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HomeMy WebLinkAboutMunicipal Property Corporation - Resolutions (8) �l RESOLUTION NO. (R) MPC96-04 RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE-PURCHASE AGREEMENT RELATIVE TO THE LEASE OF ONE OR MORE DOMESTIC WATER SYSTEMS WITH AN OPTION TO PURCHASE, A TRUST INDENTURE, A CONTINUING DISCLOSURE AGREEMENT, A PURCHASE CONTRACT AND A PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING THE PREPARATION AND APPROVAL OF A FINAL OFFICIAL STATEMENT; APPROVING THE ISSUANCE OF$28,400,000 TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION MUNICIPAL WATER SYSTEM ACQUISITION BONDS, SERIES 1996, 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, SAID LEASE-PURCHASE AGREEMENT TO BE ASSIGNED TO A TRUSTEE; ACCEPTING THE PLEDGE OF EXCISE TAXES AND NET REVENUES OF THE WATER SYSTEMS AS SECURITY FOR THE RENTAL PAYMENTS; RATIFYING THE ESTABLISHMENT OF ESCROW ACCOUNTS FOR PURPOSES OF CLOSING THE WATER COMPANY ACQUISITION TRANSACTIONS CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT BETWEEN THE CORPORATION AND CANADA HILLS WATER COMPANY LIMITED PARTNERSHIP, DATED FEBRUARY 6, 1996 AND THE ASSET PURCHASE AGREEMENT BETWEEN THE CORPORATION AND RANCHO VISTOSO WATER COMPANY, DATED FEBRUARY 22, 1996; 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") and The Town of Oro Valley Municipal Property Corporation (the "Corporation") believe it is in the best interests of the Town to lease as lessee one or more domestic water systems now serving customers both within and without the Town, such systems commonly known as the Canada Hills Water Company and the Vistoso Water Company System (collectively, the "System"), said lease to preserve to the Town the option to purchase the System; and WHEREAS, on February 6, 1996, February 16, 1996 and February 21, 1996, the Corporation adopted resolutions, which collectively, among other things, approved the issuance of not to exceed $29,000,000 of Town of Oro Valley Municipal Property Corporation Municipal Water Systems Acquisition Bonds, Series 1996 (the "Bonds"), and approved the documents related thereto, including two Asset Purchase Agreements between the Corporation and the Canada Hills Water Company Limited Partnership in the case of the acquisition of the Canada Hills Water Company and the Rancho Vistoso Water Company in the case of the acquisition of the Rancho Vistoso Water Company; and WHEREAS, the Town has advised the Corporation that it is impracticable for the Town to issue bonds as provided by A.R.S. § 9-512 to purchase the System; and SWR:gmh 130108.1 3/6/96 WHEREAS, the Corporation desires and deems it necessary to: (1) enter into a Lease-Purchase Agreement (the "Lease") to allow for the Town's use, possession and eventual ownership of the System; and (2) finance the acquisition of the System through the issuance and sale by the Corporation of the Bonds, secured by rental payments made pursuant to the terms of the Lease, as assigned to Norwest Bank of Arizona, N.A., as trustee, (the "Trustee") pursuant to a Trust Indenture, by and between the Trustee and the Corporation, (the "Trust Indenture"); and WHEREAS, a purchase contract dated March 6, 1996, by and among the Corporation, the Town and Peacock, Hislop, Staley & Given, Inc. (the "Bond Purchase Agreement"), containing final terms and provisions relative to the sale of the Bonds and the consummation of the transactions contemplated by the documents pertaining to the financing of the acquisition of the System has been submitted to this Board for approval; and WHEREAS, there have been placed on file with the Town and presented to the Secretary at this meeting the forms, containing the final terms and provisions of the following documents: (i) the Lease; (ii) the Trust Indenture; (iii) the Continuing Disclosure Agreement; (iv) the Bond Purchase Agreement; and (v) the preliminary official statement (the "Preliminary Official Statement"); and WHEREAS, the Town approved the final forms and terms of and authorized the execution and delivery of the asset purchase agreement pertaining to the acquisition of the Canada Hills Water Company on February 6, 1996 and the asset purchase agreement pertaining to the acquisition of the Rancho Vistoso Water Company on February 21, 1996; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION, THAT: Section 1. This Board finds and determines that the financing of the costs of acquisition, improving and equipping of the System pursuant to the terms of the Bond Purchase Agreement, the Lease, the Continuing Disclosure Agreement, the Trust Indenture and the Preliminary Official Statement is in furtherance of the purposes of the Corporation and in the public interest and that the financing thereof through the issuance and the sale of the Corporation's Bonds will enhance the standard of living within the Town. Section 2. The Corporation hereby approves the sale, issuance and delivery of the Bonds, as hereinafter described, by the Corporation. The Bonds shall be designated "Town of Oro Valley Municipal Property Corporation Municipal Water System Acquisition Bonds, Series 1996" and shall be issued in the aggregate principal amount of$28,400,000. The Bonds shall be in the denomination of $5,000 or any integral multiples thereof, shall be dated such date as set forth in the Bond Purchase Agreement and shall bear interest from such date payable on January 1 and July 1 of each year, commencing July 1, 1996 and shall be fully registered Bonds without coupons or shall be in book entry form as provided in the Trust Indenture. The Finance Director of the Town (the "Finance Director"), on behalf of the Corporation, is authorized to sign a letter of representation relating to any book entry program SWR:gmh 130108.1 3/6/96 -2 and any required uired to implement a book entry program. The Bonds shall bear interest q at the ratesp er annum, and shall mature on July 1 in the years and principal amounts as follows: Maturity Date Principal Interest (July 1) Amount Rate 1997 $ 100,000 3.700% 1998 325,000 3.900% 1999 350,000 4.100% 2000 350,000 4.250% 2001 375,000 4.350% 2002 500,000 4.450% 2003 525,000 4.600% 2004 550,000 4.700% 2005 575,000 4.800% 2006 600,000 4.900% 2010 2,775,000* 5.200% 2014 3,400,000* 5.450% 2017 3,075,000* 5.550% 2019 2,300,000* 5.600% 2026 12,600,000* 5.375% * Term Bonds The forms, terms and provisions of the Bonds and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Trust Indenture and are hereby approved. Section 3. The sale of the Bonds to Peacock, Hislop, Staley & Given, Inc. (the "Purchaser") pursuant to the provisions of the Bond Purchase Agreement is hereby authorized and the offer of the Purchaser for the purchase of the Bonds as set forth in the Bond Purchase Agreement is accepted. Section 4. The form, terms and provisions of the Lease, the Continuing Disclosure Agreement, the Trust Indenture, the Bond Purchase Agreement and the Preliminary Official Statement, in the form of such documents (including the exhibits thereto) presented at this meeting are hereby approved, with such insertions, omissions and changes as shall be approved by the President or any other member of the Board of the Corporation, the execution of such documents being conclusive evidence of such approval. The President or any other member of the Board of the Corporation is hereby authorized and directed to execute and deliver the Lease, the Continuing Disclosure Agreement, and the Trust Indenture, the Bond Purchase Agreement 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 Trust Indenture, the Continuing Disclosure Agreement, the Official Statement, the Bond Purchase Agreement and the asset purchase agreements. SWR:gmh 130108.1 3/6/96 -3 Section 5. The preparation of the Preliminary Official Statement dated March 1, 1996, by the Town and the Corporation, is hereby ratified and approved and deemed as "final" as of its date 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 hereby ratified 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 President or any other member of the Board of the Corporation are authorized to approve, execute and deliver the Official Statement on behalf of the Corporation and the execution by the President or any other member of the Board of the Corporation shall be deemed conclusive evidence of approval of the Official Statement. Section 6. Norwest Bank Arizona, N.A. meets the requirements set forth in the Trust Indenture for employment as a Trustee, paying agent and registrar and is hereby approved to serve in such capacities. The Corporation hereby requests the Town and the Trustee to take any and all action necessary in connection with the execution and delivery of the Lease, the Trust Indenture and the Continuing Disclosure Agreement. Section 7. For the payment of the principal of, premium, if any, and interest on the Bonds, the Town shall pay and transfer to the Trustee 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. 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 Corporation hereby acknowledges and accepts the Town's covenants and agreements to (i) establish a separate and special "Oro Valley Lease-Purchase Obligation Fund" as required by the Lease; (ii) apply Net Revenues (as 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. In addition to other security provided for in the Trust Indenture, and notwithstanding the pledge of Net Revenues or any nonappropriation of such Net Revenues, the Corporation hereby acknowledges and accepts the Town's absolute and unconditional pledge, on a first lien basis, of 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 Corporation acknowledges and accepts the Town's agreements to: (i) not grant any lien or pledge of or upon Excise Taxes superior to the lien hereby created to secure the rental payments due under the Lease; (ii) establish a separate and special "Oro Valley Excise Tax Fund" to which all Excise Taxes shall be deposited and thereafter such fund shall contain only Excise Taxes; and (iii) apply Excise Taxes in the manner and priority established in the Lease. The Corporation acknowledges and agrees that 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 obligation to make rental payments SWR:gmh 130108.1 3/6/96 -4 under the Lease constitute an indebtedness of the Town or of the State of Arizona or any of its political subdivisions within the meaning of the Constitution of the State of Arizona or otherwise. Section 8. The Corporation agrees to be bound by the terms and provisions rp g of the Lease, the Trust Indenture, the Continuing Disclosure Agreement, the Bond Purchase Agreement and the asset purchase agreements and further covenants that it will do all things necessary to assist the Town and the Trustee in the issuance and delivery of the Bonds. Section 9. After any of the Bonds are delivered by the Trustee to the purchaser thereof upon receipt of payment therefor, this resolution shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, cancelled and discharged. Section 10. The Finance Director, on behalf of the Corporation, may expend Bond proceeds to purchase bond insurance or other credit enhancements for all or part of the Bonds. The Finance Director, on behalf of the Corporation, 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 Bond proceeds. The Finance Director, on behalf of the Corporation, is authorized to make such changes to the Lease, Trust Indenture and other agreements as may be requested by any provider of credit enhancement if such changes are determined by the Finance Director to be in the best interests of the Town and the Corporation. Section 11. The corporation hereby acknowledges that the Town is the "obligated person" (as defined in the Rule) and agrees to cause the Town to comply with the requirements of the Rule as set forth in the Continuing Disclosure Agreement. The Finance Director and other employees, agents and contractors of the Town are hereby authorized and directed 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 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 by the Town from Town water revenues. Section 12. All actions of the officers and agents of the Town, acting on behalf of the Corporation, and all actions of the officers and agents of the Corporation which conform to the purposes and intent of this resolution and which further the issuance and sale of the Bonds as contemplated by 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, on behalf of the Corporation, to do all such acts and things and to execute and deliver all such documents on behalf of the Corporation as may be necessary to carry out the terms and intent of this resolution. Section 13. All actions of the officers and agents of the Town taken for and on behalf of the Town and the Corporation in establishing escrow accounts for purposes of closing the water company acquisition transactions contemplated by the asset purchase agreement between the Corporation and Canada Hills Water Company Limited Partnership, dated SWR:gmh 130108.1 3/6/96 -5 February 6, 1996 and the asset purchase agreement between the Corporation and Rancho Vistoso Water Company, dated February 22, 1996, heretofore and hereafter taken are hereby ratified, confirmed and approved. Section 14. This resolution shall be in full force and effect from and after its passage and approval by this Board. 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 15. This resolution shall be in full force and effect from and after its passage and approval by this Board. PASSED, ADOPTED AND APPROVED on March 6, 1996. f ,‘"/. f r /I / //,21. t- j• r ,/, yi ATTEST: ,.r ,-' Presi ent A f xr r, Secretary S (\— APPROVED AS TO FORM: GUST ROSENFELD: /----)_ i --) i, Bond Counsel ' , SWR:gmh 130108.1 3/6/96 -6