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HomeMy WebLinkAboutMunicipal Property Corporation - Resolutions (6) RESOLUTION NO: (R)99 53 RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE FIRST AMENDMENT TO LEASE-PURCHASE AGREEMENT, A FACILITIES LEASE, A CONTINUING DISCLOSURE AGREEMENT, AN AGENCY AGREEMENT, A DEPOSITORY TRUST AGREEMENT AND A PRELIMINARY OFFICIAL STATEMENT; APPROVING THE EXECUTION OF A FIRST SUPPLEMENT TO TRUST INDENTURE;• AUTHORIZING THE PREPARATION AND APPROVAL OF A FINAL OFFICIAL STATEMENT; APPROVING THE ISSUANCE OF NOT TO EXCEED $5,000,000 TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION EXCISE TAX REVENUE BONDS, SERIES 1999, SECURED BY RENTAL PAYMENTS MADE PURSUANT TO THE LEASE-PURCHASE AGREEMENT BETWEEN THE TOWN OF ORO VALLEY, ARIZONA AND THE TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION, AS AMENDED BY THE FIRST AMENDMENT THERETO; APPROVING THE PLEDGE OF EXCISE TAXES AND NET REVENUES OF THE WATER SYSTEMS AS SECURITY FOR THE RENTAL PAYMENTS; 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 TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; DELEGATING CERTAIN DUTIES; AND DECLARING AN EMERGENCY WHEREAS,the Town of Oro Valley, Arizona(the "Town")believes it is in the best interests of the Town to lease, as lessee, the Leased Property, as herein defined; and WHEREAS, the Town desires and deems it necessary to: (1) enter into a First Amendment to the Lease-Purchase Agreement between the Town and the Town of Oro Valley Municipal Property Corporation(the "Corporation") dated as of April 1, 1996 (the "Lease-Purchase Agreement") in p � order to lease the Leased Property (as herein defined) from the Corporation; and (2)approve the sale by the Corporation of its Series 1999 Bonds (as herein defined), secured by rental payments made pursuant to the terms of the Lease-Purchase Agreement, as amended by the first amendment to Lease-Purchase Agreement (the "First Amendment") which First Amendment will be assigned to Norwest Bank of Arizona, N.A. as trustee, (the "Trustee") pursuant to the First Supplement to Trust Indenture, by and between the Trustee and the Corporation (the "First Supplement"); and WHEREAS, a purchase contract will be negotiated by and among the Corporation, the Town and Peacock, Hislop, Staley&Given, Inc. (the "Series 1999 Purchase Agreement"), contains final terms andp rovisions relative to the sale of the Series 1999 Bonds in accordance with the conditions and parameters set forth herein; and WHEREAS, there have been placed on file with the Town and presented to the Town Clerk at this meeting the forms, containing substantially the final terms and provisions of the following documents: (i)the First Amendment; (ii) the First Supplement; (iii) a Continuing Disclosure Agreement; (iv) an Agency Agreement; (v) a Depository Trust Agreement, (vi)Facilities Lease; and (vii)a g preliminaryofficial statement (the "Preliminary Official Statement") pertaining to the Series 1999 Bonds; and NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF ORO VALLEY,ARIZONA,THAT: FHR:rwr 301400.07 5/5/1999 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 Planningand Zoning Division,the Building Safety Division and the Department of Dep � 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, 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. "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. -2- FHR:rwr 301400.07 5/5/1999 "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 Project" means the acquisition of the Rancho Vistoso Water Company and S q the Water Co. with the proceeds of the Series 1996 Bonds. "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 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 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 between 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 pursuant to 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. -3- FHR:rva 301400.07 5/5/1999 w ' "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 an outstandingamount of$767,368.49 (as of June 1, 1999)payable in monthly installments at an interest rate of 5.30%per annum. Section 2. The Mayor and Council find and determine that the financing of the costs of acquisition, improving and equipping the Series 1999 Project pursuant to the terms of the First provg t the ContinuingDisclosure Agreement, the First Supplement, the Facilities Lease, the Amendment,Agency Y A eement, the Depository Trust Agreement and the Preliminary Official Statement is in �' purposes rp of the u oses of the Town and in the public interest and that the financing thereof through the issuance and the sale of the Corporation's Series 1999 Bonds will enhance the standard of living within the Town. Section 3. The Town hereby approves the sale, issuance and delivery of the Series Corporation.Bonds bythe Co oration. The Series 1999 Bonds shall be issued in the aggregate principal amount of not to exceed $5,000,000. The Series 1999 Bonds shall be in the denomination of$5,000 or anyintegralmultiples multi les thereof, shall be dated such date as set forth in the Series 1999 Purchase Agreement and shall bear interest from such date payable on January 1 and July 1 of each year, commencingJanuary 1, 2000 and shall be fully registered Bonds without coupons initially issued in book-entry as provided rovided in the Trust Indenture. The Finance Director is authorized to sign a letter of Depository representationrelatingto the De ository Trust Company's book-entry program and any contract required to implement such book-entry program. The Bonds shall bear interest at rates per annum which shall not p o in not to exceed thirtyears from the date of the exceed 7.5/o per annum, and shall mature on July 1 Y Bonds. It shall be a condition to the sale and delivery of the Bonds 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 First Supplement and the same are hereby approved. The Manager and Finance Director are hereby authorized and directed to assist the Corporation in order to cause the Series 1999 Bonds to be delivered to or upon the order of the original Series 1999 Purchaser(as defined herein) upon receipt of payment therefor. Section 4. If the terms and conditions of the Series 1999 Purchase Agreement meet the terms and conditions for the Bonds set forth herein, 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 and the offer of the Original Series 1999 Purchaser to purchase the Series 1999 Bonds as set forth in the Series 1999 Purchase Agreement is approved and 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 5. The form, terms and provisions of the First Amendment, the Continuing Disclosure Agreement, the First Supplement,the Facilities Lease, the Agency Agreement, the Depository Trust Agreement and the Preliminary Official Statement, (including the exhibits thereto) in the terms presented at the meeting at which this Resolution was adopted are hereby approved, with such insertions, omissions and changes as shall be approved by the Mayor, Vice Mayor, Manager or Finance Director, the execution of such documents being conclusive evidence of such approval. The Mayor, Vice Mayor, Manager, Finance Director or Town Clerk are hereby authorized and directed to execute and deliver the -4- FHR:rwr 301400.07 5/5/1999 First Amendment, the Continuing Disclosure Agreement, the Facilities Lease, the Depository Trust Agreement, the First Supplement and the final Official Statement (as hereafter defined) and such other documents and instruments as are necessary to complete the transactions contemplated by the Lease, the First Amendment, the Trust Indenture, the First Supplement, the Continuing Disclosure Agreement, the Official Statement, the Depository Trust Agreement and the Series 1999 Purchase Agreement. Section 6. Thep reparation of the Preliminary Official Statement by the Town and Corporation, is herebyratified and approved and the Finance Director is authorized to deem such the Corp � _ PreliminaryOfficial Statement "final" for all purposes of Section 240.15c2-12, General Rules and Regulations, Securities Exchange Act of 1934 (the "Rule"), and its distribution by the Town and Corporation is herebyratified and approved. The Town and the Corporation are hereby authorized and directed to cause a 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 Bonds upon initial issuance. The Mayor, Manager or Finance Director are authorized to deem the Official Statement "final" for allp �u oses of the Rule and to approve, execute and deliver the Official Statement on behalf of the Corporation and the Town and such execution shall be deemed conclusive evidence of approval of the Official Statement. Section 7. The Town hereby acknowledges that it is the "obligated person" (as defined in the Rule) and agrees to comply with the requirements of the Rule as set forth in the ContinuingDisclosure Agreement. The Finance Director and other employees, agents and contractors of � the Town are authorized to comply with the terms and provisions of the Continuing Disclosure Agreement. The Continuing Disclosure Agreement shall be for the benefit of the beneficial holders of the Series 1999 Bonds. To the extent now or hereafter permitted by law, the cost of compliance with the Rule and other terms and provisions of the Continuing Disclosure Agreement shall be paid from Town water revenues. Section 8. The Town hereby requests the Corporation to take any and all actions necessary to cause the issuance, sale and delivery of the Series 1999 Bonds. Norwest Bank Arizona, N.A. shall continue as the Trustee, paying agent and registrar and is hereby approved to serve in such capacities. The Town hereby requests the Corporation and the Trustee to take any and all action necessary in connection with the execution and delivery of the First Amendment, the First Supplement, the Series 1999 Purchase Agreement, the Agency Agreement, the Facilities Lease, the Depository Trust Agreement and the Continuing Disclosure Agreement. Section 9. For the payment of the principal of, premium, if any, and interest on the Series 1999 Bonds and any other amounts due under the Lease, as amended by the First Amendment or Trust Indenture as supplemented by the First Supplement, the Town shall pay and transfer to the Trustee the Rental Payments provided for in the Lease, as amended by the First Amendment, and the other amounts required to be paid by the Town pursuant to the provisions of the Lease. In addition to other security provided for in the Trust Indenture, to secure the payment of the Rental Payments provided for in the Lease and the other amounts required to be paid by the Town pursuant to the provisions of the Lease, the Town hereby agrees to (i) establish a separate and special required bythe Lease; (ii) a 1 Net Revenues (as "Oro Valley Lease-Purchase Obligation Fund" as requir apply defined in the Lease) of the System in the manner and priority established in the Lease; and (iii)pledge the Net Revenues of the System, subject to annual appropriation, to the payment of all Rental Payments due under the Lease except to that portion of such Rental Payments allocated to the Development Services Building,which shall be paid from Excise Taxes. -5- FHR:rvvr 301400.07 5/5/1999 • In addition to other security provided for in the Trust Indenture, as supplemented by the First Supplement, and notwithstandingthe pledge of Net Revenues or any nonappropriation of such Net Revenues, the Town herebyabsolutelyand unconditionally pledges, on a first lien basis, the Town's Excise Taxes (as defined in the Lease) as security for the payment of all Rental Payments due under the Lease. Further, the Town agrees: (i)not to grant any lien or pledge of or upon Excise Taxes superior to the lien herebycreated to secure the rental payments due under the Lease; (ii) to establish a separate and "Oro ValleyExcise Tax Fund" to which all Excise Taxes shall be deposited and thereafter such special fund shall contain only Excise Taxes; and (iii) to apply Excise Taxes in the manner and priority established in the Lease. The obligation to make Rental Payments will not constitute an obligation of the Town for which the Town is obligated to levy or pledge any form of ad valorem taxation nor does the to make rental payments under the Lease constitute an indebtedness of the Town or of the obligation Stat e of Arizona or anyof its political subdivisions within the meaning of the Constitution of the State of Arizona or otherwise. Section 10. The Town agrees to be bound by the terms and provisions of the Lease, Sections 6.04(a) and 11.17 of the Trust Indenture, the Continuing Disclosure Agreement and the Series 1999 Purchase Agreement. The Town further covenants that it will do all things necessary to assist the Corporation and the Trustee in the issuance and delivery of the Series 1999 Bonds. Section 11. The Town further covenants and agrees that after any of the Series 1999 Bonds are delivered by the Trustee to the Original Series 1999 Purchaser thereof upon receipt of payment ment 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 12. The Finance Director is authorized to aid the Corporation in acquiring for the Series 1999 Bonds a financial guaranty insurance policy and to pay the Initial Insurance Premium (as defined in the Trust Indenture). The Finance Director may expend or be reimbursed from Series 1999 BondP roceeds the amount required to purchase bond insurance or other credit enhancements for all orP art of the Series 1999 Bonds. The Finance Director and the Trustee are authorized and directed to payor cause to be paid such premiums, fees or costs, together with all other fees, costs and expenses of issuance, from Series 1999 Bond proceeds. The Finance Director is authorized to make such changes to the First Amendment, First Supplement and other agreements as may be requested by any provider of credit enhancement or the rating agencies if such changes are determined by the Finance Director to be in the best interests of the Town and the Corporation. Section 13. From the proceeds of the Series 1999 Bonds there shall be deposited with the Trustee under the Depository Trust Agreement an amount which when added to the proceeds of the Oro Valley Fund will be sufficient to refund and redeem the Series 1992 Bonds and pay the initial fees and costs of the Depository Trustee. The amount to be so deposited shall be determined by the Original Series 1999 Purchaser and verified by a verification agent to be employed by the Corporation andP aid from the proceeds therefrom also to be transferred to the Depository Trustee to complete the refunding and eventual redeeming of the Series 1992 Bonds. All then unmatured Series 1992 Bonds maturing on or after January 1, 2004, which are subject to prior redemption are hereby ordered to be called for redemption on January 1, 2003,in accordance with the Notice of Redemption attached to the Depository Trust Agreement. All officers, agents, employees and attorneys of the Town shall take all actions and do all things necessary to complete the refunding and eventual redemption of the Series 1992 Bonds. -6- FHR:rwr 301400.07 5/5/1999 Upon the issuance of the Series 1999 Bonds and the deposit with the Depository Trustee of amounts sufficient to refund and eventually redeem the Series 1992 Bonds the Superintendent of Streets of the Town is ordered and directed to cause the special assessments securing the Series 1992 Bonds to be satisfied and fully and finally released. Upon such release,the unamortized share of any p special assessment aid in cash prior to issuance to the issuance of the Series 1992 Bonds shall be p returned to the person who made such payment. Section 14. 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. p � 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 15. All actions of the officers and agents 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 contemplatedby this resolution and the acquisition of the System whether heretofore or hereafter taken are hereby ratified, confirmed and approved. The proper officers and agents of the Town are hereby authorized and directed to do all such acts and things and to execute and deliver all such documents on behalf of the Town as may be necessary to carry out the terms and intent of this resolution. Section 16. This resolution shall be in full force and effect from and after its passage and approval by this Council. 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 17. The immediate operation of the provisions of this resolution is necessary for thep reservation of the public peace, health, life and property of the Town of Oro Valley, an emergency is hereby declared to exist,to wit: the sellers of the System will not hold their offers to sell at g Y the agreed upon prices, and this resolution shall be in full force and effect from and after its passage, adoption and approval by the Mayor and Council of the Town of Oro Valley, and it is hereby exempt from the referendum provisions of the Constitution and laws of the State of Arizona. PASSED,ADOPTED AND APPROVED on May 19, 1999. ATTEST: Mayor,Town of Oro Valley, Arizona Clerk, T of Oro Valley, Arizona APPROVED AS TO FORM: GU " ' • ' ELD: 5-A Q. 41' Bond Counsel -7- FHR:rwr 301400.07 5/5/1999 • CERTIFICATION appointed and acting Town Clerk of the Town of Oro Valley, I,Kathy Cuvelier,the duly pp the Town Arizona, do hereby certify that the above and foregoing Resolution was duly passed by at a Council of the Town of Oro Valley, Arizona, regular meeting held on May 19, 1999, and the vote ' that the Mayor and Council Members were present thereat. was 4 aye's and 1 nay's and y 4 DATED: May 24, 1999 Clerk, own of Oro Valley,Arizona FHR:rwr 301400.07 5/5/1999