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HomeMy WebLinkAboutMunicipal Property Corporation - Resolutions (9) RESOLUTION NO. (R) MPC96- 3 RESOLUTION 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, AND A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING THE PREPARATION AND APPROVAL OF PRELIMINARY AND FINAL OFFICIAL STATEMENTS; APPROVING THE ISSUANCE OF NOT TO EXCEED $29,000,000 TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION MUNICIPAL WATER SYSTEMS ACQUISITION BONDS, SERIES 1996, SECURED BY RENTAL PAYMENTS MADE PURSUANT TO A 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; VERIFYING THE PURCHASE PRICE; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; AND DELEGATING CERTAIN DUTIES. WHEREAS, the Town of Oro Valley Municipal Property Corporation (the "Corporation") was formed to transact any or all lawful business for which nonprofit corporations may be incorporated under the laws of the State of Arizona, including, without limiting the generality of the foregoing, any civic or charitable purpose such as financing the * cost of acquiring, constructing and equipping of water facilities for use by and leasing to the Town of Oro Valley, Arizona (the "Town"); and WHEREAS, on February 6, 1996, the Corporation adopted Resolution No. (R)MPC96-01 (the "Prior Resolution"), authorizing the issuance of not to exceed $16,500,000 of its Town of Oro Valley Municipal Property Corporation Municipal Water Systems Acquisition Bonds, Series 1996, and approving the documents related thereto; and WHEREAS, the Prior Resolution contemplated the financing of the acquisition and improving of the Canada Hills Water Company and, since such time, the Town desires also to acquire the Rancho Vistoso Water Company; and WHEREAS, the Town believes 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, under the terms of two Asset Purchase Agreements between The Town of Oro Valley Municipal Property 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 SWR:gmh 128535.1 2/20/96 Company, (collectively, the "Agreement"), the Corporation will purchase the System and thereafter lease, as lessor, said System to the Town, as lessee under a Lease-Purchase Agreement, between the Town and the Corporation (the "Lease"); and WHEREAS, the Corporation desires and deems it necessary to: (1) acquire the System for lease to the Town in order for the Town to use the System as part of the Town's water system; (2) enter into the Lease to allow for the Town's use, possession and eventual ownership of the System; and (3) finance the acquisition of the System through the issuance and sale by the Corporation of not to exceed $29,000,000 Town of Oro Valley Municipal Property Corporation Municipal Water System Acquisition Bonds, Series 1996 (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, there have been placed on file with the Secretary of the Corporation and presented at this meeting (i) the proposed form of the Lease; (ii) the proposed form of the Trust Indenture; and (iii) a proposed form of Continuing Disclosure Agreement; and WHEREAS, on February 16, 1996, the Corporation approved the form and the execution and delivery of the asset purchase agreement pertaining to the acquisition of the Rancho Vistoso Water Company; 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, construction, improving and equipping of the System pursuant to the terms of the Lease, the Continuing Disclosure Agreement and the Trust Indenture 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 Bonds will enhance the standard of living within the Town. Section 2. The Corporation hereby approves the 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 Systems Acquisition Bonds, Series 1996" and shall be issued in the aggregate principal amount of not to exceed $29,000,000. The Bonds shall be in the denomination of $5,000 or any integral multiples thereof, shall be dated such date as set forth in a bond purchase agreement to be presented to this Board at a subsequent meeting, and shall bear interest from such date payable on January 1 and July 1 of each year, commencing July 1, 1996 or such other date as set forth in a bond purchase agreement, and shall be fully registered Bonds without coupons or shall be in book entry form as provided in the Trust Indenture. Any member of the Board of the Corporation is authorized to sign a letter of representation relating to any book entry program and any contract required to implement a book entry program. The Bonds shall bear interest at the rates per annum, and shall mature on SWR:gmh 128535.1 2/20/96 -2 January 1 and/or July 1 in the years and principal amounts approved by this Board at a subsequent meeting. 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 as approved by this Board at a subsequent meeting. The President, Secretary and Treasurer of the Corporation, if required, are hereby authorized and directed to execute and cause the Bonds to be delivered to or upon the order of the purchaser upon receipt of payment therefor. Section 4. The form, terms and provisions of the Lease, the Continuing Disclosure Agreement and the Trust Indenture, 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, and the President or any other member of the Board of the Corporation are hereby authorized and directed to execute and deliver the Lease, the Continuing Disclosure Agreement and the Trust Indenture. Section 5. The preparation of a preliminary official statement by the Town and the Corporation, is hereby authorized and the Finance Director of the Town is authorized and empowered on behalf of the Corporation to deem such preliminary official statement as "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 hereby authorized. The Town and the Corporation will 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 Secretary are authorized to approve, execute and deliver the Official Statement on behalf of the Corporation and the execution by the President or Secretary 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 selected to serve in such capacities. The Corporation hereby requests the Town and the Trustee to take any and all actions necessary in connection with the execution and delivery of the Lease, the Continuing Disclosure Agreement, the Trust Indenture and the issuance and sale of the Bonds. Section 7. For the payment of the principal of, premium, if any, and interest on the Bonds and such other amounts due under the Trust Indenture, 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. The Corporation SWR:gmh 128535.1 2/20/96 -3 acknowledges as security for the rental payments due pursuant to the Lease the pledge of the Net Revenues (as such term is defined in the Lease) of the System (which Net Revenues are subject to annual appropriation) and the pledge of Excise Taxes (as such term is defined in the Lease). Section 8. The Corporation 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. 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 Corporation are hereby authorized and directed to do all such acts and things g and to execute and deliver all such documents on behalf of the Corporation as may be necessary intent carry out the terms and of this resolution. Section 11. Bond proceeds may be expended to purchase bond insurance or other credit enhancements for all or part of the Bonds. The Finance Director of 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 Bond proceeds. Section 12. The officers and agents of the Corporation are authorized to comply py 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 13. The Corporation has received independent information concerning the condition and value of the assets to be transferred that comprise the Rancho Vistoso Water System, and is satisfied with and accepts the purchase price set forth in the assetP urchase agreement. The proper officers and agents of the Corporation are hereby authorized and directed to consummate the purchase of the Rancho Vistoso Water System. Section 14. If any section, paragraph, clause or provision of this resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution. Section 15. Other than the provisions of the Prior Resolution approvingthe form, provisions terms and provisions of the Asset Purchase Agreement pertaining to the acquisition of the SWR:gmh 128535.1 2/20/96 -4- Canada Hills Water Company, and authorizing the execution and delivery of such Asset Purchase Agreement, the Prior Resolution of the Corporation is hereby rescinded. All orders, resolutions and orders of this Board 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 or resolution or any part thereof. Section 16. This resolution shall be in full force and effect from and after its passage and approval by this Board. PASSED AND ADOPTED on February 21, 1996. / i r j` ¢ fi 14%4(1 App T: K----- Président S cretary APPROVED AS TO FORM: GUST ROSENFELD: W,ZQ--a„ pecial Counsel CERTIFICATION I, Frank Butrico , the duly appointed and acting Secretary of the Town of Oro Valley Municipal Property Corporation do hereby certify that the above and foregoing g g Resolution was duly passed by the Board of Directors of the Corporation at a regular meeting g held on February 21, 1996, and the vote was 3 aye's and 0 nay's and that 3 Board Members were present thereat. DATED: 2/21/96 Secretary SWR:gmh 128535.1 2/20/96 -5-