HomeMy WebLinkAboutMunicipal Property Corporation - Resolutions (12) RESOLUTION NO. MPC 13-01
RESOLUTION AUTHORIZING THE DEFEASANCE AND REDEMPTION OF THE
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION EXCISE TAX
REVENUE REFUNDING BONDS, SERIES 2003; AUTHORIZING THE TRUSTEE TO
DEFEASE AND REDEEM THE BONDS; AUTHORIZING THE EXECUTION AND
DELIVERY OF DOCUMENTS NECESSARY TO DEFEASE THE BONDS; AND
AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
RESOLUTION.
WHEREAS, the Town of Oro Valley Municipal Property Corporation (the
"Corporation") has outstanding its Excise Tax Revenue Refunding Bonds, Series 2003 (the
"Series 2003 Bonds"); and
WHEREAS, the Series 2003 Bonds were executed and delivered by the
Corporation pursuant to a Trust Indenture dated as of April 1, 1996 (the "1996 Trust Indenture"),
as supplemented by the First Supplement to Trust Indenture dated as of June 1, 1999 (the "First
Supplement to Trust Indenture"), the Second Supplement to Trust Indenture dated as of April 1,
2001 (the "Second Supplement to Trust Indenture") and the Third Supplement to Trust Indenture
dated as of December 1, 2003 (the "Third Supplement to Trust Indenture" and together with the
1996 Trust Indenture, the First Supplement to Trust Indenture and Second Supplement to Trust
Indenture, the "Trust Indenture") by and between the Corporation and Wells Fargo Bank Arizona,
N.A., to finance the refunding of a portion of the Town of Oro Valley Municipal Property
Corporation, Municipal Water System Acquisition Bonds, Series 1996, the Town of Oro Valley,
Arizona, Certificates of Participation, Series 1996, the Town of Oro Valley, Arizona, Excise Tax
Revenue Obligations, Series 2000 and the Town of Oro Valley Municipal Property Corporation,
Excise Tax Revenue Bonds, Series 2001; and
WHEREAS, the Series 2003 Bonds were secured by a proportionate interest in the
Lease and Rental Payments (both as defined in the Lease-Purchase Agreement) and prepayments
made by the Town of Oro Valley, Arizona (the "Town") pursuant to a Third Amendment to
Lease-Purchase Agreement dated as of December 1, 2003 (the "Third Amendment to Lease-
Purchase Agreement"), which amended the Lease-Purchase Agreement dated as of April 1,
g p1996,
as previously amended by the First Amendment to Lease-Purchase Agreement dated as of June 1,
1999 and the Second Amendment to Lease-Purchase Agreement dated as of April 1, 2001
(collectively the "Lease-Purchase Agreement"); and
WHEREAS, the Corporation has received notice from the Town, requesting the
Corporation to refinance and prepay certain payments due pursuant to the Third Amendment to
Lease-Purchase Agreement relating to the Series 2003 Bonds and to defease the outstanding
portion of the Series 2003 Bonds (the "Bonds Being Refunded") in advance of maturity as
provided in the Trust Indenture through the issuance of not to exceed $6,500,000 Excise Tax
Revenue Refunding Obligations, Series 2013, to be dated no earlier than June 1, 2013 (the
"Obligations"). The Obligations will be issued pursuant to a Trust Agreement, dated no earlier
than June 1, 2013 (the "Trust Agreement") between the trustee to be selected by the Town
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Manager or his designee or Finance Director or her designee (the "Trustee") and the Town,
evidencing a proportionate interest of the owners thereof in an Agreement, dated no earlier than
June 1, 2013 (the "Agreement"), between the Trustee and the Town; and
WHEREAS, the proceeds of the Obligations will be deposited with the Trustee
and used to defease the Bonds Being Refunded and redeem them in advance of maturity and to
pay the delivery costs of the Obligations; and
WHEREAS, the Secretary has presented to the President at this meeting the
proposed form of the:
(i) the Agreement;
(ii) the Trust Agreement; and
(iii) the proposal to purchase the Obligations in the form of an Obligation
Purchase Agreement to be entered into between the Town and the original
purchaser of the Obligations;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE TOWN OF ORO VALLEY MUNICIPAL PROPERTY
CORPORATION, THAT:
Section 1. Determination of Need. It is hereby found and determined that the
defeasance of the Bonds Being Refunded pursuant to the terms of the Agreement is in the best
interest of and in furtherance of the purposes of the Corporation, the Town and in thep ublic
interest.
Section 2. Defeasance Approved. The Corporation hereby orders and
approves that the Bonds Being Refunded be defeased pursuant to the terms of the Agreement, the
Trust Agreement g '
g eement and the Obligation Purchase Agreement dated no earlier than June 1, 2013, by
and between the Town and the original purchaser of the Obligations related to the issuance of the
Obligations.
Section 3. Authorize Execution and Delivery. The Corporation hereby
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authorizes and directs the President or any Board member and the Secretaryto execute and
deliver,
where applicable, any documents or certificates necessary to cause the defeasance of the
Bonds Being Refunded, including, but not limited to, the Agreement, and to take all action
necessary to carry out and comply with the terms of such documents or certificates
Section 4. Trustee Action Pursuant to Trust Indenture. The Corporation
hereby instructs Wells Fargo Bank, N.A. (formerly Wells Fargo Bank Arizona, N.A.)� as trustee
under the Third Supplement to Trust Indenture, to take any and all action necessary in connection
with the defeasance and redemption of the Bonds Being Refunded upon receipt of an amount
sufficient p p
icient to redeem the Bonds Being Refunded on July 1, 2013, including sending the conditional
notice of redemption regarding the Bonds Being Refunded and transferring the proceeds of the
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Obligations into the Obligation Retirement Fund held under the Trust Indenture to defease and
redeem in advance of maturity the Bonds Being Refunded on July 1, 2013.
Section 5. Trustee Action Regarding the Obligations. The Corporation
hereby requests the Trustee to take any and all action necessary in connection with the execution
and delivery of the Agreement and the Trust Agreement and the sale, execution and delivery of the
Obligations.
Section 6. Rental Payment Schedule. The Rental Payment schedule attached
as Exhibit A to the Third Amendment to Lease-Purchase Agreement, containing the combined
Rental Payment schedule to be made under the Lease-Purchase Agreement, shall remain
unmodified except as it relates to the payment schedule for the Series 2003 Bonds.
Section 7. Severability. 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 8. Waiver of Inconsistency. All orders, resolutions and ordinances 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 21, 2013.
N,
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President
Town of Oro Valley Municipal
Property Corporation
ATTEST:
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7-4,--4,,:: ,00.'''---7- 7--- --
Secretary
Town of Oro Val1e4unicip al
Property Corporation
APPROVED AS TO FORM:
GUST ROSENFELD P.L.C.4L1 .. '
Special Counsel
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CERTIFICATION
I, Donald Taylor, 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. MPC 13-01 was duly passed by the Board of Directors of the Town of Oro Valley Municipal
Property Corporation at a regularly scheduled meeting held on May 21, 2013 and the vote was
3 aye's and 0 nay's and 0 absent, that the President and Secretary were present thereat.
Dated: May 21, 2013
Secretaryjown of
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Municipal Property Corporation
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