory services.
c Costs incurred to enforce any remedy concerning a contract relating to Project acquisition
or construction.
"Defeasance obligations"—:
(1) Cash;
(2) Non-callable Federal Securities("Government obligations")
(3) CATS,TIGRS,or STRPS;
(4) Refcorp interest strips;
(5) Municipal obligations rated "AAA" by S&P and "Aaa" by Moody's meeting the
following requirements:
(i) (a)the municipal obligations are not subject to redemption prior to maturity or
b the Trustee has received irrevocable instructions concerning their redemption ad the issuer has covenanted to
comply with such instructions;
(ii) the municipal obligations are secured by cash or Government Obligations which
may be applied only to payment thereof;
(iii) the principal of and interest on the Government Obligations (plus any cash) has
been verified by an independent certified pubic accountant as sufficient to pay in full all municipal obligations when
due("Verification");
(iv) such cash and/or Government Obligations are held in trust for the municipal
obligations'owners;
(v) no substitution of the Government Obligations is permitted except with another
Government Obligation and a new Verification and if a Forward Supply Contract exists with respect to such
municipal obligations,the Verification sets forth the matters required below;and
FHR:rwr 304158.01 4/26/1999
(vi) the cash or Government Obligations are not available to satisfy any other claims,
including those by or against the trustee or escrow agent,
(6) Any combination of the items listed in subparagraphs(1)through(5)above.
[If a forward supply contract is used in a defeasance (I)the Verification shall rely solely on the
cash, initial Defeasance Obligations and the maturing principal and interest thereon and will be assume forward
supply contract performance, and (ii)the applicable trust agreement provides that between the forward supply
contract and the trust agreement and the Indenture the trust agreement and Indenture controls. Moody's will receive
a draft of any forward supply contract at least 10 days prior to its execution and will be able to make comments
thereon to the Town or the Trustee.]
"Delivery Costs" all expense items directly or indirectly payable or reimbursable to Trustee,
Corporation or Town relating to the Indenture,the Lease-Purchase Agreement or the obligations.
"Development Services Building" an office building to be located in the vicinity of the Town's
Town Hall which will house the administration offices of the Community Development Department, the Planning
and Zoning Division, the Building Safety Division and the Department of Public Works of the Town and include a
hearing room for use by the Planning and Zoning Commission, the Development Review Board, the Board of
Adjustment and other community groups of the Town.
"District System" or "1992 Project" the water system formerly owned by the Metropolitan
Water Company,but acquired from Tucson with Series 1992 Bond proceeds.
"Eligible Investments"
(a) Federal Securities.
(b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by the
following federal agencies if backed by the full faith and credit of the United States of America(stripped securities
are only permitted if they have been stripped by the agency itself):
(1) U.S. Export-Import Bank.
(2) Rural Economic and Community Development (formerly known as Farmers
Home Administration).
(3) Federal Financing Bank.
(4) Federal Housing Administration.
(5) General Services Administration.
(6) Government National Mortgage Association.
(7) U.S.Maritime Administration.
(8) U.S. Department of Housing and Urban Development.
(9) U.S. Public Housing notes and bonds.
(10) U.S. Department of Housing and Urban Development.
(c) Obligations issued or guaranteed by any of the following United States governments (not
full faith and credit agencies):
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FHR:rwr 304158.01 4/26/99
(1) Federal Home Loan Bank System.
(2) Federal Home Loan Mortgage Corporation.
(3) Federal National Mortgage Association.
(4) Student Loan Marketing Association.
(5) Resolution Funding Corporation.
(6) Farm Credit System.
(d) Money Market funds rated AAAm-g or AAAm or Aam by S&P and if rated by Moody's
of AAA,Aa 1 or Aa2.
(e) Certificates of deposit secured by collateral described in (a)or (b) above if issued by
commercial banks, savings and loan associations or mutual savings banks with short-term obligation ratings of"A-
l"or better by S&P and"P-1" by Moody's.
(f) Any deposits fully insured by FDIC, including BIF and SAIF.
(g) Commercial paper rated Prime-1 by Moody's and A-1 or better by S&P.
(h) Bonds or notes of states or municipalities rated in the two highest rating categories by
Moody's and S&P.
(i) Federal funds or banker's acceptances running not more than one year issued by a bank
having an unsecured, uninsured and unguaranteed obligation rating of"prime-1" or "A3" or better by Moody's and
"A-1"or"A" or better by S&P.
(j) Repurchase agreements which satisfy the following:
(1) From a dealer bank or securities firm who is:
a. Primary dealers on the Federal Reserve reporting list and who are rated
A or better by S&P and Moody's; or
b. Banks rated "A: above by S&P and Moody's.
(2) The Securities are:
a. Direct U.S. governments or Federal agencies backed by the full faith
and credit o the U.S.Government(and FNMA and FHLMC).
b. With a term not more than 30 days.
c. Collateral must be delivered to the Trustee or third party acting as
Trustee's agent.
d. Trustee has a perfected first priority security interest therein.
e. The collateral is free and clear of third-party liens and if a SIPIC broker
is the seller was not acquired under repurchase or reverse repurchase agreements.
f. Failure to maintain the collateral percentage requires that the Trustee
liquidate the collateral..
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FHR:rwr 304158.01 4/26/99
g. Valuation:
. Weekly, marked to market at current price pus accrued
interest.
2. Collateral value must be at least 104% of the amount Trustee
transfers. If such value slips below 104% then additional cash and/or acceptable
securities must be transferred. If,however,the securities used as collateral are FNMA or
GHLMC,then the value of the collateral must equal 105%.
3. The Trustee receives a legal opinion that the repurchase
Agreement is a legal investment of public monies under the laws of the State.
k. Investment with the Arizona State Treasurer in the local government
investment pool.
1. Investment Agreements, including GIC's, issued by entities rated A or
better by S&P and Moody's and is otherwise acceptable to the Insurer and Moody's.
"Escrow Fund' the Escrow Fund established under the Indenture.
"Excise Taxes" all fines and forfeitures, license and permit fees, transaction privilege (sales
es other transaction privilege, excise and business taxes, franchise fees and taxes, bed and rental taxes, bed and
taxes), P g
rental taxes and income taxes which the town now collects or may collect in the future or which are allocated or
apportioned to the town bythe state or other governmental unit, except those taxes which by law must be expended
PP
for other purposes.
"Facilities Lease" 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 1992 Project and the land upon which the Development Services Building will be constructed.
"Federal Securities" direct obligations the united states of America (including obligations
issued or held in book-entry form on the books of the Department of the Treasury and CATS and TIGRS) or
obligations on which are unconditionally guaranteed by,the United states of America,or obligations that are backed
by the full faith and credit of the United States of America.
"First Amendment" the First Amendment to the Lease-Purchase Agreement.
"First Supplement" the First Supplement to Trust Indenture.
"Indenture" the Trust Indenture, as supplemented by the First Amendment and all later
supplements.
"Insurance Policy" the municipal bond insurance policy issued by an Insurer guaranteeing
payment of any Obligation.
"Insurer" for the 1996 Bonds—MBIA.
for the Series 1999 Bonds
"Leased Property" the 1992 Project, the land upon which the Development Services Building
will be constructed, and the Series 1999 Water System Improvements.
"Maximum Annual Debt Service Requirement" at any computation, the greatest Annual Debt
Service Requirement for the then current or any succeeding fiscal year(whether by maturity, mandatory redemption
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FHR:rwr 304158.01 4/26/99
anyone or more Obligations, Maximum Annual Debt Service means, at the time of
or otherwise). With respect to g
greatest the Annual Debt Service Requirement with respect to the applicable Obligation.
"Net Revenues" all income, monies and receipts derived by the Town from the ownership, use
profits rofits realized from the sale of investments made with monies of the project less
and operation of the Project,
all Operating Expenses; further,the term Net revenues shall not include: (I)nonrecurring revenues, such as grants
and gifts; (ii)interest received placed on anyinvestment irrevocably in trust to pay, or provide for the payment of,
Senior Obligations, Additional Obligations or this lease-Purchase Agreement; and (iii)amounts received which the
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Town is now or
at the time of receipt contractually required to pay out as reimbursement for construction or
installation of water lines or other water facilities included,or to be included in the Project.
"Obligation Retirement Fund" the Fund comprised of the Interest Account and the principal
Account.
"Obligation Service Charges" for any period,the principal of and interest on any premium due
on the Obligations for that period or that date.
"Obligations" the Series 1996 Bonds,the Series 1999 Bonds and any Additional Obligations.
"Ordinary Services"and"Ordinary Expenses" normal services and expenses of a Trustee under
an instrument similar to the Indenture.
"Operating Expenses" any annual premium and fees of any issuer of a Qualified Surety
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payable y
fees a able to the Trustee and paying agent or registrar for the Obligations ad the reasonable and
necessary costs of operation, maintenance, and repair of the project, but shall exclude depreciation, payments into
the Obligation retirement,and Reserve Funds.
"Owner" the person in whose name an Obligation is registered on the Bond Register.
"Predecessor Obligation" as to any Obligation, every previous Obligation evidencing the same
debt.
"Prepayments" any prepayments made pursuant to the Lease.
"Principal Payment Date" July 1 in the years specified in this Official Statement and as to
Additional Obligations the dates so designated in the applicable Supplemental Indenture.
"Project" (i)all or part of the Canada Hills Water System, (ii)the Rancho Vistoso water
(iii)the Series 1999 Project, (iv)funding any increased Reserve Requirement pertaining to the Series 1999
System, ( ) personal properties suitable for use by and for
Bonds, and (v)such other buildings, equipment and other real andp P
leasing to the town or its agencies or instrumentalities, including but not limited to domestic water systems, as may
hereafter be subject to the lease as amended or supplemented.
"Qualified Issuer" the issuer of a Qualified Surety Obligation which, if a letter of credit
Surety
or line of credit, by a bank rated at least "AA" by S&P or "Aa" by Moody's and, if an insurance policy or surety
bond byan insurance company rated in the highest rating category by S&P and Moody's ad by A.M. Best& Co. (if
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so rated).
"Qualified Surety Obligation" letter of credit or line of credit, insurance policy or surety bond
issued by a Qualified surety Issuer, and provided such Qualified surety Obligation will not adversely affect the then
—current rating if then rated by Moody's or S&P.
"Rental Payments" the payments to be made by the Town under the Lease.
"Reserve Requirement" as to all of the Series 1996 Bonds and Series 1999 Bonds combined
and as to any other Additional Obligations, it means the lesser of the Maximum Annual Debt
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FHR:rwr 304158.01 4/26/99
the average Annual Debt Service Requirement or 10% of the stated principal
Service Requirement, 125/o of
amount. The Reserve Requirement may be satisfied by cash, a Qualified Surety Obligation, or a combination
thereof.
"Revenues" :
(a) All Lease rental payments;and
(b) All other monies received or to be received by the Corporation or the Trustee under the
Lease.
"Senior r bli ations" anybond or obligation payable from the net Revenues which enjoy a
Sento Obligations"
Prior and paramount claim on the net Revenues to that of the lease-Purchase Agreement.
"Series 1992 Bonds" Town of Oro Valley Water Improvement District No. 1 Special
Assessment and Water Revenue Bonds,Series 1992.
"Series 1999 Acquisition Fund" the fund so named.
"Series 1999 Project" (1)construction and equipping of: (a)the Series 1999 Water System
and (b)the Development Services Building, (2)the refunding and refinancing of the Town's
Improvements P
following obligations: (a)the Series 1992 Bonds and(b)the Tucson Settlement, (3)funding any required additional
contributions or purchasinga Qualified Surety Obligation for such purpose, and (4)the payment of
Reserve Fund
the costs of issuance of the Series 1999 Bonds.
"Series 1999 Rental Payments" the additional Rental Payments to bemade by the Town
pursuant to
the First Amendment which are assigned by the Corporation to the Trustee by the First Supplement.
"Series 1999 Water System Improvements" the water facilities to be constructed or acquired to
tie the 1992 Project into the Town's water system.
"Supplemental Indenture" any indenture supplemental to the Indenture.
"Town" the Town of Oro Valley,Arizona.
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"Unassigned Corporation's Rights" all of the Corporation's rights to receive additional
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payments ments under the lease, to be held harmless ad indemnified, to be reimbursed for certain expenses, to receive
notice under the Lease and to give or withhold consent to amendments to the lease.
"Tucson" the City of Tucson,Arizona.
"Tucson Settlement" the settlement agreement between Tucson and the Town.
SUMMARY OF LEASE-PURCHASE AGREEMENT
TheP arties to the lease-Purchase Agreement are the Town and the Corporation. The Corporation
is the lessor,the Town is the lessee.
ARTICLE I
Section 1.01 Lease Term. This Lease Term commences March 1, 1996, and continues until
or until the Series 1996 Bonds and any bonds or Additional Obligations issued on a parity with the
July 2, 2026, .
1996 Bonds are deemed paid and discharged. This Lease is in full force and effect notwithstanding the
Series
acquisition of all or part of the project by the Corporation.
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FHR:rwr 304158.01 4/26/99
In addition to all other property leased under the Lease-Purchase Agreement, the Corporation
hereby leases the Leased Property to the Town, and the Town hereby leases, or subleases as the case may be, the
Leased Property from the Corporation, Until the Series 1999 Bonds and any Additional Obligations, are deemed
paid, this Lease shall remain in full force and effect notwithstanding the inability or failure by the Town or the
Corporation to acquire all or part of the Leased Property. The Town agrees to pay the Rental Payments in
accordance with the First Amendment,which shall supercede and replace the Rental Payment schedule in the Lease-
Purchase Agreement. While the Series 1999 Bonds are outstanding,the fee title to and any leasehold estate in the
Leased Property shall not merge, but shall always be kept separate and distinct, notwithstanding the union of such
estates either in the Town or the Corporation.
Section 1.02 Termination if Lease. The Town may terminate this lease on or after the date
the Indenture is released upon payment or provision for payment of the entire amount owed hereunder. In such
event,the Leased property vests in the Town.
Section 1.03 Rental Payments. Notwithstanding the acquisition of all or part of the Project,
the town shall pay, as rental payments (i)on each December 15 and June 15, an amount which, when added to the
balance then in the Interest Account, shall equal the interest due on the next interest payment date; (ii)on each
December 15th and June 15th, an amount which, when added to the balance then in the principal Account shall be
equal to the principal due on the Bonds on the next interest payment date; (iii)on the 20th day of each month
commencing June 20, 1996, all other amounts required to be paid in such month pursuant to the Indenture; and
(iv)on each January 1 and July 1 the amount required to restore the reserve Fund to the reserve Requirement. All
rental payments shall be paid directly to the Trustee.
Rental payments are paid for the town's control, use and occupancy of the Project. All rental
payments shall be paid directly to Trustee. Thee Town's Lease Payments are co-extensive wit the Corporation's
Debt Service under the Indenture.
Section 1.04 Source of Funds for Rental Payment. All rental payments are the town's special
obligations. Subject to all present and future rights of owners of Additional Obligations to a pledge, claim or lien on
a parity with or equal to the lien of the Series 1996 Bonds on Excise Taxes, the Excise Taxes are pledged and
assigned as security for the payment of all rental payments without regard to any nonappropriation. Further, Net
Revenues are pledged and assigned as security for the payment of all rental payments; provided, however, such
pledge of Net Revenues is subject to the annual appropriation and inclusion of the Town's budget and further subject
to the senior pledge,claim or lien on Net Revenues of any Senior Obligations. Nothing in this section shall limit the
Town's authority to issue Senior Obligations secured by Net Revenues or Additional Obligations secured by Excise
Taxes. This Lease-Purchase Agreement shall not be deemed a limitation upon the issuance of additional Obligations
or other obligations under any law which are secured by monies, income, and funds other than Excise Taxes and
other monies and investments pledged hereunder. This lease-Purchase Agreement shall not be construed to limit
the Town's authority to issue junior obligations enjoying a pledge, claim or lien junior to that enjoyed by the
Corporation hereunder. Under no circumstances shall the obligation to make rental payments constitute a general
obligation of the Town or be payable from the proceeds of ad valorem taxes.
Section 1.05 Additional Rent. The Town shall pay as additional rent:
(i) all rebates to the United States required under the Internal Revenue Code;
(ii) all fees and expenses of the Trustee,registrars and paying agents;
(iii) all expenses of the Corporation;
(iv) all investment losses suffered by Trustee at the direction of the Town, including
but not limited to, Delivery Costs;
(v) fees to maintain the Corporation's existence;
(vi) all other expenses of the Corporation including Delivery Costs.
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FHR:rwr 304158.01 4/26/99
Section 1.06 All rent shall be paid in lawful money of the United States. Any rental
payments not paid within five days of the due date shall bear interest at 2% per annum from the date due until the
Ym
date paid.
Section 1.07 Payments Paid to Trustee. The Corporation shall cause the Trustee to apply
rental payments as provided in the Indenture.
Section 1.08 Credit for Excess Revenues. The Town shall receive credit or any excess
monies in the Revenue Fund not necessary for payment of currant debt service.
Section 1.10 Unconditional Rights. The Town's obligations to pay rental payments and
performance and observe its covenants herein shall be absolute and unconditional and be free of deductions and
without any abatement, offset, recoupment, diminution or set-off of any kind or nature. The Town (i)shall not
suspend or discontinue payment of the rental payments, (ii)shall perform and observe all of its agreements
contained herein, and(iii)will not terminate this Lease-Purchase Agreement for any reason.
ARTICLE II
TAXES,LIENS,UTILITY INSURANCE AND OTHER CHARGES
Section 2.01 No Offsets. The rental payments shall be an absolute net return to the
Corporation,free from any expenses and charges with respect to the project or its income.
Section 2.02 Payment of Taxes. The Town shall pay all taxes and al water and sewer charges
and assessments and other governmental taxes and charges of every kind and nature;
(i) which become liens upon the Project;
(ii) upon Project possession,operation or use;
(iii) upon this Lease Agreement.
It shall not be a breach of this section if the Town contests any amount or validity of a tax
assessment or charge. The Corporation shall contest any such tax assessment or charge at the Town's request and
upon its payment of the Corporation's costs.
Section 2.03 No Liens. The Town shall pay for any labor, services, materials supplies or
equipment furnished or to be furnished to the project which may be secured by any mechanic's, materialman's or
other liens against the project or the interest of the Corporation therein. If the town contests any such lien or charge,
Town may do so as long as the Town makes all necessary payments to avoid forfeiture.
Section 2.04 Utilities. The town shall pay all charges for utility services furnished to or in
connection with the Project.
Section 2.05 Maintenance and Improvements. (a)The Town shall keep the Project in good
repair, ordinary wear and tear excepted, and renew or replace any portion which loses its usefulness. The
Corporation shall provide nothing more than the Project. The Corporation retains reasonable inspection rights to
determine if the Town is performing its obligations. The Town shall act to preserve all water rights associated with
the Project and the right to pump water from Project wells.
(b) Town may make. any Project improvements which it deems desirable. All such
improvements shall be deemed a part of the Project.
(c) If the Town determines that any personal property which is part of the Project has
become unnecessary or should be replaced, the Town may remove such item provided that removal does not impair
or damage the Project's operative unity.
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FHR:rwr 304158.01 4/26/99
Section 2.06 The Town shall cause the Project to be insured against loss or damage
customarily insured under extended coverage, in an amount not less than the full insurable Project value; but at least
the
equal to par amount of the outstanding Obligations. The Town shall carry other insurance customarily carried by
9
similarlysituated municipal corporations with policies of sound and reputable insurance companies doing business
p
in the state or through the State's risk retention pool. Each policy shall contain provisions, if available,permitting 30
days'notice of any cancellation or substantial modification. The Town may obtain blanket policies.
ARTICLE III
SOURCES OF PAYMENT AND PLEDGE
Section 3.01 Payment from Net Revenues; Pledge; Definition; Flow of Funds; Investments.
(a)All rental payments and other payments payable hereunder, shall be made from Net Revenues, but payment
from Net Revenues shall be subject to annual appropriation and inclusion in the Town's budget. To the extent Net
Revenues are insufficient or not appropriated and included in the Town's budget payment of rental payments and
other payments due shall be paid from Excise Taxes.
(c) Reservation. The Town reserves the right to incur Senior Obligations Senior Obligations
shall be limited to a pledge of Net Revenues only, and Senior Obligations shall not be secured by any pledge or
claim of the Excise Taxes superior to or on a parity with this Lease. The Town and the Corporation agree that the
flow of funds set forth below shall apply to both Senior Obligations, the Lease-Purchase Agreement and any
Additional Obligations.
(d) Flow of Funds. On the tenth (10th) day of the first month the Town shall segregate,
apportion ad deposit in the following order or priority the following amounts solely from net Revenues;
First: as the required monthly payments to any Senior Obligations Fund, that month's current
amount, then accrued, which is required to be paid either on maturing principal, interest or rental payments on
Senior Obligations at the next Scenario Obligation payment date;
Second: to any reserve fund established for the Senior Lien Obligations any reserve fund amounts
then delinquent or then required to be paid into any Senior Lien Obligation reserve fund and to any other fund
established in connection with the Senior Lien Obligations to receive payments of amounts due pursuant to the
documents that authorized the Senior Lien Obligations;
Third: to the extent any Net Revenues remain, to an account entitled the Town of Oro Valley
Lease-Purchase Obligation Fund (the "Lease-Purchase Fund"); 1/6 of the next forthcoming lease payment allocated
to interest on the Series 1996 Bonds and on any Additional Obligations and 1/12 of the next maturing rental
payment allocated to principal on the Series 1996 Bonds and any Additional Obligations. To the extent Net
Revenues are insufficient in any month,the Town shall transfer Excise Taxes to the Lease-Purchase Fund;
Fourth: to reimburse any amounts owed to a Qualified Surety Obligation Issuer (including
interest)then to the Trustee any amounts necessary to return the Reserve Fund to the Reserve Requirement;
Fifth: to the Trustee under the Indenture or such other person described in this Lease-Purchase
Agreement, 1/2 of any other annual payment, 1/6th of any other semiannual payment and 100% of any other
monthly payment next due as required hereunder;
When all of the above transfers have been made, the remaining net Revenues and any Excise
Taxes not required to be so transferred may be used for any lawful purpose of the Town, including debt service
payments on any subordinate obligations.
E. Transfers. The moneys held in the funds established pursuant to clauses "First" and
"Second" above shall be held and used solely and only to pay Senior Obligations and shall be either maintained as a
separate and special funds or transferred to a paying agent pursuant to contracts pertaining to Senior Obligations.
When the Senior Obligations Fund is held by the Town it shall be held separate and part from all other town
moneys,and used solely for payment of Senior Obligations.
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FHR:rwr 304158.01 4/26/99
If Net Revenues are insufficient in any month to make the required deposits to the funds
established by clauses "Third", "Fourth" and "Fifth" above (the "Lease-Purchase Funds"), the Town shall
immediately transfer Excise Taxes to such fund or funds in the amount of any insufficiency. All moneys in the
Lease-Purchase Funds shall be held and used solely to pay rental payments hereunder when due and for no other
purpose. The Town's Finance Director shall establish the Lease-Purchase Funds as separate and special funds of the
Town and such fund shall never be commingled with any other moneys, investments or assets of the Town.
F. Investments. Moneys in the Senior Obligations Fund shall be invested pursuant to
instructions contained n the contracts and agreements establishing the Senior Obligations. Moneys in the Lease-
Purchase Funds may be invested by the Town Finance Director in any Eligible Investments Permitted under the
Indenture.
Section 3.02 Other Funds. At its option the Town may make rental payments from other
funds permitted by law.
Section 3.03 Source of Payment. (A)Subject to the Town's annual appropriation of sufficient
Net Revenues. Except for that portion of Rental Payments allocated to the Development Services Building, the
Town agrees to pay all Rental Payments from Net Revenues and, to the extent such Net Revenues are not
appropriated or are insufficient,then the Town agrees to make such payments from Excise Taxes. The Town hereby
pledges to make all Rental Payments which are allocated to the Development Services Building from Excise Taxes
and not from Net Revenues. Notwithstanding any other provision hereof, including any non-appropriation of Net
Revenues, the Town shall be absolutely and unconditionally obligated to pay all Rental Payments from Excise
Taxes,and all other amounts due hereunder. The Town will not grant any lien or pledge upon Excise Taxes superior
to the lien created by this Lease. The Town, without the requirement for annual appropriation and inclusion in its
budget, pledges all is Excise Taxes to the lease payments. The Town intends the pledge to be a first lien on all
Excise Taxes sufficient to make rental payment and other payments pursuant hereto, except to the extent the Town
may choose to make payments from other sources.
(B) In order to secure payment hereof and to create a separate and special fund containing
only Excise Taxes which shall not contain any other moneys of the Town,there is hereby created a special fund,the
"Excise Tax Fund", funded solely from Excise Taxes and from no other source. Under no circumstances shall
moneys be deposited from the Town's general fund to the Excise Tax Fund. The Excise Tax Fund may be reduced
to zero each month after the amount required to be transferred to the Oro Valley Lease-Purchase Obligation Fund in
such month has been so transferred.
Commencing April 10, 1996, or upon the date of initial deliver of the Series 1996 Bonds if later
than April 10 1996, all Excise Taxes shall be deposited in the Excise Tax Fund. If by the eleventh (11th) day of
each month the Town has not set aside sufficient Net Revenues to meet the then current month's rental payments,
then,to the extent required to meet such rental payments such rental payments shall be made from the Excise Taxes
deposited in the Excise Tax Fund which shall be transferred to the lease-Purchase Fund; and such payment from
Excise Taxes shall continue until such Oro Valley Lease-Purchase Obligation Fund contains the then required
amount. Each month upon the deposit of the required amount (whether from Net Revenues, Excise Taxes or a
combination thereof),all moneys then in the Excise Tax Fund, and all moneys required to be deposited to the Excise
Tax Fund for the balance of the month, may thereafter be deposited to the Town's general fund. Commencing
May 1, 1996, and on the first day of each month thereafter, all Excise Taxes shall be deposited to the Excise Tax
Fund untie the amounts required to be deposited to the Oro Valley Lease-Purchase Obligation Fund for such month
have been so deposited.
Section 3.04 Rate Covenant. To the extent permitted by law,the Excise Taxes for the current
fiscal year shall be maintained so that the combined amount shall be equal to at least two (2)times the total of all
rental payments payable hereunder in such fiscal year. If such receipts for any preceding fiscal year shall not equal
two (2)times the rental payment requirements of the next changes to such fiscal year, the town shall impose new
Excise Taxes or increase the rates for the Excise Taxes currently imposed in order that(i)the current receipts will be
sufficient to meet all current requirements under the Lease-Purchase Agreement and (ii)the current year's receipts
will be reasonably calculated to attain the level as required above for the next fiscal year's rental payment
requirements.
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FHR:rwr 304158.01 4/26/99
Section 3.05 Coverage Test. During the lease,the Town shall not encumber the Excise Taxes
on a basis equal to this first lien pledge unless the Excise Taxes collected in the next preceding fiscal year shall have
amounted to at lease two times the highest combined rental payments to be made hereunder for any succeeding 12-
monthan eriod and payments to be made on any obligations outstanding or proposed to be secured by a pari passu
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pledge of Excise Taxes.
Section 3.06 Enforcement of Pledge. The Trustee on behalf of the owners may enforce all
liens and pledges hereunder.
ARTICLE IV
QUIET ENJOYMENT
Section 4.01 Quiet Enjoyment. If the Town is not in default of the lease, it shall hold and
enjoy the Project.
Section 4.02 Surrender to the Town. Upon termination hereof due to reasons other than full
payment,ment,the town shall surrender the Project to the Corporation in good order and condition and in a state of repair
that is consistent with prudent use and conscientious maintenance,except for reasonable wear and tear.
ARTICLE V
REMEDIES UPON DEFAULT; NO ABATEMENT OF RENTALS
Section 5.01 Events of Default. Upon nonpayment of rental payments, or the Town's
violation of any other lease provision which is not cured (i)as to nonpayment within five (5)days or (ii)as to any
other provision, within thirty(30) days after written notice specifying such default, then the Trustee may bring an
action to recover rental payments due (but not rental payments accruing) or for damages for breach hereof and may
pursue any other remedy, including specific performance.
Section 5.02. Enforcement of Pledges. Any suit to collect rental payments, may enforce the
pledges and foreclosure the liens created hereunder. In such a suit the Trustee without giving bond may take all
legal action to enforce,collect ad apportion Net Revenues and Excise Taxes pledged to pay the rental payments.
Section 5.05 No termination. This Lease Agreement shall not terminate or be affected by
condemnation, destruction or damage, in whole or in part, or due to unuseability of, the Project, and, the rentals,
shall be paid by the town without abatement,diminution or reduction.
ARTICLE VI
TOWN REPRESENTATIONS
Section 6.02 The Town covenants that:
1. It is a town duly organized and existing.
2. The laws of the State authorized the Town to enter into this lease-Purchase
Agreement and to carry out is obligations.
3. Neither the execution or the fulfillment of the terms and conditions hereof, not
consummation of the transactions contemplated hereby,conflicts with or breaches any agreement to which the Town
is now a party or constitutes a default under any o the foregoing.
4. It has duly authorized and executed this lease-Purchase Agreement.
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5. All rental payments and other payments hereunder have been, or will be, duly
authorized and paid when due from sources legally available.
6. It has an immediate need for,and expects to make immediate use of,the Project,
which need is neither temporary nor expected to diminish in the foreseeable future.
7. There are no circumstances presently affecting the Town that could be
reasonably expected to alter its foreseeable need for the Project.
8. The Project will be used by the Town during the term hereof only to carry out is
proprietary purposes.
9. To perform all obligations and duties imposed on it hereunder and under the
Indenture. The town, immediately upon receiving or giving any notice relating to the project will deliver the same,
or a copy to the Trustee.
10. It shall promptly, upon Trustee's or any Owner's request, take action to remedy
any defect or cloud upon the Project's title and shall prosecute all such appropriate proceedings for such purpose.
11. It will make, execute and deliver any such further resolutions, instruments and
assurances reasonably necessary to carry out the Indenture and this Lease-Purchase Agreement.
Section 7.05 Additional Parity Obligations. The Corporation may issue additional bonds or
other obligations on a parity with the Series 1996 Bonds and the Series 1999 Bonds subject to the following specific
conditions precedent thereto:
(i) such additional bonds or other obligations must either refinance the Series 1996
Bonds or finance or refinance the acquiring, constructing, reconstructing or improving domestic
water systems, buildings,equipment and other real and personal properties suitable for lease to the
Town;
(ii) the Corporation shall be in full compliance with all undertakings in this Lease
Agreement and the Indenture;
(iii) the proceeds of additional Bonds or Obligations shall be applied solely for one
or more of the purposes set forth in(i)above and expenses and costs incidental thereto;
(iv) such additional Bonds or other Obligations shall be equally and ratably secured
with the Series 1996 Bonds;
(v) the Corporation and the Town shall have amended this Lease or shall have
entered into a Lease Agreement substantially similar to this Lease so that the Town obligates itself
to rental payments from Net Revenues and Excise Taxes sufficient to pay such additional Bonds
or other obligations.
Section 9.02 Control by Town. The Town, if not in default hereunder, shall retain all rights
of access to and control of the Project.
SUMMARY OF THE INDENTURE
THE GRANTING CLAUSE
The Corporation absolutely assigns to Trustee, all its right, title and interest in (i) its interest in the
Lease,the Corporation, however, remains liable to observe and perform all of its conditions and covenants thereon;
(ii)all of the rents, issues and profits payable to the Corporation except the Unassigned Corporation's Rights; and
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FHR:rwr 304158.01 4/26/99
•• provisions hereof, to be subjected to the Indenture and any additional
(iii)all property which is, by the express J
property
that may,from time to time hereafter,be subjected to the lien hereof.
IN TRUST,NEVERTHELESS
(a) for the equal and proportionate benefit, of al present and future Owners of the
Obligations,
•
(b) for enforcement of payment of the Obligations,and,
(c) to secure performance and observance of and compliance with the covenants, of this
Indenture, in each case, without preference, priority or distinction, as to lien or otherwise, of any one Obligation
over any other; but if the Obligations shall be well and truly paid, or discharged then, this Indenture shall cease,
determine and be void;otherwise,to remain in full force and effect.
It is declared that all Obligations issued hereunder and secured hereby are to be issued,
authenticated and delivered, and that all Revenues assigned hereby are to be dealt with and disposed of as provided
herein. The Corporation agrees and covenants with the Trustee and with each and all Owners, as follows:
ARTICLE II
AUTHORIZATION AND TERMS OF ADDITIONAL OBLIGATIONS
SECTION 2.01. Authorized Amount of Series 1996 Bonds. No Obligations may be issued
hereunder except in accordance with this Article. The total authorized principal amount of Series 1996 Bonds is
$28,400,000. The Corporation may issue one or more series of Additional Obligations.
SECTION 2.04. Additional Obligations.
(a) Additional Obligations shall be on a parity with the Series 1996 Bonds. Nothing herein
g
P payment a ment of Obligation Service Charges on any Additional Obligations from (i)being otherwise secured by
property or instruments not applicable to the Series 1996 Bonds or(ii)not being secured or protected from sources,
property or instruments applicable to the Series 1996 Bonds.
(b) The issuance of such Additional Obligations is subject to the following specific
conditions:
(i) such Additional Obligations shall have been authorized to finance or refinance
the cost of acquiring, constructing, reconstructing or improving buildings, equipment and other
real and personal properties suitable for any use by and for leasing to the Town or its agencies or
instrumentalities, including, but not limited to, domestic water systems, or for refinancing or
advance refunding of Obligations.
(ii) the Corporation shall be in full compliance with the Lease and this Indenture;
(iii) the resolution authorizing issuance of such Additional Obligations shall require
that their proceeds shall be applied solely for one or more of the purposes set forth in clause (i) of
this subsection(b).
ARTICLE III
TERMS OF OBLIGATIONS GENERALLY
SECTION 3.04. Source of Payment of Obligations. The 1996 Bonds and any Obligations shall
be the Corporation' special obligations and the Obligation Service Charges shall be payable equally and ratably
solely from Revenues. Payment of Obligation Service Charges on any series of Additional Obligations may be
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otherwise secured and protected from sources or by instruments not applicable to the Series 1996 Bonds, or not
sources orproperty applicable to the Series 1996 Bonds. The or instruments
secured and protected fromby P P
Obligations do not constitute a debt or pledge of the faith and credit of the Corporation or the taxing power of the
Town or of the State or of any political subdivision,municipality or other agency thereof.
ARTICLE V
FUNDS AND PAYMENTS
SECTION 5.01 Establishment of Funds. The following funds are established: (i)Revenue
Fund; (ii)Obligation li ation Retirement Fund, comprised of the Interest Account and the Principal Account; (iii)Reserve
Fund; (iv)AcquisitionP
and Improvement Fund; and (vi)Town Contribution Fund. Additional funds and accounts
may be created in any Supplemental Indenture.
SECTION 5.04. Receipt of Revenues. All rental payments to be paid by the Town directly to
the Trustee to the credit of the Revenue Fund.
SECTION 5.05. Flow of Funds. The Trustee shall transfer from the Revenue Fund to the
Obligation Retirement Fund the following amounts at the time and in the manner provided,to-wit:
(i) Interest Account: Five (5)business days prior to each Principal Payment Date,
the Trustee shall deposit in the Interest Account an amount equal to the amount of the interest
becoming due and payable on the outstanding Obligations on the next Interest Payment Date. The
Interest Account shall be used by the Trustee solely to pay interest on the Obligations when due.
(ii) Principal Account. Five(5)business days prior to each Principal Payment Date,
the Trustee shall deposit in the Principal Account an amount equal to the amount of the principal
becoming due and payable on the Outstanding Obligations on the next Principal Payment Date,
and each such deposit shall be made so that adequate moneys for the payment of principal will be
available in such account on each date that principal payments are to be made hereunder. Money
in the Principal Account shall be used and withdrawn by the Trustee solely to pay principal on the
Obligations.
(iii) Reserve Fund: On June 20 and December 20, the Trustee shall deposit in the
Reserve Fund any moneys received for deposit therein under the Lease-Purchase Agreement.
SECTION 5.06. Reserve Fund.
(a) All Reserve Fund moneys shall be held in Trust for the benefit of the Owners. The
Reserve Requirement for the Series 1996 Bonds shall not exceed $1,970,000. The Reserve Fund after issuance of
q
the Series 1999 Bonds shall not exceed $ Reserve Fund moneys shall be a reserve for prompt
payment of rental payments pursuant to the Lease.
If on any June 20 or December 20 the moneys available in the Obligation Retirement
Fund do not at least equal the amount of the Obligation Service Charges then due and payable, the Trustee shall
apply 1 the Reserve Fund to make delinquent rental payments by transferring the amount necessary to the Obligation
Retirement Fund. In the case of Qualified Surety Obligation, the Trustee shall deliver a demand for payment to the
issuer of the Qualified Surety Obligation at least three(3)business days before the funds are required. Upon receipt
of anydelinquent rental payment corresponding to the moneys advanced from the Reserve Fund, such rental
q
payment ment shall be deposited in the Reserve Fund. Transfers from the Reserve Fund to the Obligations Retirement
Fund shall not result in a credit or reduction of Lessee's obligation to pay rental payments.
(b) If the Reserve Fund and the Obligation Retirement Fund (excluding amounts required for
payment ment of the Obligation Service Charges with respect to the Obligations not presented for payment) are sufficient
topay all Outstanding Obligations, including all Obligation Service Charges, the Trustee shall, upon the Town's
direction, transfer all amounts then in the Reserve Fund to the Obligation Retirement Fund and shall thereafter pay
the Obligations.
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(c) The Reserve Fund shall be valued at the following time: (i) as of the initial issuance of
Obligations; (ii)each December 1 and June 1; and (iii) immediately after a Reserve Fund draw down occurs which
transfers moneys or investments to the Obligation Retirement Fund. The Trustee shall promptly notify the Town of
any Reserve Requirement deficiency request re uest the Town to pay such deficiency in the next rental payment date.
preset The Town may Qualified Surety Obligation in exchange for the money and
investments then on n de osit in the Reserve Fund. The Qualified Surety Obligation shall be issued by an issuer
meeting the Insurer's requirements. The Town agrees to comply with the terms and provisions pertaining to any
Qualified Surety Obligation.
PP
(e)
The supplemental indenture shall require that a Qualified Surety Obligation or a cash
deposit from Additional Obligation Proceeds of an amount which will cause the Reserve Fund to equal the Reserve
Requirement
immediatelythe Additional Obligations are issued. No Reserve Fund deposit need be made if the
amount therein at least equals the Reserve Requirement.
(f) If on January 15 of any year the Reserve Fund value exceeds the Reserve Requirement
and no Indenture default then exists, the Trustee shall transfer the excess to the Revenue Fund. All money in the
Reserve Fund pay shall be used solelyto a 1996 Bonds and any Additional Obligations if no other money is available
therefore,or for retirement of all Series 1996 Bonds and any Additional Obligations.
SECTION 5.07. Investment of Funds. At the Town's direction all the money in any funds shall
be invested and reinvested in Eligible Investments. Eligible Investments attributable to moneys in the Reserve Fund
shall not have maturities extending beyond five(5)years.
SECTION 5.09 Moneys to Be Held in Trust. All moneys paid to Trustee hereunder shall be
held by the Trustee in trust.
SECTION 5.11 Obligation with Respect to Rebate. The Town has agreed pursuant to the
Lease to provide for amounts due pursuant to Section 148 of the Code as"rebate".
SECTION 5.13. Series 1999 Acquisition Fund: Application of Series 1999 Bond Proceeds;
Disbursements.
A. The Trustee shall establish a special fund,designated the"Series 1999 Acquisition Fund",
and keep such fund separate and apart from all other funds and moneys held by it and shall administer such fund as
provided herein.
B. The Trustee shall hold the Series 1999 Acquisition Fund to pay all acquisition and
construction costs of the Series 1999 Project, upon written order by the Town Representative directing
disbursements:
(a) In the case of payment for construction and equipping costs of the Series 1999 Project,
the Trustee shall disburse moneys in the Series 1999 Acquisition Fund upon of a requisition requesting disbursement
topay Series 1999 Project construction and equipping costs and stating that the amounts to be disbursed are proper
construction costs properly chargeable to the Series 1999 Acquisition Fund.
(b) The Trustee shall be responsible for the safekeeping and investment of the moneys held
in the Series 1999 Acquisition Fund. When all Series 1999 Project construction and acquisition costs have been
paid,the Trustee shall transfer to the Obligation Retirement Fund,any balance in the Series 1999 Acquisition Fund.
(c) The Trustee shall also hold the Series 1999 Acquisition Fund to pay the Series 1999
Bonds cost of issuance,upon written order of the Town:
for costs of issuance,the Trustee shall disburse Series 1999 Acquisition Fund moneys only upon a
requisition by the Town stating the amounts to be disbursed for costs of issuance and the payee or
payees, and stating that the amounts to be disbursed are for costs of issuance properly chargeable
to the Series 1999 Acquisition Fund.
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ARTICLE VI
ENFORCEMENT OF REVENUE PLEDGE
SECTION 6.01. Enforcement of Revenue Pledge. As provided in the Lease, the Trustee shall
have the right of specific performance of the covenants of the Town.
SECTION 6.02. Exclusive Pledge. The pledges of Revenues herein are for the benefit of the
Owners of the Series 1996 Bonds and of any Additional Obligations.
SECTION 6.03. Payment Pursuant to'Insurance Policy. As long as any Insurance Policy shall
be in effect the Corporation,Town and the Trustee agree:
(a) If, on the third day preceding an Interest Payment Date the Trustee does not have
sufficient pay s to all the Obligations then to become due,the Trustee shall immediately notify the Insurer. If,
by said Interest Payment Date,the Deficiency has not been cured, the Trustee shall present the registration books to
the Insurer,and:
(i) make arrangements for the Insurer (A)to pay interest and (B)pay principal to
the Owners entitled thereto; and
(ii) notify Owners entitled to received payments from the Insurer if an Owner is
entitled to receive partial payment of principal from the Insurer,such Owner must tender his Obligation for payment
to the Trustee.
(b) If an Obligation payment has been recovered from an Owner under the United States
Bankruptcy Code under a nonappealable order,notify all Owners that if the Owners'payment is also recovered, such
Owner is entitled to such payment from the Insurer.
(c) The Insurer,to the extent of such payments,shall be subrogated to the recipients'rights.
SECTION 6.05. The Insurer's Control of Proceedings. UNLESS THE INSURER IS IN
BANKRUPTCY, OR SIMILAR PROCEEDINGS OR IS IN DEFAULT UNDER THE INSURANCE POLICY,
THE INSURER SHALL (i)CONTROL ENFORCEMENT OF THE INDENTURE, (ii)APPROVE ALL
WAIVERS OF EVENTS OF DEFAULT,AND(iii)BE DEEMED THE SOLE OWNER OF ALL OBLIGATIONS.
SECTION 6.06. Default by the Insurer. If any action requires the Insurer's consent, if the
Insurer is then in bankruptcy, or similar proceedings or is in default of the Insurance Policy then such Insurer's
consent is not required.
ARTICLE VII
THE TRUSTEE,REGISTRAR AND PAYING AGENT
SECTION 7.01 Trustee's Acceptance and Responsibilities.
(a) Trustee accepts the trusts imposed upon it hereunder,and shall observe and perform those
trusts, but only upon the terms and conditions set forth in this Article, to all of which the parties hereto and the
Owners agree.
(b) Prior to the occurrence of a default or an "Event of Default" of which Trustee has been
notified, or of which Trustee is deemed to have notice, and after the cure or waiver of all default or Events of
Default:
(i) Trustee undertakes to perform only those duties and obligations which are set
forth specifically herein and no duties or obligations shall be implied to Trustee;
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(ii) in the absence of bad faith on its part, Trustee may rely conclusively, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to Trustee and conforming to the requirements hereof; but in case of any such
certificates or opinion which by any provision hereof are required specifically to be furnished to
the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture.
(c) If an Event of Default has occurred and its continuing (f which the Trustee has been
notified, or is deemed to have notice), Trustee shall exercise those rights and powers vested herein and shall use the
same degree of care and skill in their exercise as a prudent corporate trustee would exercise or use under the
circumstances in the conduct of their corporate trust business.
(d) No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own gross negligent action, its own gross negligent failure to act,or its own willful misconduct,except that,
(i) the Trustee shall not be liable for any error of judgment made in good faith by
any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining
the pertinent facts;
(ii) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Owners of not less than a majority
in principal amount of a series of the Obligations then outstanding relating to the time,method and
place of conduction any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee;and
(iii) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability (including, without limitation, any and all
environmental liability) in the performance of any of its duties hereunder, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(e) Whether or not herein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section.
SECTION 7.03. Fees,Charges and Expenses of Trustee,Registrar and Paying Agents.
(a) The Trustee, the Registrar and any Paying Agents shall not be entitled to payment or
reimbursement for reasonable fees for its Ordinary Services and for all advances, counsel fees and other Ordinary
Expenses reasonably and necessarily paid or incurred in connection with such Ordinary Services.
(b) The Trustee, the Registrar and any Paying Agent shall not be entitled to compensation or
reimbursement for Extraordinary Services or Extraordinary Expenses occasioned by their gross negligence or willful
misconduct.
SECTION 7.05. Successor Trustee. Any Successor Trustee shall (i)be a trust company or a
bank having the powers of a trust company, (ii)be in good standing within the State, (iii)be duly authorized to
exercise trust powers,and(iv)have a reported capital and surplus of not less than$50,000,000.
SECTION 7.07. Resignation by the Trustee; Removal of Trustee. The Trustee may resign at
any time by giving written notice thereof by mail to the Owners as their names and addresses appear on the
Registrar at the close of business fifteen (15) days prior to the mailing. The resignation shall take effect upon the
appointment of a successor Trustee.
The Trustee may be removed at any time by an instrument signed on behalf of the Owners at least
a majority in aggregate principal amount of the Obligations then Outstanding.
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The Trustee also may
be removed for actin in violation of any provision hereof by a court of
competent jurisdiction upon the applicationCorporation,of the Co oration, or the Owners of not less than twenty percent(20%)
in aggregate principal amount of the Obligations then Outstanding.
ARTICLE VIII
DEFAULT PROVISIONS AND REMEDIES
SECTION 8.01. Defaults; Events of Default.
(a) Any of the following constitute an Event of Default hereunder:
(i) Payment of any interest shall not be made when due;
(ii)i Payment of the principal of or any premium shall not be made when due,
whether at stated maturity,by redemption,or otherwise;
(iii) The occurrence and continuance of any default as defined in the Lease;
(iv) The occurrence of an Event of Bankruptcy as to the Corporation.
SECTION 8.02. Notice of Default. If an Event of Default shall occur, the Trustee shall give
written notice of the Event of Default, by registered or certified mail, to the Corporation, the Town, the Registrar,
g
any Paying Agent,
and the Original Purchaser of each series of Obligations,within five(5)days after the Trustee has
notice of the Event of Default. If an Event of Default occurs of which the Trustee has notice pursuant to this
Indenture, the Trustee shall give written notice thereof, by notice promptly to the Owners of all Obligations then
g
outstanding as shown by
the Register at the close of business fifteen(15)days prior to the mailing of the principal of
or any p
remium. The Trustee may withhold such notice if its board of directors, the executive committee or a trust
committee in good faith determines that withholding such notice is in the owners' interest.
SECTION 8.03. Remedies; Rights of Owners.
(a) Upon an Event of Default, the Trustee may pursue any available remedy to enforce the
payment Obligation ment of Obli Service Charges or the observance and performance of any other covenant, agreement or
obligation under this Indenture, the Lease or any other instrument providing security, directly or indirectly, for the
Obligations.
(b) Upon an Event of Default, if requested to do so by the Owners of at least twenty-five
percent (25%) in aggregate principal amount of each series of Obligations outstanding, the Trustee shall, if all
preconditions are met, exercise any rights and powers conferred by this Section.
(c) The Trustee is empowered to enforce each remedy granted to Corporation under the
Lease.
SECTION 8.05. Application of Moneys.
(a) Afterpayment of any amounts incurred to collect moneys hereunder or under the Lease,
all moneys received by the Trustee shall be deposited in the Obligation
Retirement Fund and shall be applied as
follows:
First to pay all installments of interest then in the order of the interest due dates beginning with
the earliest date and, if the amount available is not sufficient to pay in full any particular
installment, then to the payment thereof ratably, without discrimination, except as to any
difference in the respective rates of interest specified in the Obligations;and
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FHR:rwr 304158.01 4/26/99
Second To pay unpaid principal then due (other than Obligations previously called for
p p P
redemption for the payment ment of which moneys are held pursuant to the provisions hereof) in the
order of theirbeginning dates,be inning with the earliest,and if the amount available is not sufficient to
ll all Obligations due,then to the payment thereof ratably,without discrimination.
pay in fu g
SECTION 8.07. Rights and Remedies of Owners.
(a) An Owner shall not have any right to institute any suit, action or proceeding for the
enforcement hereof,unless:
i there has occurred and is continuing an Event of Default of which the Trustee
has been notified.
(ii) the Owners of at least twenty-five percent (25%) in aggregate principal amount
of a series of Obligations then outstanding shall haverequested that the Trustee (and afforded the
Trustee reasonable opportunity to proceed) exercise the powers granted herein or to bring an
action in its own name,and shall have offered the Trustee indemnity;and
(iii) the Trustee thereafter shall have failed or refused to exercise the remedies,rights
and powers granted herein or to institute the suit.
(b)
No one or more Owners shall have any right to affect, in any manner or benefit of this
Indenture,or to enforce,except in the manner provided herein,any power hereunder.
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.02 Supplemental Indentures Without Owner's Consent. Without consent of any
Owner,Trustee may enter into indentures supplemental hereto
(i) to cure any ambiguity,inconsistency,formal defect or omission herein;
(ii) to grant to or confer upon the Trustee for the benefit of the Owners any
additional rights,remedies,powers or authority that lawfully may be so granted or conferred;
(iii) to assign additional revenues hereunder;
(iv) to accept additional security and documents of further assurance with respect to
the Obligations and to release all or any portion of the Project from the Lease in accordance with
the Lease;
(v) to add other covenants, agreements and obligations to be observed for the
or authority protection, or to surrender or limit any right, power reserved to the
Corporation herein, including, without limitation, the limitation of rights of redemption so that in
certain instances Obligations of different series will be redeemed in some prescribed relationship
to one another for the protection of the Owners of a particular series of Obligations.
(vi) to evidence any succession to the Corporation;
(vii) to make necessary or advisable amendments or additions in connection with the
issuance of Additional Obligations not adversely affecting the Owners' interests;
(viii) to permit the use of a book-entry system of bond ownership;
(ix) to permit the Trustee to comply with any obligations imposed upon it by law;
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(x) to specifyfurtherthe duties and responsibilities of, and to define further the
relationship among,the Trustee,the Registrar and any paying Agents;
P
(xi)
to achieve compliance of this Indenture with any applicable federal securities or
tax law;
Surety to permit the use of a Qualified Obligation to satisfy all or a portion of
the Reserve Requirement;and
(xii) to permitan i other amendment which, in the opinion of nationally recognized
Y
bond counsel,is not to the prejudice of the Trustee or the Owners.
SECTION 9.03. Supplemental Indentures Requiring Owners' Consent.
(a) Except for Supplemental Indentures not requiring consents,the Owners of not less than a
ri in aggregate rinci al amount of each series of Obligations, the Corporation and the Trustee may execute
majorityprincipal
and deliver Supplemental Indentures. Nothing,however, shall permit:
i without the consent of the Owner thereof, (A)extension of the maturity date of
any Obligation,ation,(B)reduction in the principal amount or the rate of interest or premium thereon,or
(C)reduction in the amount or extension of the time of payment of any mandatory redemption
requirement,or
(ii) without the consent of the Owners of all Obligations then outstanding, (A)the
creation of a privilege or priority of any Obligation or Obligations over any other Obligation or
Obligations or (B)a reduction in the aggregate principal amount of the Obligations required for
consent to a Supplemental Indenture.
SECTION 9.05p
. Opinion of Counsel. The Trustee shall be fully protected in relying upon, the
an
opinion of counsel (who may be the corporation's counsel) that: (i)any proposed Supplemental Indenture
P y
with the provisions hereof and(ii) it is proper for the Trustee to join in the execution of that Supplemental
complies
Indenture.
ARTICLE X
DEFEASANCE
SECTION 10.01. Release of Indenture.
(a) If the Corporation shall pay all of the outstanding Obligations, or shall cause them to be
paid and discharged, then this Indenture shall cease, determine and become null and void, and the Corporation's
obligations hereunder shall be released,discharged and satisfied.
(b) Thereupon:
(i) the Trustee shall release this Indenture;and
(ii) the Trustee and any other Paying Agents shall assign and deliver to the
Corporation any property subject at the time to the lien of this Indenture which then may be in
their possession.
SECTION 10.02. Payment and Discharge of Obligations.
(a) All or any part of the Obligations shall be deemed to have been paid and discharged if:
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FHR:rwr 304158.01 4/26/99
(i) the Trustee shall have received, in trust for and irrevocably committed thereto,
sufficient moneys, or
(ii) the Trustee shall have received, in trust, noncallable Defeasance Obligations
certified by an independent public accounting firm of national reputation to be of such maturities
or redemption dates and interest payment dates, and to bear such interest and mature in such
amounts as will be sufficient together with any applicable moneys to pay all Obligation Service
Charges on deferred Obligations,at maturity or prior redemption dates.
ARTICLE XI
COVENANTS
SECTION 11.17. Town Covenants. The Town states:
(a) It has the power to enter into this Indenture and that the provisions of this Indenture
pertaining to the Town are lawful,valid and binding obligations enforceable in accordance with their terms;
SECTION 12.12 Integration; Incorporation by Reference. All terms and conditions in each
and every Section of the Trust Indenture which are not modified or superceded by the First Supplement and which
do not conflict with the terms of the First Supplement are incorporated by reference into the First Supplement, it
being deemed the intention of the parties hereto that the Trust Indenture and the First Supplement shall be construed
to be one integrated document.
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APPENDIX B
TOWN OF ORO VALLEY, ARIZONA
GENERAL ECONOMIC AND DEMOGRAPHIC INFORMATION
The following information regarding the Town is provided for background information only. No attempt has been
made to determine what part, if any, of the data presented is applicable to the Town, and, consequently, no
representation is made as to the relevance of the data to the Town or the Series 1999 Bonds. The Series 1999 Bonds
are payable solely from the rental payments to be paid by the Town under the Town Lease and the rental payments
are secured by the Excise Taxes as described under the heading "SECURITY FOR AND SOURCES OF
PAYMENTS OF THE SERIES 1999 BONDS."
General
The Town was incorporated in 1974 and is located in northeastern Pima County, Arizona (the "County").
The Town is six miles north of the city limits of the City of Tucson, Arizona ("Tucson"). A farming area
30 years ago,it is now a part of the Tucson Metropolitan area. The Town covers an area of approximately
24 square miles and is located at an elevation of 2,620 feet at the base of the Santa Catalina Mountains.
The following table illustrates population statistics for the State, the County and the Town.
State of Pima Town of
Arizona County Oro Valley
1998 Estimate* 4,764,025 823,900 25,455
1990 Census 3,665,228 666,880 6,670
1980 Census 2,716,633 531,443 1,489
1970 Census 1,775,399 351,667 N/A
1960 Census 1,302,161 265,660 N/A
* Estimates as of July 1, 1998.
Source: Arizona Department of Economic Security,Population Statistical Unit.
Municipal Government and Organization
The Town government operates under the Council-Manager form of government. Policy making and
legislative authority are vested in the Town Council, which consists of a Mayor and four
Councilmembers. Councilmembers are elected to four-year staggered terms. The Mayor is directly
elected by the qualified voters of the Town and the Vice-Mayor is selected by the Council from among its
members. The Town Council is responsible, among other things, for the adoption of local ordinances,
budget adoption, the development of citizen advisory committees and the hiring of the Town Manager.
The Manager is responsible for implementation of the policies of the Town Council. The Town Manager
appoints all department heads except the Town Clerk,Chief of Police,Town Engineer and Magistrate.
B-1
Employment and Employers
' economyis linked closelywith that of the City of Tucson. Due to the Town's proximity to
The Town's
majorityof Oro Valley's residents commute to the Tucson Metropolitan area for employment.
Tucson, the Y
The tables hereafter illustrate several of the major employers within the greater Oro Valley area,followed
by tables of the major manufacturing employers and non-manufacturing employers of Tucson.
MAJOR EMPLOYERS
Greater Oro Valley Area
Estimated
Number of
Employers Product/Service Employees
AlliedSignal
Aerospace Systems 950
n uistador Resort and CountryClub Dining/Recreation/Hotel 600
Sheraton El Coq 230
Canyon Del Oro High School Education
Grocery Store 135
Fry's Food Stores
Vanguard Automation Robotics/Automation 110
�
Town of Oro Valley Government 150
Stores Grocery Store 70
Smith's Food
Oro ValleyCountry Club Dining/Recreation
50
Selectide Medical Research 55 ATS Southwest,Inc. Automation Systems 30
1 Commercial Printing 80
Alpha Graphics 338
Securaplane Technologies Security Systems
Source: 1998 Arizona Industrial Directory, Phoenix Chamber of Commerce and information obtained
from the Town.
B-2
MAJOR MANUFACTURING EMPLOYERS
City of Tucson,Arizona
Approximate
Number of
Employer Product Employees
Raytheon SystemsCompany
Missile Tactical Missiles and Gun Systems 7,500
IBM Corporation Information Processing Products 1,100
Weiser Lock Door Locks 1,000 Allied Signal Aerospace Equipment 950
Burr-Brown Corporation Integrated Circuits 950
850.
Learjet,Inc. Lear Jets 600
Sunquest Information Systems,Inc. Healthcare Information Systems
q 475
Air Systems Components Air Conditioning Grills and Registers
y 400
Tucson Newspapers,Inc. Newspaper Publishing
Shooting Equipment Archery Equipment 400
Precision S g
Hamilton Aviation Company Aircraft Structural Components 380
• Inc. Network Software 300
Artisoft,
McCulloch Corporation Outdoor Power Equipment 275
Kalil Bottling Company Beverage Bottling 275
Arizona Industrial Directory, Phoenix Chamber of Commerce and information obtained
Source: 1998 Ari o �J
from the Town.
B-3
MAJOR NON-MANUFACTURING EMPLOYERS
City of Tucson,Arizona
Approximate
Number of
Employer er Service Employees
• Education 10,415
University of Arizona 10,320
State of Arizona Government
Davis-Monthan Air Force Base Military 8,360
Tucson Unified School District No. 1 Education 6 5115
Pima County Government
Government 5,420
City of Tucson 4,040
Carondelet Health Care Corporation Healthcare
BHP Copper 670
Copper and Molybdenum Concentrate 3,TMC Health Care Healthcare 3,450
Asarco,Inc.
Metals,Chemicals and Aggregates 2,725 UniversityMedical Center Academic Medical Center
2,150
Education 2,010
Pima Community College 1,980
Sunnyside Unified School District No. 12 Education 1 900
Amphitheater Unified School District No. 10 Education
5
Mail Delivery 1,690
U.S.Postal Service 1,460
Arizona Air National Guard Military Reserve
• Convenience Stores 1,350
Circle K Corporation 1,225
American Airlines Airline Service
VA Medical Center
Hospital 1,200
Source: Inside Tucson Business- 1999 Book of Lists,Tucson Chamber of Commerce.
Davis-Monthan Air Force Base (the "Base") is a major employer in the
As indicated in the above table, "Department"), September
to the Public Affairs Department of the 355th Wing(the Dep ), as of
City. According p an annual gross payroll of over
1998, the military and civilian personnel employed at the Base constituted
$263.2 million. The Department further indicates that 8,362 full-time employees,621 part-time employees
and 332.4 full-time equivalents are currently employed by the Base.
The Base has been included
on lists of bases considered for closure or realignment by the Defense Base
Closure and Realignment Commission. The Base is not now subject to closure or realignment, but there
Base will not be included on future lists of such Commission. Any such
can be no assurances that the on others, the Department of
closure or realignment would be subject to review and approval by, amongP
Defense and the President
of the United States and would have a negative but unquantifiable effect on
Tucson.
As of September 1996, Tucson, Countyand State agreed to pay $425 million to move a U.S. Air Force
gT
runway in hopes of keeping the
Base off the Federal Closure List. The Air Force announced that it would
accept a proposal to divert air traffic fic away from a 2,100-home neighborhood and an elementary school
officials proposed paying for the project themselves rather than waiting for
just north of the Base. Tucson p p p Y g
theyfeared that safetyconcerns relating to the runway might place the
federal appropriations because
base on a future Base Closure and Realignment Commission list.
B-4
averages The following table illustrates annual unemploymentes for the Town, Tucson, the County, theg
State and the United States.
ANNUAL UNEMPLOYMENT AVERAGES
Town of PimaCity
of State of United
YearStates
Oro ValleyCounty Tucson Arizona
1999* 1.6%
2.4% 2.7% 3.7% 4.4%
1998 1.8 2.7 3.0 4.0 4.5
3.3 3.7 4.6 5.0
1997 2.2 4.2 5.5 5.4
1996 2.5 3'8 5.1 5.6
1995 2.2 3'3 3.7 .1
1994 3.0 4.5
5,0 6.3 6
* Average for the first two months of 1999.
Source: Arizona Department of Economicty,Securi , Bureau of Information and Research Analysis,
Labor Force Statistical Unit.
Construction
The following tables illustrate building permit summaries for residential and non-residential construction
and new housing starts for the Town.
VALUE OF BUILDING PERMITS
Town of Oro Valley,Arizona
($000,000's omitted)
Year Residential
Commercial Total
1998 $126 $ 13 $1392 11 113
10
1997
1996 118 5 123
1995 146
112 34 1994 103 2 105
Safety Department. Construction is valued on the basis of
Source: Town of Oro Valley Building Sa ty p
estimated cost not on market price or value of construction at the time the permit is issued. The
permit at which the is issued is not to be construed as the date of construction.
B-5
Education
The University of Arizona (the "University") was established in 1885 and is the oldest institution of
higher education in the State. The University is the largest employer in Tucson. The University has 14
colleges offering 131 bachelor degree programs, 138 masters programs, 95 doctoral programs and three
professional programs. The University's estimated enrollment for the 1998/99 school year is
approximately 34,250 students. This enrollment figure includes students in continuing education
programs,interns and residents,post-doctoral programs and on-campus non-credit students.
Also located within the Tucson Metropolitan area is Pima County Community College which is a branch
of the Arizona State Community College System. Pima County Community College offers two-year
academic, vocational and technical programs. The school's estimated enrollment for the 1998/99 school
year is approximately 56,000 students.
Tourism
The Tucson Metropolitan area attracts a significant number of vacationers and conventioneers. Some
recreational and sight-seeing attractions within driving distance of Tucson include the Arizona-Sonora
Desert Museum, Kitt Peak National Observatory, Mission San Xavier del Bac, Mount Lemmon, Organ
Pipe Cactus National Monument, Saguaro National Park and Sabino Canyon. The following table
illustrates the approximate number of visitors to Organ Pipe Cactus National Monument and Saguaro
National Park in the years indicated.
NUMBER OF VISITORS
Organ Pipe Cactus Saguaro
Year National Monument National Park
1999* 23,099 301,405
1998 184,502 3,310,036
1997 169,960 2,746,898
1996 402,097 2,775,238
1995 414,829 2,936,186
1994 277,133 2,808,790
* Data for the first two months of 1999.
Source: The United States Department of the Interior,National Park Service.
B-6
The Tucson Convention and Visitors Bureau estimated that approximately 297,574 convention delegates
visited the area in fiscal year 1995/96 and approximately 318,254 convention delegates visited the area in
fiscal year 1996/97.
Below is ap artial list of the larger hotel and resorts in Tucson's Metropolitan area, based on number of
units.
HOTELS AND RESORTS
Tucson Metropolitan Areas
Number Approximate
of Number of
Hotel/Motel Name Units Employees*
The Westin La Paloma 487 800+
Sheraton El Conquistador Resort and Country Club 428 700
Loews Ventana Canyon Resort 398 600
HolidayCity Inn Center 309 175
Doubletree Guest Suites 304 100
Holiday
Inn Palo Verde 299 156 Doubletree Hotel 295 223
Marriott University Park 250 173 Westward Look Resort 244 260
Tucson East Hilton 232 134
Inn Suites Hotel&Resort 30 60
* Number of full-time equivalent employees.
Source: Inside Tucson Business-1999 Book of Lists,Tucson Chamber of Commerce.
Transportation
Industry, business and residents benefit from the transportation network available to the Metropolitan
Tucson area. Rail,air and highway facilities are developed throughout the area.
The Town is traversed by Interstates 10 and 19, as well as United States Highways 86, 89 and 93.
Interstate 10 connects Tucson with Phoenix to the north and Los Angeles to the west. Interstate 19
providesog
access to Nogales, Arizona, and Mexico to the south and U.S. Highway 86 connects with the
direct route to the Gulf of California vacation areas. The Southern Pacific Railroad, as well as interstate
motor pp
freight services supplied by many carriers, facilitate the transportation of area products and
g
supplies. Inter-city transportation service is provided by Greyhound-Trailways.
B-7
Tucson International Airport, located approximately fifteen miles from the Town,provides local, regional
and transcontinental air service through a number of major airlines.
AIRLINES SERVING TUCSON INTERNATIONAL AIRPORT
Aero California Continental Airlines Reno Air
Aero Litroal Delta Airlines Southwest Airlines
America West Northwest Airlines United Airlines
American Airlines
Source: Tucson Airport Authority.
NUMBER OF PASSENGERS
ARRIVING AND DEPARTING
TUCSON INTERNATIONAL AIRPORT
Year Arrivals Departures _ Total
1999* 290,616 285,322 575,938
1998 1,742,304 1,735,118 3,477,422
1997 1,776,189 1,774,927 3,551,116
1996 1,756,457 1,756,986 3,513,443
1995 1,712,680 1,720,537 3,433,217
1994 1,632,254 1,638,342 3,270,596
* Date through March 1999.
Source: Tucson Airport Authority.
B-8
APPENDIX C
•
TOWN OF ORO VALLEY, ARIZONA
FINANCIAL DATA
Current Year Statistics (For Fiscal Year 1998/99)
Total General Obligation Bonded Debt None
Municipal Property Corporation oration Bonded Debt $ 32,410,000 *
of Participation 4,805,000
Certificates p 90,000
Naranja Road Improvement District Special Assessment Bonds
Secondary
Assessed Valuation 178,766,882
Primary
Assessed Valuation 165,981,883
Estimated Full Cash Value 1,547,098,212
* Subject to change. Includes the Series 1999 Bonds.
Source: Treasurer and Assessor of the County.
Town of Oro Valley Municipal Property Corporation Bonded Debt
Issue
Original Maturity Balance
rP
Series
Purpose Amount Dates Outstanding
1996 Company Acquisitions
Water Com Ac $28,400,000 07-01-97/26 $27,975,000
Bonded Debt Outstanding $27,975,000
Plus the Series 1999 Bonds 4,435,000 *
Debt to be Outstanding Bonded $32,410,000 *
* Subject to change.
Town of Oro Valley Certificates of Participation Outstanding
Original Ori al Maturity Balance
Series
Amount Dates Outstanding
1996
$ 5,125,000 07-01-97/17 $ 4,805,000
Certificates of
Total Participation Outstanding S 4,805,000
C-1
Naranja Road Improvement District Special Assessment Bonds
Town of Oro Valley,Arizona
Issue Original al Maturity Balance Series Amount Dates Outstanding
1989 $
905,000 01-01-91/00 $ 90,000
Total Naranja Road Improvement District Special Assessment Bonds Outstanding $ 90,000
Town of Oro Valley Water Improvement District No. 1
Special Assessment and Water Revenue Bonded Debt
Balance
Less Outstanding
Original Ori al Maturity Balance Bonds Being Less Bonds
Series Amount Dates Outstanding Refunded Being Refunded
Series 1992 Bonds (b)
$1,175,000 01-01-94/12 $ 935,000 $ (935,000) None
Gross Water Revenue
Bonded Debt Outstanding None
Net Water Revenue
Bonded Debt to be Outstanding None
special The Series 1992 Bonds
are also secured by assessments on certain real property within the
District.t. The assessments will be released upon delivery of the Series 1999 Bonds.
Direct and Overlapping General Obligation Bonded Debt
General Proportion Applicable to
Obligation the Town(c)
Bonded Approximate Net Debt
Overlapping Jurisdiction Debt(d) Percent Amount
None 0.67 % None
State of Arizona 4.64 $ 8,455,704
Pima County(e) $ 182,235,000 �g 904
Community College District(f) 26,485,000 4.64 1,228,904
Pima County Co y g 452,306
Pima CountyFlood Control District 8,135,000 5.56
None
Golder Ranch Fire District None 100.00
Unified School District No. 10 109,035,000 27.32 29,788,362
Amphitheater None
Metropolitan Domestic Water Improvement District(g) None 0.51
P
Oro Valley Water Improvement District None 100.00 None
a y( )
Town of Oro Valley h None 100.00 None
Total Direct and Overlapping General Obligation Bonded Debt S 39,925,276
to the Town is computed on the ratio of secondary assessed valuation for
(e) The proportion applicableP
the overlapping entity to the amount of such valuation which is located within the Town as shown
on the valuation rolls of the Assessor of the County for fiscal year 1998/99 (except for the Pima
C-2
does not includepersonal property in its assessed valuation).
County Flood Control District which The general obligation bonds outstanding set forth above and elsewhere in
this Official Statement
unts onl and have not been adjusted to include premium which in
represents bond principal amo y,
some instances has been treated as debt.
bonds outstanding. Does not include authorized but unissued
(d) Includes total general obligation g
bondsjurisdictions of such which may be issued in the future as is shown in the table below or any
bonds which may be
authorized byvoters in such jurisdictions pursuant to future bond elections.
General Obligation Bonds
Overlapping jurisdiction Authorized but Unissued
$ 237,460,000
Pima County 109,980,000
Pima County Community College District 14,835,000*
Amphitheater Unified School District No. 10
* Such authorization expires December 31, 1999.
g
Does not include the
obligation of the Central Arizona Water Conservation District ("CAWCD") to
the United States of Department De artment of the Interior, for repayment of capital costs for
construction of the Central Arizona Project ("CAP"), a major reclamation project under construction
by the Department of the Interior. The obligation is evidenced by
a master contract between the
United States Department of the Interior. The United States and CAWCD are
CAWCD and the p i
now involved in litigation over the amount of the construction cost repayment p yment obligation, the
g
amount of the respective obligation for payment of operation, maintenance and replacement costs
g
and the application of
certain revenues against such obligations and costs. On November 5, 1998,
the U.S.District Court
ruled that CAWCD would not have to pay more than the approximately$1.8
billion of the construction cost repaymentobligation obli ation agreed to in 1988, rather than the $2.2 billion
claimed by the U.S.Department of the Interior and that such ceiling may be further reduced by the
subsequent proceedings at the U.S. District Court level. The U.S. Department of the Interior has
advised CAWCD that it will appeal the ruling. It is not possible to predict the outcome of such
appeal or the remaining
issues in this case but a decision adverse to CAWCD may have an adverse
operations of CAWCD. The repayment, which will take place over a period of 50
impact on the �o er annum on the un aid
years,commenced January 1,1994. Interest is added at the rate of 3.342%p p
balance. CAWCD is a water conservation district having boundaries coterminous with the exterior
boundaries of Maricopa,i Pima and Pinal Counties. It was formed for the express purpose of paying
administrative costs and expenses of the CAP and to assist in the repayment to the United States of
the CAP capital costs. Repayment will be made from a combination of power revenues,subcontract
agreements with municipal, industrial and agricultural water users for delivery of
revenues (i.e., p
CAP water) and a tax levy against all taxable property in CAWCD. At the date of this Official
Statement, the tax levy is limited to fourteen cents per $100 of secondary assessed valuation, all of
which currentlybeing
is levied. (See Arizona Revised Statutes, Section 48-3715.) There can be no
assurance that such
levylimit will not be increased or removed at any time during the life of the
contract.
(e) Does not include sewer revenue bonds of the County outstanding in the principal amount of
$106,628,350. Does not include certificates of participation of the County outstanding in the
principal amount of $35,660,000. Does not include Pima County Municipal Property Corporation
principal lease revenue bonds
outstandingin the rinci al amount of$1,340,000. Does not include street and
C-3
highway user revenuebonds of the Countyoutstanding in the aggregate principal amount of
$40,000,000.
(f) Does not include Pima CountyCommunityCollege District revenue bonds outstanding in the
principal
amount of $7,065,000. Does not include certificates of participation of Pima County
Community College District outstanding in the principal amount of$10,755,000.
(g) Does not
include MDWID water revenue bonds outstanding in the aggregate principal amount of
$27,985,000juniorsystem or lien water s stem revenue bonded debt outstanding in the aggregate principal
amount of$5,655,000.
(h)
Does not include the Series 1999 Bonds or the Bonds Being Refunded. Does not include Naranja
p
Road Improvement District of the Town improvement bonds outstanding in the aggregate principal
amountof 90,000. Does not include the 1996 Certificates outstanding in the aggregate principal
$
amount of $4,805,000Corporation's or the Cop oration's 1996 Bonds outstanding in the aggregate principal
amount of$27,975,000.
Direct and Overlapping General Obligation Bonded Debt Ratios
Per Capita As%of As%of
Bonded Debt Town's Town's
Population Secondary Estimated
Estimated Assessed Full Cash
at 25,455 (i) Valuation Value
g
Net
Direct General Obligation Bonded Debt None None None
Net Direct and Overlapping General Obligation
Bonded Debt $1,568.46 22.33% 2.58%
(i) Estimate as of July1, 1998, provided by the Arizona Department of economic security Population
and Statistics Chart.
Other Indebtedness
The Town has the following Lease-Purchase Agreements in effect:
Annual
Payment
Item Amount Payment Due Date
Wheel Loader $ 16,517.72 Semi-annually through June 2000.
Police Tape Logger 6,059.83 Semi-annually through September 2000.
Caterpillar 426C Backhoe 12,430.30 Semi-annually through June 2001.
C-4
ASSESSED VALUATIONS AND TAX RATES
other information is given as background concerning the Tozvn. Under no
NOTE: The following data and f
circumstances are taxes o the Series 1999 Bonds payable from ad valorem property f the Town.
are divided into two systems, primary and secondary. Secondary property taxes
Arizona property taxes Y
are those taxes imposed for payment of bonded indebtedness, for exceeding a budget,expenditure or tax
limitation pursuant to voter approvalP r
and for operating and maintaining certain special districts. Prima y
property taxes are all ad valorem taxes other than secondary property taxes.
value of locally-assessed the primary system, the full cash real property (consisting of residential,more than 10% per
commercial, industrial, agricultural and unimproved property) cannot increase by
year, except under certain circumstances.ces. This limitation does not apply to mines, utilities and railroads
• Annual tax levies under the primary
which are assessed by the State. system are based on the nature of
the property taxed and the taxing authority. Primary taxes levied on residential property only
are limited
° property. In addition,primary taxes levied on all types of property by
to 1/°of the full cash value of such
counties, cities, towns and community college districts are limited to a maximum increase of 2% over the
prior year's levy plus any amount
directlyattributable to new construction and annexation. The 2%
limitation does not apply to primary taxes levied for local school districts.
Secondary assessed valuation represents the value used in determining property tax levies for the
obligation bonds, and of principal and interest on generalg the calculation of maximum bonded
indebtedness allowed under the State's Constitutional debt limit. Under the secondary system, there is no
limitation on annual increases in full cash value of any property. In addition, annual tax levies for voter-
approved roved bonded indebtedness and special district taxes are unlimited.
Direct and Overlapping Assessed Valuations and Total Tax Rates
Per$100 Assessed Valuation
1998/99
1998/99 1998/99 Total Tax
Secondary Primary Rates Per$100
Assessed Assessed Assessed
Overlapping Jurisdiction
Valuation(j) Valuation(j) Valuation
State of Arizona
$ 26,793,103,121 $ 25,682,910,177 None
Pima County
3,852,574,000 3,682,397,194 $ 5.1802
District 3,852,574,000 3,682,397,194 1.1922
Pima County Community College N/A 0.0515
Pima County Fire District(k) 3,852,574,000
Pima County Library District(k) 3,852,574,000 N/A 0.2224
N/A 0.3246
Pima CountyFlood Control District(k) 3,213,904,349
Central Arizona Water Conservation District(k) 3,852,574,000 N/A 0.1400
Golder Ranch Fire District(k) 74,252,340 N/A 1.8900
Amphitheater Unified School District No. 10 654,388,208 620,407,139 7.0881
Town of Oro Valley
178,766,882 165,981,883 None
Source: Property ert Tax Rates and Assessed Values,The Arizona Tax Research Foundation.
(j) The assessment ratios utilized over the five-year period for each class are set forth on the following
page:
C-5
PROPERTY TAX ASSESSMENT RATIOS
Property Classification* 1994/95 1995/96 1996/97 1997/98 1998/99
Mining
30% 29% 28°k 27% 26% **
**
Utility
30 29 28 27 26
Commercial and
Industrial*** 25 25 25 25 25
Agriculture and
Vacant Land*** 16 16 16 16 16
Owner Occupied
Residential 10 10 10 10 10
Leased or Rented
Residential 10 10 10 10 10
Railroad,Private Car Company and Airline
Flight Property**** 23
Pro er **** 25 27 24 23
* Additional of property exist, but seldom amount to a significant portion of a municipal
Additional classes p p ty
body's total valuation. These classes consist of non-commercial historic property; aerospace
manufacturing pP tY ro er in a military reuse zone; certain manufacturing property in an enterprise
property in a foreigntrade zone; environmental technology property for the first 20 years
zone; p p ty
from the date placed in service; commercial historic property; commercial historic residential
property; livestock, poultry,oul aquatic animals and bees producing oil, gas and geothermal resource
q
interests;and leasehold or other possessory interest in certain public property.
** The assessment ratios will be reduced for mining and utility properties to 25% in 1999/00 and
thereafter.
*** Full cash values up to $50,000 on commercial, industrial and agricultural personal property are
exempt from taxation. Any portion of the full cash value in excess of that amount will be assessed
at 25%or 16%as applicable.
**** This percentage is determinedannually equal to be ual to the ratio of (i) the total assessed valuation of
all mining, utility,
commercial, industrial and military reuse zone properties, agricultural personal
leaseholdpersonal property to (ii) the total full cash (market) value of such
property and certainP P tY
properties.
(k) The assessed valuation of the Flood Control District does not include the secondary assessed value of
personal property. All levies for library districts, fire districts and flood control districts are levied
on the secondary assessed valuation,as shown here. The County annually levies a tax on secondary
property values
in aid of all fire districts within the County. The County is required to make a
County-wide secondarylevy support to fire districts within the County. Central Arizona Water
overlaps District actuallyoverla s Maricopa,Pinal and Pima Counties. Only the portion within
the County is shown in this table.
C-6
Total Tax Rates Per$100 of Assessed Valuation
1998/99
Total Tax
Rates Per$100
Assessed
Overlapping Jurisdiction Valuation
PP �
Inside the Town of Oro Valley and Inside the:
Amphitheater Unified School District No. 10 and Golder Ranch Fire District $16.0890
Amphitheater Unified School District No. 10 and Outside Golder Ranch Fire District $14.1990
Source: The Treasurer of the County.
Comparison of the Town's Secondary Assessed Valuation
to the Town's Estimated Full Cash Valuation(m)
Secondary Estimated
Fiscal Assessed Full Cash
Years Valuation Valuation
1998/99 $178,766,882 $1,547,098,212
1997/98 165,265,200 1,443,744,912
1996/97 130,338,334 1,134,829,789
1995/96 119,234,229 1,012,388,700
1994/95 84,327,297 700,276,727
Source: Assessor of the County.
(m) Data obtained from the Arizona Department of Revenue, Division of Property and Special Taxes.
The estimated full cash value
is the total market value of property within the Town less the
estimated exempt property within the Town.
C-7
APPENDIX D
TOWN OF ORO VALLEY, ARIZONA
AUDITED ANNUAL GENERAL-PURPOSE FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 1998
APPENDIX E
FORM OF
APPROVING LEGAL OPINION
APPENDIX F
FORM OF
CONTINUING DISCLOSURE UNDERTAKING
S
THE TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
EXCISE TAX REVENUE BONDS,
SERIES 1999
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate(the "Disclosure Certificate") is undertaken by The Town
of Oro Valley,Arizona(the"Town"),as the obligated person, in connection with the issuance by The Town of Oro
Valley Municipal Property Corporation(the"Corporation")of the Corporation's Town of Oro Valley Municipal
Property Corporation Excise Tax Revenue Bonds, Series 1999(the"Bonds"). In consideration of the initial sale and
delivery of the Bonds,the Town covenants as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is for the
benefit of the Bondholders and in order to assist the Participating Underwriter in complying with S.E.C.Rule 15c2-
12(b)(5).
Section 2. Definitions. Any capitalized term used herein shall have the following
meanings,unless otherwise defined herein:
"Annual Report"shall mean the annual report provided by the Town pursuant to,and as described
in, Sections 3 and 4 of this Disclosure Certificate.
"Bondholder"shall mean any beneficial owner of the Bonds(when the Bonds are in Book-Entry-
Only form)or registered owner when the Bonds are not in Book-Entry-Only form.
"Bond Counsel"shall mean Gust Rosenfeld P.L.C. or such other nationally recognized bond
counsel as may be selected by the Town.
"Dissemination Agent" shall mean the Town, or any person designated in writing by the Town as
the Dissemination Agent.
"Listed Events" shall mean any of the events listed in Section 5(a)of this Disclosure Certificate.
"National Repository"shall mean any Nationally Recognized Municipal Securities Information
Repository for purposes of the Rule. Currently,the following are National Repositories:
Bloomberg Municipal Repositories Thomson NRMSIR
P.O. Box 840 Attn: Municipal Disclosure
Princeton,New Jersey 08542-0840 395 Hudson Street,3rd Floor
Telephone: (609)279-3225 New York,New York 10014
Fax: (609)279-5962 Telephone: (212) 807-5001
E-mail: Munis@Bloomberg.com Fax: (212)989-2078
E-mail: Disclosure @ Muller.com
Kenny Information Systems, Inc. DPC Data Inc.
Attn: Kenny Repository Service One Executive Drive
65 Broadway- 16th Floor Fort Lee,New Jersey 07024
New York,New York 10006 Telephone: (201)346-0701
Telephone: (212)770-4595 Fax: (201)947-0107
Fax: (212)797-7994 E-mail: nrmsir@dpcdata.com
"Official Statement" shall mean the final official statement dated May , 1999, relating to the
Bonds.
FHR:rwr 303743.01 4/20/99
g
"Partici atin Underwriter" shall mean the original underwriter of the Bonds required to comply
"Participating
with the Rule in connection with offering of the Bonds.
"Repository"shall mean each National Repository and each State Repository.
"Rule"shall mean Rule 15c2-12(b)(5)adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934,as the same may be amended from time to time.
"State Repository"shall mean any public or private repository or entity designated by the State of
Arizona as a state repository for the purpose of the Rule. As of the date of this Disclosure Certificate,there is no
State Repository.
Section 3. Provision of Annual Reports.
(a) The Town shall,or shall cause the Dissemination Agent to,not later than February 1 of
�� Repository an Annual Report for the
each year(the "Filing Date"),commencing February 1,2000,provide to each R p ry p
fiscalear endingthe preceding June 30 which is consistent with the requirements of Section 4 of this Disclosure
y on
Certificate. Not later than two(2)day before such Filing Date,the Town shall provide the Annual Report to the
Dissemination Agent(if other than the Town).
(b) If the Town is unable or for any reason fails to provide to the Repositories an Annual
Y
or an
Report part thereof by the Filing Date required in subsection(a)above,the Town shall promptly send a
P
notice to each Repository in substantially the form attached as Exhibit"A"not later than such Filing Date.
(c) If the Town's audited financial statements are not submitted with the Annual Report and
the Town fails to provide to the Repositories a copy of its audited financial statements within 30 days of receipt
thereof by the Town,then the Town shall promptly send a notice to each Repository in substantially the form
attached as Exhibit"B".
(d) The Dissemination Agent shall:
(i) determine each year prior to the date(s)for providing the Annual Report and
audited financial statements the name and address of each National Repository and each State Repository, if any;
and(if the Dissemination Agent is other than the Town)
(ii) file a report or reports with the Town certifying that the Annual Report and
audited financial statements, if applicable,have been provided pursuant to this Disclosure Certificate, stating the
date such information was provided and listing all the Repositories to which it was provided.
Section 4. Content of Annual Reports.
a The Annual Report may be submitted as a single document or as separate documents
comprising package,and may incorporate by reference other information as provided in this Section, including the
g a
audited financial statements of the Town;provided,however,that if the audited financial statements of the Town are
not available at the time of the filing of the Annual Report,the Town shall file unaudited financial statements of the
Town with the Annual Report and,when the audited financial statements of the Town are available,the same shall
be submitted to each Repository within 30 days of receipt by the Town.
(b) The Town's Annual Report shall contain or incorporate by reference the following:
(i) Type of Financial and Operating Data to be Provided:
(A) Subject to the provisions of Section 4(a)hereof,annual audited
financial statements for the Town.
-2-
FHR:rwr 303743.01 4/20/99
/(q-()=-4_ /fit (-,/irtit' /Y2F-7/."7_"
(B) Annually updated .•cial information and operating data of the type
contained in the following subsections of the Official Statement:
(C) In the event of an amendment pursuant to Section 8 hereof not
previouslydescribed in an Annual Report,an explanation, in narrative form,of the reasons for the amendment and
the impact of the change in the type of operating data or financial information being provided and, if the amendment
is made to the accounting principles to be followed,a comparison between the financial statements or information
prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting
principles, including a qualitative discussion of the differences, and the impact on the presentation and,to the extent
feasible,a quantitative comparison.
(ii) Accounting Principles Pursuant to Which Audited Financial Statements Shall Be
Prepared: The audited annual financial statements shall be prepared in accordance with generally accepted
accounting principles and state law requirements as are in effect from time to time.A more complete description of
the accounting principles currently followed in the preparation of the Town's audited annual financial statements is
contained in Note 1 of the audited financial statement included within the Official Statement at Note 1 is
incorporated by reference herein.
(c) Any or all of the items listed above may be incorporated by reference from other
documents, including official statements of debt issues of the Town or related public entities,which have been
submitted to each of the Repositories or the Securities and Exchange Commission. If the document incorporated by
reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The
Town shall clearly identify each such other document so incorporated by reference.
Section 5. Reporting of Significant Events.
(a) This Section 5 shall govern the giving of notices by the Town of the occurrence of any of
the following events with respect to the Bonds,if material:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults;
(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 or events affecting the tax-exempt status of the Bonds;
(7) Modifications to rights of Bondholders;
(8) Bond calls;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds; and
(11) Rating changes.
(b) Whenever a Listed Event occurs,then the Town, if such Listed Event is material, shall
promptly file a notice of such occurrence with each Repository; provided,that any event under subsection (a)(1),
(6),(8),(9)or(11)will always be deemed to be material.
-3-
FHR:rwr 303743.01 4/20/99
Section 6. Termination of Reporting Obligation. The Town's obligations under this
Disclosure Certificateupon shall terminate u on the legal defeasance,prior redemption or payment in full of all of the
Bonds. Such termination shall not terminate the obligation of the Town to give notice of such defeasance or prior
redemption.
Section 7. Dissemination Agent. The Town may,from time to time,appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate,and may discharge
any such Agent,with or without appointing a successor Dissemination Agent.
Section 8. Amendment. Notwithstanding any other provision of this Disclosure
Certificate,the Town may amend this Disclosure Certificate if:
(a) The amendment is made in connection with a change in circumstances that arises from a
changelegal in requirements, change in law,or change in identity,nature or status of the Town,or the type of
business conducted;
(b) This Disclosure Certificate,as amended,would,in the opinion of Bond Counsel,have
complied with the requirements of the Rule at the time of the primary offering of the Bonds,after taking into
account any amendments or interpretations of the Rule,as well as any change in circumstances;and
(c) The amendment does not materially impair the interests of Bondholders,as determined
by Bond Counsel.
Notice of any amendment to the accounting principles shall be sent within 30 days to the Repositories.
Section 9. Additional Information. If the Town chooses to include any information in any
Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this
Disclosure Certificate,the Town shall have no obligation under this Disclosure Certificate to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Town to comply with any provision of
this Disclosure Certificate any Bondholder may seek specific performance by court order to cause the Town to
comply with its obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in
the event of any failure of the Town to comply with this Disclosure Certificate shall be an action to compel
performance and such failure shall not constitute a default under the Bonds or the resolution authorizing the Bonds.
Section 11. Compliance by the Town. The Town hereby covenants to comply with the
terms of this Disclosure Certificate. The Town expressly acknowledges and agrees that compliance with the
undertaking contained in this Disclosure Certificate is its sole responsibility and the responsibility of the
Dissemination Agent, if any,and that such compliance,or monitoring thereof, is not the responsibility of,and no
duty is present with respect thereto for,the Participating Underwriter,Bond Counsel or the Town's financial
advisor.
Section 12. Subject to Appropriation. Pursuant to Arizona law,the Town's undertaking to
provide information under this Disclosure Certificate is subject to appropriation to cover the costs of preparing and
mailing the Annual Report and notices of material events to each Repository. Should funds that would enable the
Town to provide the information required to be disclosed hereunder not be appropriated,then notice of such fact
will be made in a timely manner to each Repository in the form of Exhibit"C" attached hereto.
Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the
Town,the Dissemination Agent,the Participating Underwriter and Bondholders, and shall create no rights in any
other person or entity.
Section 14. Governing Law. This Disclosure Certificate shall be governed by the law of
the State of Arizona and any action to enforce this Certificate must be brought in an Arizona state court. The terms
-4-
FHR:rwr 303743.01 4/20/99
and provisions of this Disclosure Certificate shall be interpreted in a manner consistent with the interpretation of
such terms and provisions under Rule 15c2-12 and the federal securities law.
Date:
TOWN OF ORO VALLEY,ARIZONA
By:
Its:
-5-
FHR:rwr 303743.01 4/20/99
EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of Obligated Person: Town of Oro Valley,Arizona
Name of Issuer: The Town of Oro Valley Municipal Property Corporation
Name of Bond Issue: Town of Oro Valley Municipal Property Corporation Excise Tax Revenue
Bonds, Series 1999
Dated date of Bonds: June 1, 1999
NOTICE IS HEREBY GIVEN that the Town has not provided an Annual Report with respect to the above-named
Bonds as required by Section 3(a)of the Disclosure Certificate dated , . The Issuer anticipates that
the Annual Report will be filed by
Dated:
Town of Oro Valley,Arizona
By:
Its:
EXHIBIT B
NOTICE TO REPOSITORIES OF FAILURE TO
FILE AUDITED FINANCIAL STATEMENTS
Name of Obligated Person: Town of Oro Valley,Arizona
Name of Issuer: The Town of Oro Valley Municipal Property Corporation
Name of Bond Issue: Town of Oro Valley Municipal Property Corporation Excise Tax Revenue
Bonds,Series 1999
Dated: Date of Bonds: June 1, 1999.
NOTICE IS HEREBY GIVEN that the Town failed to provide its audited financial statements with its Annual
Report or, if not then available,within 30 days of receipt as required by Section 4(a)of the Disclosure Certificate
dated June , 1999 with respect to the above-named Bonds. The Issuer anticipates that the audited financial
statements for the fiscal year ended June 30, will be filed by
Dated:
Town of Oro Valley, Arizona
By:
Its:
FHR:rwr 303743.01 4/20/99
EXHIBIT C
NOTICE TO REPOSITORIES OF FAILURE TO
APPROPRIATE FUNDS
Name of Obligated Person: Town of Oro Valley,Arizona
Name of Issuer: The Town of Oro Valley Municipal Property Corporation
Name of Bond Issue: Town of Oro Valley Municipal Property Corporation Excise Tax Revenue
Bonds, Series 1999
Dated Date of Bonds: June 1, 1999.
NOTICE IS HEREBY GIVEN that the Town failed to appropriate funds necessary to perform the undertaking
required by the Disclosure Certificate.
Dated:
Town of Oro Valley,Arizona
By:
Its:
FHR:rwr 303743.01 4/20/99
' .r.• 1. ..
MAY 0 0 1999
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
EXCISE TAX REVENUE BONDS, SERIES 1999
PURCHASE CONTRACT
June , 1999
The Town of Oro Valley Municipal Property Corporation
c/o Town of Oro Valley
11000 N. La Canada Drive
Oro Valley, Arizona 85737
Town of Oro Valley
11000 N. La Canada Drive
Oro Valley, Arizona 85737
Attention: Finance Director
Town of Oro Valley
Ladies and Gentlemen:
Peacock, Hislop, Staley & Given,Inc. (the "Underwriter"), acting not as agent or fiduciary
for you but for and on behalf of itself, offers to enter into the following purchase contract (herein
referred to as the "Purchase Contract") with The Town of Oro Valley Municipal Property
Corporation (the "Corporation") which upon acceptance by the Corporation and the Town of Oro
Valley (the "Town"), will be binding upon the Corporation, the Town and the Underwriter. This
offer is made subject to acceptance by the Corporation and the Town by execution of this Purchase
Contract and its delivery to the Underwriter on or before 11:59 p.m., Mountain Standard Time, on
the date hereof or such other time as is mutually agreed upon. Upon such acceptance, as evidenced
by signatures in the spaces provided below, this Purchase Contract shall be in full force and effect
in accordance with these terms and shall be binding upon the Corporation, the Town and the
Underwriter. If this offer is not so accepted and approved, until so accepted, it will be subject to
withdrawal by the Underwriter upon notice delivered to the Corporation and the Town at any time
prior to the acceptance hereof by the Corporation and the Town. Any financial advisory
relationship between the Underwriter and the Town or the Corporation (if such relationship has
existed or now exists) with respect to the above-referenced bonds (the "Series 1999 Bonds") is
hereby terminated, and the Town and the Corporation hereby expressly consent to the acquisition
or participation in the purchase thereof on a negotiated basis by the Underwriter. If a financial
advisory relationship exists, there may be a conflict of interest in changing from the capacity of
financial advisor to Underwriter, and the Town and the Corporation hereby expressly acknowledge
900026.03.00
0 887836/W R D:af/5/6/99
such circumstances. The Town and the Corporation also hereby acknowledge that Gust
Rosenfeld P.L.C. Bond Counsel, represents the Underwriter in certain other transactions and as
general counsel and herebywaives any conflict that may exist as a result of such representation.
Capitalized terms not otherwise defined herein have the meanings given them as in the
Official Statement and the Authorizing Resolution, described below.
The Underwriter represents and warrants to the Corporation and the Town that it has been
duly authorized to enter into this Purchase Contract and to act hereunder.
SECTION 1. DESCRIPTION OF THE SERIES 1999 BONDS.
The captioned Series 1999 Bonds are being issued by the Corporation pursuant to, and as
described in, the resolution authorizing the Series 1999 Bonds, adopted by the Corporation on
May 19, 1999 "AuthorizingResolution"). The Series 1999 Bonds will mature in the years
and principal al amounts will bear interest at the rates per year and will be subject to optional
and mandatorysinkingfund redemption, all as set forth in Appendix I hereto, and the
redemption
Series
1999 Bonds shall otherwise be as described in the Preliminary Official Statement, dated
Mayrelating primary to the offering of the Series 1999 Bonds (together with any
amendments or supplements thereto, the "Preliminary Official Statement").
payment when due of principal of and interest on the Series 1999 Bonds will be
[The p p
bya municipal bond insurance policy (the "Bond Insurance Policy") to be issued by
guaranteed p
rP
MBIA
Insurance Corporation (the "Insurer"). The wire transfer of the purchase price described in Section 7 hereof will reflect the wire transfer by the Underwriter to the Insurer of the municipal
bond insurancep remium of$ from the proceeds of the Series 1999 Bonds.]
SECTION 2. PURCHASE AND SALE.
Upon the terms and conditions and in reliance upon the basis of the representations,
g
warranties
and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from
Corporation for offeringto thepublic, and the Corporation hereby agrees to sell to the
the .
r for such purpose, all (but not less than all) of $ aggregate principalUnderwrite p rp
amount of the Series 1999 Bonds.
The Series 1999 Bonds shall be purchased by the Underwriter for an aggregate purchase
p
price of $ , comprised of the par amount of the Series 1999 Bonds of
plus accrued interest of $ and less original issue discount of
$
and less Underwriter's discount of $ (assuming a Closing Date of
June , 1999).
SECTION 3. THE OFFICIAL STATEMENT AND AUTHORIZING INSTRUMENTS.
(a) Preliminary Deemed Final. The Preliminary Official Statement has been prepared for
use in connection with thep ublic offering, sale and distribution of the Series 1999 Bonds by the
- 2 -
rp
Underwriter. The Corporation and the Town hereby represent and warrant that, as of its date, the
Preliminary Official Statement was "deemed final" (except for permitted omissions) by the
Corporation and the Town for purposes of SEC Rule 15c2-12(b)(1).
(b) Delivery, Use and d A roval. The Corporation and the Town agree to deliver to the
Approval.
without charge, within seven business days after the acceptance by the Corporation
Underwriter, g �
and the Town of this Purchase Contract, a reasonable number of copies of the final Official
Statement
relatingto the Series 1999 Bonds, two of which will be signed on behalf of the
Corporation by
its President and on behalf of the Town by its Finance Director or another duly
authorized officer of the Town acceptable to the Underwriter, which will be determined by such
officer of the Corporation and the Town to be a final Official Statement for
duly authorizedrp
purposes of SEC Rule 15c2-12(b)(3) and (4). Said final Official Statement shall be substantially
the PreliminaryOfficial Statement relating thereto with only such changes therein
in the form of
changes and amendments to the date thereof as have been accepted by the Underwriter. The
t includingthe cover page and the appendices, reports and statements included
Official Statement, p g
is hereinafter referred to as the "Official Statement", except that if the Official Statement
therein,
has been amended between the date thereof and the date upon which the Series 1999 Bonds are
delivered to the Underwriter,the term"Official Statement" shall refer to the Official Statement as so
amended.
The
Corporation and the Town herebyauthorize the distribution and use of copies of the
Official Statement in connection with the public offering and sale of the Series 1999 Bonds.
(c) Representations and Warranties. As of the date of acceptance hereof by the
Corporation and the Town and until the earlier of 25 days after the End of the Underwriting,
or 90 da s after the Closing Date (the "Warranty Period"), the
Period (as defined in (e) below) Y
g
Town represent and a g ree that the statements and information in the Official
Corporation and the p
Statement, excluding,
onlythe information under the headings ["MUNICIPAL BOND INSURANCE"]
and "UNDERWRITING" (collectively, the "Warranted Information"), are and will be, and such
Warranted Information
in the PreliminaryOfficial Statement as of its date was, true, correct and
complete in
all material respects; and such Warranted Information in the Official Statement does not
and will not, and
such Warranted Information in the Preliminary Official Statement as of its date
include anyuntrue statement of a material fact or omit to state any material fact necessary
didnot,in order which they
make such statements and information, in light of the circumstances under
are or were made, not misleading.
(d) Amendments or Supplements. Between the date of this Purchase Contract and the
t Period, the Corporation and the Town: (i) will not adopt or participate in the
end of the Warrantyrp
pp
issuance of any
amendment of or supplement to the Official Statement to which, after having been
furnished with a copy, the Underwriter shall object in writing and (ii) shall promptly notify the
Underwriter of the circumstances and details of any of the following: (1) any event shall occur
Blatin to or which might materially affect the correctness or completeness of any statement
relating g
the Official Statement, (2) event shall occur as a result of which the Officialcontained in any
Statement as then amended or supplemented contains an untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements therein, in the light of the
circumstances
existingat the time the Official Statement is delivered to a purchaser, not misleading,
- 3 -
imimmim. •
•
r
•
•
•
or (3) if the Corporation or the Town is notified that any event described in (1) or (2) has
occurred. If f in the opinion of the Town, the Corporation or the Underwriter, it is necessary to
amend or supplement
the Official Statement to make the Official Statement not misleading in the
light Qbht of the circumstancesexisting at the time it is delivered to a purchaser or potential customer (as
(
defined for purposes of SEC Rule 15c2-12(b)(4)), the Corporation, the Town and the Underwriter
will, at the Town s expense, cooperate with and cause the preparation of a reasonable number of
PP
copies of an
amendment of or supplement to the Official Statement (in form and substance
Underwriter)that will amend or supplement the Official Statement so that it will
satisfactory to the Unde ) p
not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances existing at the time the Official Statement is
potential to a purchaser or customer, not misleading; provided, however, that if such
priorClosing
event shall occur on or to the Date, the Underwriter in its sole discretion shall have
the right to terminate its obligations hereunder by written notice to the Corporation and the Town
and thereafter the Underwriterobligation will be under no obli ation to purchase and pay for the Series 1999
Bonds.
(e) Unless otherwise notified in writing by the Underwriter by the Closing Date, the
Corporation and the Town can assume that the "End of the Underwriting Period" for purposes of
this Purchase Contract
shall be the ClosingDate. In the event such notice is so given in writing by
the Underwriter, the Underwriteragrees
to notifythe Corporation and the Town in writing
following the occurrence of the "End of the Underwriting Period" as defined in Rule 15c2-12.
The "End of the Underwriting
Period" as used in this Purchase Contract shall mean the Closing
to which notice is given by the Underwriter in accordance with the
Date or such later date as
preceding sentence.
4. Public Offering. The Underwriter agrees to make a bona fide public offering of the
r g
offering not in excess of those set forth in Appendix I
Series 1999 Bonds at the offe g prices or yields
interest on the Series 1999 Bonds from their date. The Underwriter reserves
hereto,plus accruedUnderwriter shall
the right,
in its sole discretion, to change such offering prices or yields as the
deem necessary in connection
with the offeringof the Series 1999 Bonds and to offer and sell the
Series 1999 Bonds to certain dealers (including the Underwriter and other dealers depositing the
Series 1999 Bonds into unit investment trusts) and others at prices lower than the initial offering
than the initial yields set forth in the Official Statement. The Underwriter
prices or at yields higher
also reserves the right: (1) to
over-allot or effect transactions that stabilize or maintain the market
price of the Series 1999
Bonds at a level above that which might otherwise prevail in the open
market, and (ii) to discontinue such stabilizing, if commenced, at any time. A "bona fide public
offering" shall include an offering to a representative resentative number of institutional investors or registered
Investment companies,regardless of the number of such investors to which the Series 1999 Bonds
are sold.
Corporation. The undersigned, on behalf of
the Cor
5. Representations and Warranties of p
but not individually, represents and warrants to the Underwriter as follows:
the Corporation, y P
(a) Official Statement. WHILE THE UNDERWRITER HAS PARTICIPA'T'ED AND
WILL PARTICIPATE WITH THE CORPORATION AND THE TOWN IN THE ASSEMBLAGE AND
PREPARATION OF THE PRELIMINARY OFFICIAL STATEMENT AND THE OFFICIAL
- 4 -
STATEMENT, RESPECTIVELY, THE CORPORATION ACKNOWLEDGES AND AGREES THAT
THE CORPORATION AND THE TOWN ARE PRIMARILY RESPONSIBLE FOR THE CONTENT
OF THE PRELIMINARY OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT; to
the best of the knowledge of the undersigned officer of the Corporation, as of its date and
at all times subsequent thereto up to and including the Closing Date, the Official Statement,
insofar as it relates to the Corporation, the Corporation Documents (as defined below) and
the Series 1999 Bonds, will be true, correct and complete in all material respects, and will
not include any untrue statement of a material fact or omit to state any material fact
necessary to make such statements and information, in light of the circumstances under
which they were made,not misleading.
The Corporation hereby approves and authorizes the distribution and use of the
Official Statement (including all amendments and supplements thereto which have been
approved b y the Town and the Corporation) by the Underwriter in connection with the
pp y
public offering and sale of the Series 1999 Bonds.
The Corporation will advise the Underwriter promptly of any proposal to amend or
supplement the Official Statement and will not effect any such amendment or supplement
without the consent of the Underwriter. The Corporation will advise the Underwriter
promptly of the institution of any proceeding known to it by any governmental agency
prohibiting or otherwise affecting the use of the Official Statement in connection with the
offering, sale or distribution of the Series 1999 Bonds.
(b) Existence and Powers. The Corporation is a nonprofit corporation duly
organized and validly existing under the laws of the State of Arizona and has full legal
right, power and authority to (i) enter into, execute and deliver the Lease, the Indenture
and this Purchase Contract and all documents included as exhibits thereto or required
thereunder to be executed and delivered by the Corporation; (ii) approve, execute and
authorize the use and distribution of the Official Statement; (iii) execute, issue and sell the
Series 1999 Bonds as provided in the Authorizing Resolution and this Purchase Contract;
(iv) adopt and approve the Authorizing Resolution; and (v) carry out and consummate all
other transactions contemplated by the Authorizing Resolution, the Official Statement and
the Corporation Documents and all documents included as exhibits thereto or required
thereunder to be executed and delivered by the Corporation. The Corporation has complied
with all applicable provisions of law and has taken all actions required to be taken by it in
connection with the transactions contemplated by the aforesaid documents.
This Purchase Contract, the Authorizing Resolution, the Lease and the Indenture
are collectively referred to herein as the "Corporation Documents."
(c) Due Authorization. The Corporation has duly authorized (i) the execution
and delivery of, and the due performance of its obligations under the Series 1999 Bonds
and the Corporation Documents, and (ii) the taking of any and all actions as may be
required on the part of the Corporation to carry out, give effect to and consummate the
transactions contemplated by the Series 1999 Bonds, the Official Statement and the
Corporation Documents. The Corporation will take any and all actions necessary or
- 5 -
appropriate ro riate to consummate the transactions described in the Series 1999 Bonds, the
Corporation Documents and the Official Statement.
(d) Due Execution and Delivery. This Purchase Contract has been duly
executed and delivered by the Corporation. This Purchase Contract (when executed and
delivered by the other parties hereto) will be the legal, valid and binding obligation of the
Corporation enforceable in accordance with its terms, subject as to enforcement of remedies
to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws in effect
from time to time affecting the rights of creditors generally and to the availability of
equitable relief.
(e) Authorizing Resolution Valid. The Authorizing Resolution authorizing the
issuance of the Series 1999 Bonds and the execution and delivery of the Corporation
Documents and selling the Series 1999 Bonds to the Underwriter has been duly and validly
adopted by the Corporation and is in full force and effect.
(f) Officers and Officials. The officers and officials of the Corporation
executing the Corporation Documents, the Series 1999 Bonds and the Official Statement
and the officers and officials of the Corporation listed on the certificate of the Corporation
to be delivered at the Closing, have been or will have been duly appointed and are or will
be qualified to serve as such officers and officials of the Corporation.
(g)
The Series 1999 Bonds. The form, terms, execution and issuance of the
Series 1999 Bonds have been duly and validly authorized and, when authenticated by the
Bond Registrar and delivered and paid for by the Underwriter on the Closing Date in
accordance with the terms of this Purchase Contract, will (i) have been duly authorized,
executed and issued and (ii) constitute legal, valid and binding special obligations of the
Corporation enforceable in accordance with their terms and entitled to the benefits and
security of the Indenture, subject as to enforcement of remedies to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws in effect from time to time
affecting, rights the ri hts of creditors generally and to the availability of equitable relief. The
Series 1999 Bonds are special obligations of the Corporation, and the principal of and
interest and any premium on the Series 1999 Bonds are payable by the Corporation from
pledged ed Revenues (as that term is defined in the Indenture), except to the extent payable
from BondP roceeds and the investment thereof. The Corporation shall not be obligated to
pay principal the inci al of or interest or any premium on the Series 1999 Bonds except from the
P
pledged ed Revenues and other funds pledged by the Indenture and neither the faith and credit
nor the taxing power of the State of Arizona, the Town nor any other political subdivision
thereof is pledged as security for such payment.
(h) Governmental Approvals. No approval, permit, consent, authorization or
order of any court or any governmental or public agency, authority or person not already
obtained (other than any approvals that may be required under the Blue Sky laws of any
re
jurisdiction) is uired with respect to the Corporation in connection with the issuance and
q
sale of the Series 1999 Bonds or the execution and delivery by the Corporation of, or the
P
erformance bythe Corporation of its obligations under, the Series 1999 Bonds or the
- 6 -
Corporation Documents and the consummation of the transactions contemplated by the
Official Statement.
(i) No Conflicts. The adoption by the Corporation of the Authorizing
Resolution and the execution and delivery by the Corporation of the Series 1999 Bonds,
the Corporation Documents and all other documents executed and delivered by the
Corporation in connection with the issuance of the Series 1999 Bonds and the compliance
by Corporation Co oration with the provisions thereof do not and will not materially conflict with
or result in a material breach or violation of any of the terms or provisions of, or constitute
a default under any resolution, indenture, deed of trust, mortgage commitment, agreement
or other instrument to which the Corporation is a party or by which the Corporation is
bound, or any constitutional provision, existing law, administrative regulation, court order
or consent decree to which the Corporation or its property is subject.
(j) Priority and Parity of the Series 1999 Bonds. The Series 1999 Bonds
constitute Additional Obligations under the Indenture on a parity with the Series 1996
Bonds and the Corporation's Certificates of Participation, Series 1996, representing
interests in a Lease-Purchase Agreement between the Town and Norwest Bank
Arizona, N.A. The Corporation has not granted a lien on or made a pledge of or agreed to
appropriate the Revenues and other moneys receivable under the Indenture, except as
P or permitted ermitted in the Indenture. Between the time of acceptance hereof and the
Closing, the Corporation will not, without the prior written consent of the Underwriter,issue any bonds or securities on a parity with the Series 1999 Bonds issued pursuant to the
Authorizing Resolution.
(k) No Defaults. The Corporation is not now and has never been in default in
thePaY ment of, or otherwise in default with respect to, any obligations which it has issued,
assumed or guaranteed as to payment. The Corporation has no knowledge that any event
has occurred or is continuing that, with the lapse of time or the giving of notice, or both,
would constitute an event of default under any such obligations. No event has occurred or
is continuing that, upon the issuance of the Series 1999 Bonds, would constitute an Event
of Default under the Indenture, Lease or which with the lapse of time or the giving of
notice, or both, would constitute an Event of Default under such documents.
(1) Litigation. There is no action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, governmental agency, public board or body,
q
pendingor, to the best of its knowledge, threatened against or affecting the Corporation
and, to the best of its knowledge, there is no basis therefor, (i) which in any way
questionspowers the p owers of the Corporation referred to in subparagraph (b) above, or the
validity of the proceedings taken by the Corporation in connection with the issuance and sale of the Series 1999 Bonds, or (ii) wherein an unfavorable decision, ruling or finding
would adversely affect the transactions contemplated by the Corporation Documents or the
Official Statement,or would in any way adversely affect the validity or enforceability of the
Series 1999 Bonds or the Corporation Documents (or of any other instrument required or
contemplated for use in consummating the transactions contemplated thereby or hereby or
by the Official Statement) or the exclusion of interest on the Series 1999 Bonds from gross
- 7 -
income for federal income tax purposes as set forth in the Official Statement, or (iii)
contesting in any way the completeness or accuracy of the Preliminary Official Statement or
the Official Statement. Further, there are no lawsuits pending or, to the best of its
knowledge, threatened against the Corporation which question its right to receive and apply
the Revenues as provided in the Indenture, nor lawsuits pending or, to the best of its
knowledge, threatened against the Corporation which, if decided adversely to the
Corporation, would, individually or in the aggregate, have a material adverse effect on the
Revenues to be applied for the payment of the principal of and interest on the Series 1999
Bonds or the financial condition of the Corporation, or impair the Corporation's ability to
comply with all the requirements set forth in the Indenture.
(m) Certificates and Representations. Any certificate signed by an authorized
officer of the Corporation and delivered to the Underwriter shall be deemed a representation
and warranty by the Corporation to the Underwriter as to the statements made therein. The
Corporation covenants that between the date hereof and the Closing Date it will not take any
action that will cause the representations and warranties made herein to be untrue as of the
Closing Date.
(n) Blue Sky. The Corporation will furnish such information, execute such
instruments and take such other action in cooperation with the Underwriter as the
Underwriter may reasonably request, to qualify the Series 1999 Bonds for offer and sale
under the Blue Sky or other securities laws and regulations of such states and other
jurisdictions of the United States of America as the Underwriter may designate.
6. Representations, Warranties and Covenants of the Town. The Town represents,
warrants and covenants to and agrees with the Underwriter as follows:
(a) Official Statement and Use. WHILE THE UNDERWRITER HAS
PARTICIPATED AND WILL PARTICIPATE WITH THE CORPORATION AND THE TOWN IN THE
ASSEMBLAGE AND PREPARATION OF THE PRELIMINARY OFFICIAL STATEMENT AND THE
OFFICIAL STATEMENT, RESPECTIVELY, THE TOWN ACKNOWLEDGES AND AGREES THAT
THE CORPORATION AND THE TOWN ARE PRIMARILY RESPONSIBLE FOR THE CONTENT
OF THE PRELIMINARY OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT; as
of the date of acceptance hereof by the Town, the statements in the Official Statement are,
and at all times subsequent thereto up to and including the date of Closing will be, and such
statements in the Preliminary Official Statement as of its date were, true, correct and
complete in all material respects for the purposes for which their respective uses are or were
authorized; and the Official Statement does not, and the Preliminary Official Statement as of
its date did not, include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in the light of the
circumstances under which they are or were made, not misleading; except that the
foregoing oin does not 1 to information contained under the headings ["MUNICIPAL BOND
g g apply
INSURANCE" and Appendix G] and "UNDERWRITING." The Town shall advise the
Underwriter of any material change and information and, if requested by the Underwriter,
shall amend the Official Statement accordingly.
- g _
The Town hereby authorizes the use of the Town Documents (defined below) and the
Official Statement, including all amendments and supplements thereto, by the Underwriter
in connection with the public offering and sale of the Series 1999 Bonds and hereby
represents that the Underwriter was and is authorized prior to the date hereof to use the
Preliminary Official Statement in connection with the public offering and sale of the Series
1999 Bonds and in connection with the "Blue Sky" qualifications described below.
The Town will advise the Underwriter promptly of the institution of any proceeding known
to it by any governmental agency prohibiting or otherwise affecting the use of the Official
Statement in connection with the offering, sale or distribution of the Series 1999 Bonds.
(b) Existence and Powers. The Town is a municipal corporation duly
organized and validlyexisting under the laws of the State of Arizona and has full legal
g
�
right, power and authority to (i) enter into, execute and deliver and perform its duties
g
under, this Purchase Contract, the Lease, the Indenture, the Town Resolution, the
ContinuingDisclosure Agreement and all documents required thereunder to be executed
g
and delivered by the Town; (ii) approve, execute and authorize the use and distribution of
the Official Statement; (iii) issue and execute the Series 1999 Bonds as provided in the
Town Resolution, the Continuing Disclosure Agreement and this Purchase Contract;
(iv) amake pledge of, create a lien on and grant a security interest in the pledged Excise
p g
Taxes and Net Revenues of the Project (as defined in the Indenture) as required under the
Lease; and (v) carry out and consummate all other transactions contemplated by the Official
Statement, this Purchase Contract, the Town Resolution, the Continuing Disclosure
Agreement, the Indenture and the Lease.
This Purchase Contract, the Town Resolution, the Continuing Disclosure Agreement and
the Lease are collectively referred to herein as the"Town Documents."
The Town has complied with all applicable provisions of law and has taken all actions
required to be taken byit in connection with the transactions contemplated by the aforesaid
q
documents;provided that the Town does not make any representations with respect to any
requirements under the Blue Sky laws of any jurisdiction.
(c) Due Authorization. The Town has duly authorized (i) the execution and
deliveryof, and the dueperformance of its obligations under the Series 1999 Bonds and
.
the Town Documents byresolution passed by the Town Council on May 19, 1999 (the
"Town Resolution"), and (ii) the taking of any and all actions as may be required on the
part of the Town to carryout, give effect to and consummate the transactions contemplated
by the Series 1999 Bonds, the Official Statement and the Town Documents. The Town
will take any and all actions necessary or appropriate to consummate the transactions
described in the Series 1999 Bonds,the Town Documents and the Official Statement.
(d) Due Execution and Delivery. This Purchase Contract has been duly
executed and delivered by the Town. This Purchase Contract (when executed and
delivered by the other parties hereto) is, and as of the Closing Date the Town Documents
will be, legal, valid and binding obligations of the Town enforceable in accordance with
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their terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws in effect from time to time affecting the rights
of creditors generally and to the availability of equitable relief. At or prior to the Closing
Date, Lease and the Continuing Disclosure Agreement shall have been duly authorized,
executed and delivered by the Town.
(e) Town Resolution Valid. The Town Resolution approving the issuance of
the Series 1999 Bonds and the execution and delivery of the Town Documents and
authorizing the sale of the Series 1999 Bonds to the Underwriter has been duly and validly
adopted by the Town and is in full force and effect.
(f) Officers and Officials. The officers and officials of the Town executing the
Town Documents, the Series 1999 Bonds and the Official Statement and the officers and
officials of the Town listed on the certificate of the Town to be delivered on the Closing
Date, have been or will have been duly appointed and are or will be qualified to serve as
such officers and officials of the Town.
(g) Governmental Approvals. No approval, permit, consent, authorization or
order of any court or any governmental or public agency, authority or person not already
obtained (other than any approvals that may be required under the Blue Sky laws of any
jurisdiction) is required with respect to the Town in connection with the issuance and sale
of the Series 1999 Bonds or the execution and delivery by the Town of, or the performance
by the Town of its obligations under, the Town Documents and the consummation of the
transactions contemplated by the Official Statement.
(h) No Conflicts. The adoption by the Town of the Town Resolution and the
execution and delivery by the Town of the Town Documents and all other documents
executed and delivered by the Town in connection with the issuance of the Series 1999
Bonds by the Corporation and the compliance by the Town with the provisions thereof do
not and will not materially conflict with or result in a material breach or violation of any of
the terms or provisions of, or constitute a default under (1) any resolution, ordinance,
indenture, deed of trust, mortgage commitment, agreement or other instrument to which the
Town is a party or by which the Town or its properties, assets, revenues or operations are
bound or subject or (2) any constitutional provision, existing law, administrative
regulation court order or consent decree to which the Town or its properties, assets,
revenues or operations are bound or subject.
(i) No Defaults. As of the time of acceptance hereof and as of the Closing
Date, except as otherwise disclosed in the Official Statement, the Town (1) does not have
any bonds, notes or other long-term obligations other than the Lease which it has issued,
assumed or guaranteed as to payment; (2) is not and will not be in breach of or in default
under any applicable law or administrative regulation of the State or the United States, or
any applicable judgment or decree, or the Town Resolution, or any other trust agreement,
loan agreement, resolution, ordinance, agreement or other instrument to which the Town is
a party or is otherwise subject, the consequence of any of the foregoing of which or the
correction of any of the foregoing of which materially and adversely affects the operations
- 10 -
of the Town as of such dates; and (3) as of such times, except as disclosed in the Official
Statement, the execution and delivery of the Town Documents and compliance with the
provisions of each of such agreements or instruments do not and will not (with the lapse of
time or the giving of notice or both) conflict with or constitute a material breach of or
material default under any applicable law or administrative regulation of the State or the
United States or any applicable judgment or decree or any trust agreement, loan agreement,
resolution, ordinance, agreement or other instrument to which the Town is a party or is
otherwise subject.
(j) Financial Statements. The audited financial statements of the Town
incorporated in Appendix C to the Official Statement and the Preliminary Official Statement
fairly present the financial position and results of operations of the Town at the respective
dates and for the respective periods indicated therein in accordance with generally accepted
accounting princiles ("GAAP"), and have been prepared, to the best of the Town's
P
knowledge, in accordance with GAAP consistently applied throughout the periods
concerned(except as otherwise disclosed in the financial statements).
(k) Litigation. Except as specifically set forth in the Official Statement, there is
no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by
any court, governmental agency,public board or body, pending or, to the best knowledge
of the Town after due investigation, threatened against or affecting the Town and, to the
best of the knowledge of the Town after due investigation, there is no basis therefor,
(i) which in any way questions the powers of the Town referred to in subparagraphs (b),
(c) and (d) above, or the validity of the proceedings taken by the Town in connection with
the issuance and sale of the Series 1999 Bonds and the authorization and delivery of the
Lease, or (ii) wherein an unfavorable decision, ruling or finding would adversely affect the
transactions contemplated bythe Town Documents or the Official Statement, or would in
p
any way adversely affect the validity or enforceability of the Series 1999 Bonds, or the
Town Documents (or of any other instrument required or contemplated for use in
consummating the transactions contemplated thereby or hereby or by the Official Statement)
or the exclusion from gross income for federal income tax purposes of the interest on the
Series 1999 Bonds as set forth in the Official Statement, (iii) seeking to prohibit, restrain
or enjoin the pledge of, lien on or security interest in the Excise Taxes and Net Revenues,
or (iv) contesting in any way the completeness or accuracy of the Preliminary Official
Statement or the Official Statement. Further, there are no lawsuits pending or, to the best
of the knowledge of the Town after due investigation, threatened against the Town which,
if decided adversely to the Town, would, individually or in the aggregate, have a material
adverse effect on the financial condition of the Town, or impair the Town's ability to
comply with all the requirements set forth in the Town Documents and the Official
Statement.
(1) Certificates and Representations. Any certificate signed by an authorized
officer of the Town and delivered to the Underwriter shall be deemed a representation and
warranty by the Town to the Underwriter as to the statements made therein. The Town
covenants that the representations of the Town set forth herein and in the Town Documents
are, and as of the Closing Date will be, true and correct unless modified as provided herein,
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and further covenants that between the date hereof and the Closing Date it will not take any
action that will cause the representations and warranties made herein to be untrue as of the
Closing Date.
(m) Blue Sky. The Town will furnish such information, execute such
instruments and take such other action in cooperation with the Underwriter as the
Underwriter may reasonably request, to qualify the Series 1999 Bonds for offer and sale
under the Blue Sky or other securities laws and regulations of such states and other
jurisdictions of the United States of America as the Underwriter may designate; provided,
however, that the Town will not be required to execute a special or general consent to
service of process or qualify as a foreign corporation in connection with any such
qualification in any jurisdiction.
The Town will advise the Underwriter promptly of receipt by the Town of any notification
with respect to the suspension of the qualification of the Series 1999 Bonds for sale in any
jurisdiction or the initiation or threat of any proceeding for that purpose.
(n) No Adverse Changes. Both at the time of acceptance hereof and at the
Closing Date, and except as otherwise disclosed in the Official Statement, there shall not
have been any material adverse changes since June 30, 1999 (that being the date of the
most recently available audited financial statements of the Town), in the results of
operations or financial condition of the Town, other than changes in the ordinary course of
business or in the normal operation of the Town or as otherwise disclosed in the Official
Statement.
(o) Disclosure of Agreements, Contracts and Restrictions. Except as disclosed
in the Official Statement,the Town is not a party to any contract or agreement or subject to
any restriction, the performance of or compliance with which may have a material adverse
effect on the financial condition, operations or prospects of the Town or ability of the Town
to comply with all the requirements set forth in the Town Resolution and the Lease.
p
(p)
Reports to the Secretary of the Treasury. The Town will prepare and
submit the information reports concerning the Series 1999 Bonds required by
Section 149(e) of the Code and any then existing or proposed regulations thereunder, by
registered mail, return receipt requested, to the Secretary of the Treasury, at or prior to the
Closing.
(q) Continuing Disclosure. The Town is the only "obligated person" (as
defined in SEC Rule 15c2-12(b)(5)) with respect to the Series 1999 Bonds. There have
not been and, as of the Closing Date, there will not have been, any instances in which the
Town failed to comply, in all material respects, with any previous continuing disclosure
agreement made by the Town for purposes of SEC Rule 15c2-12(b)(5).
(r) the Town has submitted to the Arizona Department of Revenue the
information required with respect to previous issuances of bonds and securities pursuant to
Arizona Revised Statutes, § 35-501.B.
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(s) Survivability of Representations. The Town agrees that all representations,
warranties and covenants made by it herein, and in certificates or other instruments
delivered pursuant hereto or in connection herewith, shall be deemed to have been relied
upon bythe Underwriter notwithstanding any investigation heretofore or hereafter made by
p
the Underwriter or on its behalf, and that all representations, warranties and covenants
made by the Town herein and therein and all of the Underwriter's rights hereunder and
thereunder shall survive the offering of the Series 1999 Bonds.
SECTION 7. CLOSING.
The Closing Date shall be June , 1999 or such earlier or later date as we mutually
agree upon. The Closing Time shall be 8:00 a.m. (Arizona time) or such other time of day as we
mutually agree upon on the Closing Date. The Closing shall take place at the offices of Gust
Rosenfeld, P.L.C., 201 N. Central Avenue, Suite 3300, Phoenix, Arizona. On the Closing Date
and at the Closing Time, the Town will deliver or cause to be delivered to the Underwriter the
Series 1999 Bonds in definitive form (all the Series 1999 Bonds to be printed in authorized
denominations as described in the Official Statement and registered in such names as the
Underwriter may request at least five business days prior to the Closing), duly executed and
authenticated, together with the items identified in Section 8 below; provided, however, it is
agreed that the Series 1999 Bonds will be delivered in New York City (or Phoenix, Arizona, in the
event of a F.A.S.T. closing) at a place to be mutually agreed upon.
It is anticipated that CUSIP identification numbers will be printed on the Series 1999
Bonds,but neither the failure to print such numbers on any Bond nor any error with respect thereto
shall constitute cause for a failure or refusal by the Underwriter to accept delivery of the Series
1999 Bonds in accordance with the terms of this Purchase Contract.
Also on the Closing Date and at the Closing Time, the Underwriter will accept delivery of
the Series 1999 Bonds and pay the purchase price of the Series 1999 Bonds (plus accrued interest,
if any) in federal funds to the order of the Corporation (the "Closing").
The Series 1999 Bonds will be made available to the Underwriter in New York City (or
Phoenix, Arizona, in the event of a F.A.S.T. closing), or at such other place as is mutually agreed
upon, for checking and packaging as soon as practicable,but at least one business day prior to the
Closing Date.
SECTION 8. CONDITIONS OF UNDERWRIT'ER'S OBLIGATIONS.
The Underwriter has entered into this Purchase Contract in reliance upon (i) the
representations and warranties and agreements of the Corporation and the Town herein and in
P
reliance upon representations, warranties and agreements to be contained in the documents and
other instruments to be delivered at the Closing, including without imitation, the Continuing
Disclosure Agreement of the Town, and (ii) the performance by the Corporation and the Town of
their obligations hereunder,both as of the date hereof and as of the date of Closing. Accordingly,
the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and
to pay for the Series 1999 Bonds, shall be conditioned upon the performance by the Corporation
- 13 -
and the Town of their obligations to be performed hereunder and under the documents and
instruments at or prior to the Closing, and shall also be subject to the following further conditions:
(a) The representations and warranties of the Corporation and the Town contained herein
shall be true, complete and correct in all material respects at the date hereof and on the Closing
Date, as if made on the Closing Date.
(b) At the Closing Time, (i) the Authorizing Resolution and the Corporation Documents
and the Town Resolution and the Town Documents shall be in full force and effect, and shall not
have been amended, modified or supplemented from the form thereof existing on the date of
execution of this Purchase Contract and delivered to the Underwriter, except as may have been
agreed to in writing by the Underwriter, and (ii) the Corporation and the Town shall perform or
havep erformed all of their obligations required under or specified in the Corporation Documents,
the Town Documents and the Official Statement to be performed at or prior to the Closing Date.
(c) qSubsequent to the date of the Official Statement, there shall not have been any material
adverse change, or any development involving a prospective material adverse change, in or
affectingthe business, financial condition or properties of the Corporation or the Town, which
change or development makes it impractical or inadvisable in the reasonable judgment of the
Underwriter top roceed with the offering or the delivery of the Series 1999 Bonds as contemplated
by the Official Statement and the Town shall have delivered to the Underwriter executed Official
Statements by the time, and in the numbers, required by Section 3(b).
(d) The Underwriter shall have the right to terminate this Agreement by written
notification to the Corporation and the Town if at any time on or prior to the Closing Date, (i) any
event shall have occurred, or any fact or condition shall exist or have existed which, in the
reasonable judgment of the Underwriter, either (1) makes untrue or incorrect in any material
respect as of such time any statement or information contained in the Official Statement or (2)
is
not reflected in the Official Statement but should be reflected therein in order to make the statements
and information contained therein not misleading in any material respect; or (ii) any legislation,
ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body,
department or agency of the State, or a decision by any court of competent jurisdiction within the
p g Y
State shall be rendered which materially adversely affects the market price of the Series 1999
Bonds; or (iii) order, ruling, regulation or official statement by, or on behalf of, the
(iii) a stop
Securities and Exchange Commission or any other governmental agency having jurisdiction of the
g
subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations
of the general character of the Series 1999 Bonds, or the issuance, offering or sale of the Series
1999 Bonds, includingall underlying obligations, as contemplated hereby or by the Official
Statement, is in violation or would be in violation of any provision of the federal securities laws,
including the Securities Act of 1933, as amended (the "Securities Act") and as then in effect, or that
the Authorizing Resolution or the Town Resolution needs to be qualified under the Indenture Act
of 1939, as amended (the "Indenture Act") and as then in effect; or (iv) legislation shall be enacted
by Congress Con ress of the United States of America, or a decision by a court of the United States of
America shall be rendered, to the effect that obligations of the general character of the Series 1999
Bonds, or the Series 1999 Bonds, including all the underlying obligations, are not exempt from
registration under or other requirements of the Securities Act as then in effect, or the Securities
- 14 -
Exchange Act of 1934, as amended and as then in effect, or that the Authorizing Resolution or the
Town Resolution is not exempt from qualification under or other requirements of the Indenture Act
as then in effect or any action shall have been taken by any court or by any governmental authority
suspending the use of the Official Statement or any amendment or supplement thereto, or any
proceeding purpose for that shall have been initiated or threatened in any such court or by any such
authority; or (v) legislation (including any amendment thereto) shall have been passed by or
introduced in either house of the Congress of the United States or recommended to the Congress
for passage by the President of the United States or the United States Department of the Treasury
or the Internal Revenue Service or any member of the United States Congress, or the Arizona
Legislature or a decision shall have been rendered by a court of the United States or of the State or
by the Tax Court of the United States, or a ruling or an official statement (including a press release)
or proposal shall have been made or a regulation shall have been proposed or made by or on behalf
of the Treasury Department of the United States or the Internal Revenue Service or other federal or
Arizona authority, with respect to federal or Arizona taxation upon revenues or other income of the
general character to be derived by the Corporation pursuant to the Authorizing Resolution, or by
the Town pursuant to the Town Resolution, or upon interest on obligations of the general character
of the Series 1999 Bonds, or, with respect to Arizona taxation of the interest on the Series 1999
Bonds as described in the Official Statement, or other action or events shall have transpired which
may have the purpose or effect, directly or indirectly, of changing the federal income tax
consequences or Arizona income tax consequences of any of the transactions contemplated in
connection herewith, or any other action or events shall have occurred which, in the judgment of
the Underwriter, materially adversely affect the market for the Series 1999 Bonds or the market
price generally of obligations of the general character of the Series 1999 Bonds; or (vi) there shall
be in force a general suspension of trading on the New York Stock Exchange or other national
securities exchange, or minimum or maximum prices for trading shall have been fixed and be in
force, or maximum ranges for prices for securities shall have been required and be in force on any
such exchange, whether by virtue of a determination by any such exchange or by order of the
Securities and Exchange Commission or any other governmental authority having jurisdiction, or
the State shall have taken any action, whether administrative, legislative, judicial or otherwise,
which would have, in the judgment of the Underwriter, a material adverse affect on the marketing
or sale of the Series 1999 Bonds; or(vii) there shall have been established any new restrictions on
transactions in securities materially affecting the free market for securities or the extension of credit
by, or the charge to the net capital requirements of, underwriters by any such exchange, the
g P
Securities and Exchange Commission, any other federal or state agency or the Congress of the
United States, or by Executive Order; or (viii) a general banking moratorium shall have been
established by federal, Arizona or New York authorities; or (ix) there shall have occurred any
outbreak or escalations of hostilities or a local, national or international calamity or crisis, financial
or otherwise, the effect of such outbreak, calamity or crisis on the financial markets of the United
States being such as, in the reasonable opinion of the Underwriter, would affect materially or
adversely the ability of the Underwriter to market the Series 1999 Bonds; or (x) there shall have
occurred any downgrading, or any notice shall have been given of (A) any intended or potential
downgrading or (B) any review or possible change that does not indicate the direction of a
possible change, in the rating accorded the Series 1999 Bonds by [Moody's Investors Service,
Inc. ("Moody's") or Standard & Poor's Ratings Services ("S&P");] or (xi) any action, suit or
proceeding described in 6(k) hereof shall have been commenced.
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(e) At or prior to the Closing, the Underwriter shall receive the following documents:
(1) An unqualified approving opinion of Gust Rosenfeld, Bond Counsel, as to
the Series 1999 Bonds, dated the Closing Date and substantially in the form included in the
Official Statement and the supplemental opinion of such counsel substantially in the form
pp p
attached hereto as Exhibit A;
(2) An opinion of the Town Attorney, or an Assistant Town Attorney, dated the
Closing Date and substantially in the form attached hereto as Exhibit B;
(3) A certificate or certificates of the Corporation, dated the Closing, Date,
signed by the President or other authorized officer of the Corporation and in form and
substance satisfactory to Bond Counsel and to the Underwriter, in which such official, to
the best of his knowledge, information and belief, states:
(i) that no litigation is pending or threatened before any judicial,
quasi-judicial or administrative forum (A) to restrain or enjoin the issuance or
delivery of the Series 1999 Bonds, the application of the proceeds thereof, or the
performance by the Corporation of the provisions of the Corporation Documents or
the pledge of, the lien on or the security interest in the Revenues; (B) in any way
contesting or affecting the authority for, or the validity of, the Corporation
Documents, or the application of the proceeds of the Series 1999 Bonds; (C) in any
way contesting the existence or powers of the Corporation; or .(D) if resolved
adversely to the Corporation, would have a material adverse effect upon the
financial condition of the Corporation or its operations;
(ii) that the Official Statement as it relates to the Corporation, the Series
1999 Bonds, and the Corporation Documents is true, correct and complete in all
material respects and does not include any untrue statement of a material fact or omit
to state any material fact necessary to make such statements and information, in
light of the circumstances under which they were made, not misleading;
(iii) that no event affecting, the Corporation or any other event has
occurred since the date of the Official Statement which should be disclosed in the
Official Statement in order to make the statements and information therein not
misleading in any material respect;
(iv) each of the representations and warranties of the Corporation
contained herein are true and correct in all material respects as of the Closing Date;
and
(v) the Corporation has complied with all the terms of this Purchase
Contract and the Corporation Documents to be complied with by it prior to or
concurrently with the Closing;
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(4) A certificate or certificates of the Town, dated the Closing Date, signed by
the Manager or other authorized officer of the Town and in form and substance satisfactory
to Bond Counsel and to the Underwriter, in which such official, to the best of his
knowledge, information and belief, states:
(i) that no litigation is pending or threatened before any judicial,
quasi-judicial or administrative forum (A) to restrain or enjoin the issuance or
delivery of the Series 1999 Bonds, the application of the proceeds thereof, or the
performance by the Town of the provisions of the Town Documents or the pledge
of, the lien on or the security interest in the pledged Excise Taxes and Net
Revenues; (B) in any way contesting or affecting the authority for, or the validity
of, the Town Documents, or the application of the proceeds of the Series 1999
Bonds; (C) in any way contesting the existence or powers of the Town; or (D) if
resolved adversely to the Town, would have a material adverse effect upon the
financial condition of the Town or its operations;
(ii) that the Official Statement is true, correct and complete in all material
respects and the Official Statement does not include any untrue statement of a
material fact or omit to state any material fact necessary to make such statements and
information, in light of the circumstances under which they were- made, not
misleading except that no representation shall be required concerning information
contained under the headings ["MUNICIPAL BOND INSURANCE" and Appendix G]
and"UNDERWRITING";
(iii) that no event affecting the Town or any other event has occurred
since the date of the Official Statement which should be disclosed in the Official
Statement in order to make the statements and information therein not misleading in
any material respect;
(iv) that the audited Financial Statements included as Appendix C to the
Official Statement were true and correct as of June 30, 1998 and are true and
correct as of the date of such certificate, and that any other financial statements and
statistical data included in the Official Statement are true and correct as of the date of
such certificate;
(v) each of the representations and warranties of the Town contained
herein are true and correct in all material respects as of the Closing Date; and
(vi) the Town has complied with all the terms of this Purchase Contract
and the Town Documents to be complied with by it prior to or concurrently with the
Closing;
(5) An opinion, dated the Closing Date and addressed to the Underwriter, of
Chapman and Cutler substantially in the form attached hereto as Exhibit C;
- 17 -
(6) Two copies of the transcript of all proceedings of the Town relating to the
authorization and issuance of the Series 1999 Bonds, certified by appropriate officials of
the Town;
(7) Specimen Series 1999 Bonds;
(8) Two certified copies of the Authorizing Resolution, Town Resolution and
any other ordinances or resolutions of the Town and the Corporation approving and
authorizing the distribution of the Official Statement and authorizing the execution and
delivery of the Series 1999 Bonds and the Town Documents and Corporation Documents;
(9) The items required by the Authorizing Resolution and the Town Resolution
as conditions for issuance of the Series 1999 Bonds;
[(10) A copy of the Bond Insurance Policy of the Insurer as delivered in
accordance with the commitment for that Bond Insurance Policy;]
[(11) An opinion of counsel to the Insurer addressed to the Underwriter as to the
power, existence and authority of the Insurer, the execution, delivery, performance,
validity and enforceability of the Bond Insurance Policy, and such other matters as may be
reasonably requested by Bond Counsel and the Underwriter;]
(12) Written evidence satisfactory to the Underwriter that [Moody's and S&P]
have issued ratings of " " and " ", respectively, on the Series 1999 Bonds
which ratings shall be in effect on the Closing Date;
(13) A certificate of the Corporation, with a supporting certificate of the Town,
in form and substance satisfactory to Bond Counsel, pursuant to the requirements of
Section 148 of the Code (A) setting forth the facts, estimates and circumstances in existence
on the date of the Closing, which establish that it is not expected that the proceeds of the
Series 1999 Bonds will be used in a manner that would cause the Series 1999 Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Code, and (B) stating that the
officer of the Corporation signing such certificate is charged, either alone or with others,
with the responsibility for issuing the Series 1999 Bonds;
(14) A copy of the filing copy of the Information Return Form 8038 for the
Series 1999 Bonds required by Section 149(e) of the Code;
[(15) A certificate of an authorized officer of the Insurer in form and substance
satisfactory to the Underwriter;]
(16) An executed Continuing Disclosure Agreement, dated as of June 1, 1999,
and any certificate of the Town reasonably requested by the Underwriter in connection
therewith;
- 18 -
(17) Written consent of [Cronstrom & Trbovich], independent auditors of the
Town, to inclusion in the Preliminary Official Statement and Official Statement (as
Appendix C thereto) of the audited Financial Statements of the Town for the fiscal year
ended June 30, 1998; and
(18) Such additional certificates, instruments and other documents as the
Underwriter or its counsel may reasonably deem necessary to evidence the truth and
accuracy as of the Closing Time, or prior to such time, of the representations of the
Corporation and the Town and the due performance or satisfaction by the Corporation and
the Town of all agreements then to be performed and all conditions then to be satisfied by
the Corporation and the Town.
If the Corporation and the Town shall be unable to satisfy the conditions contained in this
Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason
permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the
Underwriter nor the Corporation or the Town shall be under further obligation hereunder, except
as further set forth in Section 10 hereof. However, the Underwriter may, in its sole discretion,
waive one or more of the conditions imposed by this Purchase Contract and proceed with the
Closing. Acceptance of the Series 1999 Bonds and payment therefor by the Underwriter shall be
deemed waiver of noncompliance with any of the conditions herein.
SECTION 9. EXPENSES.
The Corporation and the Town shall pay or cause to be paid from the proceeds of the Series
1999 Bonds the expenses incident to the performance of their obligations hereunder, including but
not limited to (a) the cost of printing, engraving, or typewriting and mailing or delivering the
definitive Series 1999 Bonds including any CUSIP Service Bureau charges, the Corporation
Documents and the Town Documents and the Preliminary Official Statement and the final Official
Statement in reasonable quantities and all other documents (other than as set forth in the next
succeeding paragraph) prepared in connection with the transactions contemplated hereby; (b) the
fees and disbursements of the Bond Registrar and the Trustee in connection with the issuance of
the Series 1999 Bonds; (c) the fees and disbursements of Bond Counsel and any other experts or
consultants retained by the Town in connection with the transactions contemplated hereby; (d)
normally occurring reasonable out-of-pocket expenses incurred by the Underwriter; (e) the costs
related to obtaining ratings on the Series 1999 Bonds; [and (f)Bond Insurance Premium.]
The Underwriter shall pay (a) the cost of preparation and printing of any required Blue Sky
and legal investment memoranda to be used by them; (b) the fees and expenses of counsel to the
Underwriter in connection with the qualification of the Series 1999 Bonds for sale under the Blue
Sky or other securities laws and regulations of various jurisdictions; and (c) all other expenses
incurred by it in connection with its public offering and distribution of the Series 1999 Bonds,
including the fees and disbursements of counsel retained by it.
If the obligations of the Underwriter shall be terminated for any reason as permitted by this
Purchase Contract, the Town shall pay all of the various expenses incurred by the Underwriter
prior to the date of termination which expenses are associated with the proposed offering and sale
- 19 -
of the Series 1999 Bonds (including, without limitation, those described in the immediately
preceding paragraph).
SECTION 10. INDEMNIFICATION BY THE TOWN.
(a) Scope of Indemnification. To the extent permitted by law, the Town will indemnify
and hold harmless the Underwriter and each director, trustee, partner, member, officer, official or
employee thereof and each person, if any, who controls the Underwriter within the meaning of the
Securities Act (any such person being herein sometimes called an "Indemnified Party"), against
any and all losses, claims, damages or liabilities, joint or several, (i) to which any such
Indemnified Party may become subject, under any statute or regulation at law or in equity or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact set forth
in the Official Statement, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or
which is necessary to make the statements made therein, in light of the circumstances under which
they were made, not misleading in any material respect, except such indemnification shall not
extend to statements in the Official Statement furnished in writing by the Underwriter nor to the
statements under the headings "UNDERWRITING", ["MUNICIPAL BOND INSURANCE" or
Appendix G], and (ii) to the extent of the aggregate amount paid in any settlement of any litigation
commenced or threatened arising from a claim based upon any such untrue statement or alleged
untrue statement or omission or alleged omission if such settlement is effected with the written
consent of the Town (which consent shall not be unreasonably withheld); and will reimburse any
legal or other expenses reasonably incurred by any such Indemnified Party in connection with
investigating or defending any such loss, claim, damage, liability or action.
The Town shall also reimburse any Indemnified Party, its officers, directors, employees,
members and agents for all reasonable expenses incurred by any of them, including compensation
for witnesses' time and the fees and expenses of separate counsel, in connection with an
Indemnified Party's being compelled to appear as a witness in any action or proceeding resulting
from any untrue statement or alleged untrue statement or omission or alleged omission described in
the first paragraph of this Section 10(a), against the Town or in connection with the Series 1999
Bonds, whether or not the Indemnified Party is named in such action or proceeding.
(b) Procedure. An Indemnified Party shall, promptly after the receipt of notice of a
written threat of the commencement of any action against such Indemnified Party in respect of
which indemnification may be sought against the Town, notify the Town in writing of the
commencement thereof. Failure of the Indemnified Party to give such notice will reduce the
liability of the Town by the amount of damages attributable to the failure of the Indemnified Party
to give such notice to the Town, but the omission to notify the Town of any such action shall not
relieve the Town from any liability that it may have to such Indemnified Party otherwise than under
this Section. In case any such action shall be brought against an Indemnified Party and such
Indemnified Party shall notify the Town of the commencement thereof, the Town may, or if so
requested by such Indemnified Party shall,participate therein or assume the defenses thereof, with
counsel satisfactory to such Indemnified Party and the Town (it being understood that, except as
hereinafter provided, the Town shall not be liable for the expenses of more than one counsel
- 20 -
representing the Indemnified Parties in such action), and after notice from the Town to such
Indemnified Party of an election so to assume the defenses thereof, the Town will not be liable to
such Indemnified Party under this section for any legal or other expenses subsequently incurred by
such Indemnified Party in connection with the defense thereof other than reasonable costs of
investigation;provided, however, that unless and until the Town assumes the defense of any such
action at the request of such Indemnified Party, the Town shall have the right to participate at its
own expense in the defense of any such action. If the Town shall not have employed counsel to
have charge of the defense of any such action or if an Indemnified Party shall have reasonably
concluded that there may be defenses available to it and/or other Indemnified Parties that are
different from or additional to those available to the Town (in which case the Town shall not have
the right to direct the defense of such action on behalf of such Indemnified Party) or to other
Indemnified Parties, legal and other expenses, including the expense of separate counsel, incurred
by such Indemnified Party shall be borne by the Town.
(c) Contribution. In order to provide for just and equitable contribution in circumstances
in which the indemnification provided for in this section is applicable but for any reason is held to
be unavailable to the Underwriter from the Town, the Town, to the extent permitted by law, and
the Underwriter, to the extent permitted by law, shall contribute to the aggregate losses, claims,
damages and liabilities (including any investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims
asserted) to which the Town and the Underwriter may be subject in such proportion as is
appropriate to reflect the relative fault of the Underwriter on the one hand and the Town on the
other hand in connection with the statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions in respect thereof) as well as other equitable considerations. The
relative faults shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Town on the one hand or the Underwriter on the other
hand and the parties' relative intent, knowledge, access to information and opportunity to correct
such statement or omission. No person guilty of fraudulent misrepresentation shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this paragraph, each person, if any, who controls the Underwriter within the meaning
of the Securities Act (a "Controlling Person") shall have the same rights to contribution as the
Underwriter. Any party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this paragraph, notify such party
or parties from whom contribution may be sought, but the omission to so notify such party from
whom contribution may be sought shall not relieve the party or parties from whom contribution
may be sought from any other obligation it or they may have hereunder or otherwise than under
this Section. No party shall be liable for contribution with respect to any action or claim settled
without its consent.
SECTION 11. NOTICE.
Any notice or other communication to be given to the Corporation or the Town, as the case
may be, under this Purchase Contract may be given by delivering the same in writing to the
address set forth on the first page of this Purchase Contract, and any notice or other
- 21 -
communication to be given to the Underwriter under this Purchase Contract may be given by
delivering the same in writing to Peacock, Hislop, Staley & Given, Inc., 2999 N. 44th Street,
Suite 100, Phoenix, Arizona 85018, Attention: B. Mark Reader.
SECTION 12. ENTIRE AGREEMENT.
This Purchase Contract, when executed by the Corporation and the Town, shall constitute
the entire agreement between the Corporation and the Town, and the Underwriter, and is made
solely for the benefit of the Corporation, the Town and the Underwriter (including the successors
or assigns of the Underwriter). No other person shall acquire or have any right hereunder by
virtue hereof. All the representations, warranties and agreements by the Corporation and the
Town, as the case may be, in this Purchase Contract shall remain operative and in full force and
effect, regardless of(a) any investigation made by or on behalf of the Underwriter, (b) delivery of
any payment for the Series 1999 Bonds hereunder, and (c) any termination of this Purchase
Contract.
SECTION 13. NO RECOURSE.
No recourse shall be had for any claim based on this Purchase Contract, or any resolution,
certificate, document or instrument delivered pursuant hereto, against any member, officer or
employee, past, present or future, of the Corporation, the Town or of any successor body, either
directly or through the Corporation or the Town or any such successor body.
SECTION 14. EXECUTION IN COUNTERPARTS.
This Purchase Contract may be executed in any number of counterparts, all of which, taken
together, shall be one and the same instrument, and any parties hereto may execute this Purchase
Contract by signing any such counterpart.
SECTION 15. SEVERABILITY.
The invalidity or unenforceability of any provision hereof as to any one or more
jurisdictions shall not affect the validity or enforceability of the balance of this Purchase Contract as
to such jurisdiction or jurisdictions, or affect in any way such validity or enforceability as to any
other jurisdiction.
SECTION 16. WAIVER OR MODIFICATION.
No waiver or modification of any one or more of the terms and conditions of this Purchase
Contract shall be valid unless in writing and signed by the party or parties making such waiver or
agreeing to such modification.
- 22 -
SECTION 17. STATE OF ARIZONA LAW GOVERNS.
The validity, interpretation and performance of this Purchase Contract shall be governed by
the laws of the State of Arizona.
SECTION 18. NOTICE CONCERNING CANCELLATION OF CONTRACTS.
To the extent applicable by provision of law, the parties acknowledge that this Purchase
Contract is subject to cancellation pursuant to A.R.S. Section 38-511, the provisions of which are
incorporated herein.
SECTION 19. BUSINESS DAY.
Business Day means a day (a) other than a day on which banks located in the State of
Arizona are required or authorized bylaw or executive order to close and (b) on which the New
q
York Stock Exchange is not closed.
[Remainder of this page intentionally left blank.]
- 23 -
If you agree with the foregoing, please sign the enclosed counterpart of this Purchase
Contract and return it to the Underwriter. This Purchase Contract shall become a binding
agreement between you and the Underwriter when at least one counterpart of this Purchase
Contract shall have been signed by or on behalf of each of the parties hereto.
PEACOCK, HISLOP, STALEY & GIVEN, INC.
By:
Senior Vice President
Accepted Arizona time on June
1999
THE TOWN OF ORO VALLEY MUNICIPAL
PROPERTY CORPORATION
By:
President
TOWN OF ORO VALLEY, ARIZONA
By:
Mayor
Attest:
Town Clerk
Approved as to form:
Town Attorney
- 24 -
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
EXCISE TAX REVENUE BONDS, SERIES 1999
Dated: June 1, 1999
MATURITY SCHEDULE
MATURITY INTEREST PRICE OR MATURITY INTEREST PRICE OR
JULY 1 IN AMOUNT RATE YIELD JULY 1 IN AMOUNT RATE YIEI,D
2000 2006
2001 2010
2002 2014
2003 2017
2004 2019
2005 2026
OPTIONAL REDEMPTION
Series 1999 Bonds maturing on or before July 1, , are not subject to optional
redemption prior to maturity. Series 1999 Bonds maturing on or after July 1, , are subject
to optional redemption prior to maturity at the option of the Town, in whole at any time or in part
on July 1, and on any interest payment date thereafter, and in the order designated by the
Town at the redemption price of par plus accrued interest to the date of redemption plus a
redemption premium, expressed as a percentage of the principal amount thereof, if any, as follows:
REDEMPTION DA'Z'ES PREMIUMS
July 1, through June 30, %
July 1, through June 30, %
and thereafter without premium
MANDATORY REDEMPTION (At par plus accrued interest)
[To Come]
APPENDIX I
(to Purchase Contract)
FORM OF SUPPLEMENTAL BOND COUNSEL OPINION
[Letterhead of Gust Rosenfeld]
[Closing Date]
Peacock, Hislop, Staley & Given
Phoenix, Arizona
Re: Town of Oro Valley Municipal Property Corporation
Improvement and Refunding Bonds, Series 1999
Ladies and Gentlemen:
Pursuant to a Purchase Contract dated June , 1999 (the "Purchase Contract")
between the Town of Oro Valley.Municipal Property Corporation (the "Corporation"),the Town of
Oro Valley, Arizona (the "Town") and Peacock, Hislop, Staley & Given, Inc., as Underwriter,
we have delivered to you our approving opinion of even date herewith relating to $
aggregate principal amount of the Corporation's Excise Tax Revenue Bonds, Series 1999. All
terms used herein shall have the same meaning assigned in the Purchase Contract.
We hereby supplement the aforesaid approving opinion and further advise you as follows:
1. The information contained in the Official Statement under the headings
"Introductory Statement," "The Series 1999 Bonds," "Security for and Sources of Payment
of the Series 1999 Bonds," "Tax Exemption," "Original Issue Discount," "Continuing
Secondary Market Disclosure," "Appendix E Form of Bond Counsel Opinion" and
"Appendix F Form of Continuing Disclosure Certificate" is correct in all material
respects and is an accurate summary of the information which it purports to summarize. In
connection with our participation in the transaction as bond counsel, we have had no part in
the preparation of the information appearing in the Official Statement with respect to the
Town. In connection with our participation in connection with the Official Statement, we
have not undertaken to determine independently the accuracy, completeness or fairness of
the statements contained therein and the knowledge available to us is such that we are
unable to assume, and do not assume, any responsibility for the accuracy, completeness or
fairness of the information contained therein. However, on the basis of our participation as
bond counsel in the transaction, nothing has come to our attention to lead us to believe that
the Official Statement (except for the financial statements and notes thereto and the
schedules and other financial or statistical data included therein, as to which we express no
opinion) contains any untrue statement of a material fact or omits to state a material fact
EXHIBIT A
(to Purchase Contract)
necessary in order to make the statements therein,in light of the circumstances under which
they were made, not misleading.
2. The Corporation is duly organized and validly existing as a nonprofit
corporation under the laws of the State of Arizona, and has all requisite power and
authority thereunder(a) to adopt the Authorizing Resolution and to enter into and perform
its covenants and agreements under the Authorizing Resolution, the Purchase Contract, the
Lease, the Series 1999 Bonds and the Indenture; (b) to execute, approve and authorize the
use and distribution of, the Preliminary Official Statement and the Official Statement; and
(c) to carry out and consummate all other transactions contemplated by the Official
Statement, the Authorizing Resolution; the Purchase Contract, the Lease, the Series 1999
Bonds and the Indenture. The Corporation has complied with all applicable provisions of
law and has taken all actions required to be taken by it to the date hereof in connection with
the transactions contemplated by the aforesaid documents.
3. The Corporation has duly authorized (a) the Authorizing Resolution and the
due performance of its obligations under the Authorizing Resolution; (b) the execution and
delivery of, and the due performance of its obligations under the Purchase Contract, the
Lease, the Series 1999 Bonds, the Indenture; and (c) the taking of any and all actions as
may be required on the part of the Corporation to carry out, give effect to and consummate
the transactions contemplated by such documents and the Official Statement.
4. The Purchase Contract, the Lease and the Indenture have been duly
authorized, executed and delivered by the Corporation and, assuming due and valid
authorization, execution and delivery by the other parties thereto, each constitutes a legal,
valid and binding obligation of the Corporation enforceable in accordance with its
respective terms, subject to the qualification that the enforcement thereof may be limited by
laws relating to bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights and except that the availability of equitable remedies is subject to
the discretion of the court before which any proceedings may be brought and further
subject to the qualification that the enforcement of the indemnification provisions of the
Purchase Contract may be limited by federal or state securities laws.
5. The adoption of the Authorizing Resolution and the execution and delivery
by the Corporation of the Series 1999 Bonds, the Purchase Contract, the Indenture and the
Lease do not and will not materially conflict with or result in a material breach or violation
of any of the terms or provisions of, or constitute a default under any resolution, indenture,
deed of trust, mortgage commitment, agreement or other instrument to which the
Corporation is a party or by which the Corporation is bound, or any constitutional
provision, existing law, administrative regulation, court order or consent decree to which
the Corporation or its property is subject.
A-2
6. It is not necessary in connection with the issuance and sale of the Series
1999 Bonds to thep ublic to register the Series 1999 Bonds under the Securities Act of
1933, as amended, or to qualify the Indenture under the Indenture Act of 1939, as
amended.
Respectfully submitted,
A-3
FORM OF OPINION OF TOWN ATTORNEY
[Letterhead of Town Attorney]
[Closing Date]
Peacock, Hislop, Staley & Given
Phoenix, Arizona
Gust Rosenfeld, P.L.C.
Phoenix, Arizona
Re: Town of Oro Valley Municipal Property Corporation
Excise Tax Revenue Bonds, Series 1999
Ladies and Gentlemen:
I am the Town Attorney to the Town of Oro Valley, Arizona (the "Town") and acted in that
capacity in connection with the execution and delivery of a First Amendment to Lease-Purchase
p y
Agreement dated as of June 1, 1999 by and among the Town, the Town of Oro Valley Municipal
g
Property Corporation (the "Corporation") and Norwest Bank Arizona, N.A., as trustee. You
have requested my opinion about certain matters pursuant to Paragraph 8(e)(3) of the Purchase
Contract among the Town, the Corporation and Peacock, Hislop, Staley & Given, Inc., dated
June , 1999. Capitalized terms used and not otherwise defined in this letter shall have the
meanings ascribed to them in the Town Documents and the Corporation Documents (collectively,
the "Documents").
1. For purposes of this opinion, I have examined such questions of law and fact as I
have deemed necessary or appropriate and have examined the following documents:
(a) The Town Documents;
(b) The Corporation Documents; and
(c) Appropriate actions of the Mayor and Council of the Town adopted
May 19, 1999 authorizing the execution and delivery of the Town Documents.
Based upon the foregoing, and subject to the qualifications set forth below, it is my opinion
that:
EXHIBIT B
(to Purchase Contract)
1. The Corporation has the requisite power and authority to carry out the terms
and conditions applicable to it under the Corporation Documents. The execution, delivery,
and performance of the Corporation Documents by the Corporation have been duly
authorized by all requisite action on the part of the Board of Directors of the Corporation
and Mayor and Council and the Corporation Documents have been duly executed and
delivered by the Corporation and the Town Documents have been duly executed and
delivered by the Town.
2. I have no knowledge of any pending litigation or other legal proceeding
against the Town concerning the Town Documents of the transactions contemplated
therein.
3. The execution and delivery of the Town Documents and the Corporation
Documents will not conflict with or result in a violation of any applicable law or rule
affecting the Town or the Corporation, respectively.
4. No consent, approval, authorization, or other action by, or filing with, any
federal, state, or local governmental authority is required in connection with the execution
and delivery by the Corporation or the Town of the Town Documents or the Corporation
Documents, respectively.
5. Based solely upon my knowledge after inquiry of the officers of the
Corporation, the execution and delivery of the Corporation Documents and consummation
of the purchase of assets by the Corporation will not conflict with or result in a violation of
any judgment, order, or decree of any court or governmental agency to which the
Corporation is party or by which it is bound.
In rendering the foregoing opinions I have assumed:
(i) The genuiness of the signatures not witnessed, the authenticity of
documents submitted as originals, and the conformity to originals of documents submitted
as copies;
(ii) The legal capacity of all natural persons executing the Town Documents;
and
(iii) That the Documents accurately describe and contain the mutual
understanding of the parties, and that there are not oral written statements or agreements
that modify, amend, or vary, or purport to modify, amend, or vary, any of the terms of the
Documents.
The opinions set forth above are subject to the following qualifications and limitations:
(a) The enforceability of the Documents may be subject to or limited by bankruptcy,
insolvency, reorganization, arrangement, or moratorium, or other similar laws relating to or
affecting the rights of creditors generally;
B-2
(b) The enforceability of the Documents is subject to general principles of equity; and
(c) The enforceability of the Documents is further subject to the qualification that certain
waivers, procedures, remedies, and other provisions of the Documents may be unenforceable
under or limited by the law of the State of Arizona; however, such law does not, in my opinion,
substantially prevent the practical realization of the benefits intended by the Documents.
I am qualified to practice law in the State of Arizona, and I do not purport to be an expert
on, or to express any opinion concerning, any law other than the law of the State of Arizona and
applicable federal law.
The opinions expressed in this letter are based upon the law in effect on the date hereof,
and I assume no obligation to revise or supplement this opinion should such law be changed by
legislative action,judicial decision, or otherwise.
This opinion is being furnished to you solely for your benefit. Accordingly, it may not be
relied upon by or quoted to any person or entity without, in each instance, my prior written
consent.
Yours very truly,
Dan L. Dudley
Town Attorney
B-3
FORM OF OPINION OF UNDERWRITER'S COUNSEL
[Letterhead of Chapman and Cutler]
[Closing Date]
To: Peacock, Hislop, Staley & Given
Phoenix, Arizona
Re: Town of Oro Valley Municipal Property Corporation
Excise Tax Revenue Bonds, Series 1999
This opinion is rendered pursuant to the Purchase Contract dated June , 1999 (the
"Purchase Contract") among you, the Town of Oro Valley Municipal Property Corporation (the
"Corporation") and the Town of Oro Valley, Arizona(the "Town"),relating to your purchase from
the Corporation of its $ Excise Tax Revenue Bonds, Series 1999, dated as of June 1,
1999 (the "Series 1999 Bonds"). We have acted as your counsel in connection with your purchase
of the Series 1999 Bonds pursuant to the Purchase Contract.
We have examined (a) executed counterparts of the (i) Purchase Contract, (ii) Resolution
No. , adopted by the Corporation on May 19, 1999 (the "Authorizing Resolution"),
(iii) Resolution No. , passed by the Mayor and Council of the Town on May 19, 1999 (the
"Town Resolution") and (iv) the Indenture between the Corporation and Norwest Bank
Arizona, N.A., as trustee, dated as of April 1, 1996, as supplemented by the First Supplement to
Trust Indenture dated as of June 1, 1999 (as so supplemented, the "Indenture"), (b) the Official
Statement, dated June , 1999 relating to the Series 1999 Bonds (the "Official Statement"),
and (c) the Securities Act of 1933, as amended (the "1933 Act"), the Indenture Act of 1939, as
amended (the "1939 Act"), and the rules, regulations and interpretations under those Acts. We
also have examined originals or copies, certified or otherwise identified to our satisfaction, of such
other documents, resolutions, instruments, records, certificates and opinions, have reviewed other
laws and information and have made investigations, as we have considered necessary or
appropriate for the purpose of rendering this opinion.
Based on that examination and review, we are of the opinion that, under existing law, it is
not necessary in connection with the sale of the Series 1999 Bonds to the public to register the
Series 1999 Bonds under the 1933 Act or to qualify the Indenture under the 1939 Act. In
accordance with our understanding with you, for purposes of this opinion, we have relied on the
opinion dated as of this date of Gust Rosenfeld, P.L.C., as bond counsel, as to the validity of the
Series 1999 Bonds and the exclusion from gross income for federal income tax purposes and other
tax treatments of the interest on the Series 1999 Bonds.
EXHIBIT C
(to Purchase Contract)
In further accordance with our understanding with you, we have rendered legal advice and
certain assistance to you in the course of your investigations pertaining to, and your participation in
the preparation of, the Official Statement. That assistance involved, among other things, our
review of the documents described above, and our participation in discussions with your
representatives and representatives of the Town, Gust Rosenfeld, P.L.C., the Town's Bond
Counsel, consulting engineers and others concerning the contents of the.Official Statement and
related matters. We are not passing upon, and do not assume responsibility for, the accuracy,
completeness or fairness of the contents of the Official Statement. However, we can advise, in our
capacity as counsel to you and on the basis of the information that has come to our attention during
our review of the documents and our participation in discussions described above, and in reliance
upon the opinions referred to above and on the certificates, opinions and documents we reviewed
in the course of our performance of the services referred to above and without having undertaken
to verify independently the accuracy, completeness or fairness thereof or of the contents of the
Official Statement, nothing has come to our attention which leads us to believe that the Official
Statement (excluding, those portions noted in the following sentence), at its date or as of this date,
contained or contains any untrue statement of a material fact or omitted or omits to state any
material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. In accordance with our understanding with you,
reference in this paragraph to the Official Statement does not include (a) Appendix C,
[(b) information with respect to MBIA Insurance Corporation] and (c) any other financial,
technical or statistical data included in the Official Statement or its Appendices, as to all of which
we do not so advise.
We have reviewed the opinions delivered to you on and dated as of this date pursuant to the
Purchase Contract by Gust Rosenfeld, P.L.C., as bond counsel, the Town Attorney[, and counsel
to the Insurer.] We believe those opinions are substantially in the forms required by the Purchase
Contract.
This opinion and advice is being rendered to you solely for your benefit and may not be
relied on by any other person or entity.
Respectfully submitted,
C-2