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HomeMy WebLinkAboutResolution 2014-047 Approving the Pledged Excise Tax Revenue RefundingRESOLUTION NO. 2014-047 RESOLUTION APPROVING THE SALE AND EXECUTION AND DELIVERY OF NOT TO EXCEED $7,900,000 AGGREGATE PRINCIPAL AMOUNT OF PLEDGED EXCISE TAX REVENUE REFUNDING OBLIGATIONS, EVIDENCING A PROPORTIONATE INTEREST OF THE OWNERS THEREOF IN A SECOND PURCHASE AGREEMENT TO REFINANCE OBLIGATIONS WITH RESPECT TO CERTAIN BONDS OF THE TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH PURCHASE AGREEMENT, A SECOND TRUST AGREEMENT, A PLACEMENT AGENT AGREEMENT AND OTHER NECESSARY DOCUMENTS; DELEGATING AUTHORITY TO THE MANAGER AND FINANCE DIRECTOR TO DETERMINE CERTAIN MATTERS AND TERMS WITH RESPECT TO THE FOREGOING; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION AND DECLARING AN EMERGENCY WHEREAS, the Mayor and Common Council of the Town of Marana, Arizona (the "Town "), have determined to refinance the lease purchase of a portion of the new municipal complex (the "Refinanced Project "), by entering into a Second Purchase Agreement, to be dated as of the first day of the month of the dated date of the hereinafter described Obligations established as provided herein (the "Purchase Agreement "), with Wells Fargo Bank, N.A., as trustee (the "Trustee "), in its separate capacity as "Seller "; and WHEREAS, in connection with the Purchase Agreement, the Mayor and Common Council of the Town have deemed it necessary and desirable to provide for the sale and execution and delivery of pledged revenue refunding obligations, provided for by this Resolution (the "Obligations "), pursuant to the Second Trust Agreement, to be dated as of the first day of the month of the dated date of the Obligations (the "Trust Agreement "), between the Trustee and the Town, evidencing proportionate interests of the owners of the Obligations in payments to be made by the Town to the Trustee pursuant to the Purchase Agreement; and WHEREAS, the payments represented by the Obligations will be secured by amounts received under the Purchase Agreement pursuant to which the Town will pledge Excise Tax Revenues and State Shared Revenues (as such terms are defined in the Purchase Agreement); and WHEREAS, there have been presented to the Mayor and Common Council of the Town at the meeting at which this Resolution is being adopted (1) the proposed form of the Purchase Agreement; (2) the proposed form of the Trust Agreement and (3) the proposed form of the Placement Agent Agreement, to be dated the date of the placement of the Obligations (the "Placement Agent Agreement "), by and between the Town and Stifel, Nicolaus & Company, Incorporated (the "Placement Agent "), for the placement of the Obligations with a purchaser, relating to the Obligations; and WHEREAS, refinancing the costs of the Refinanced Project pursuant to the Purchase Agreement is in furtherance of the purposes of the Town and is in the public interest; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, THAT: Section 1 . (a) The execution and delivery of the Obligations by the Trustee is approved. (b) The Manager or the Finance Director of the Town are each authorized to determine on behalf of the Town the series name and designation of the Obligations; the date the Obligations are to be placed by the Placement Agent; the total aggregate principal amount of the Obligations which are to be executed and delivered but not to exceed in the aggregate principal amount of $7,900,000; the date the Obligations are to be dated; the dates on which interest on the Obligations is to be payable and the interest rates per annum the Obligations are to bear; the dates the Obligations are to mature but not later than fifteen (15) years from the date of the execution and delivery of the Obligations, the principal amounts to mature on such dates and the provisions for redemption thereof in advance of such dates; the obligations to be refinanced with proceeds of the sale of the Obligations and the exercise of prepayment and redemption provisions with respect thereto and the terms upon which the Obligations are to be sold (including determinations of price, original issue discount and premium and placement agent compensation); provided, however, that the foregoing determinations shall not result in the yield on the Obligations, as calculated in accordance with Section 148 of the Internal Revenue Code of 1986, as amended exceeding five (5 %). (c) The forms and other terms of the Obligations, including the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Trust Agreement and are approved. Section 2 . The form, terms and provisions of the Purchase Agreement, the Trust Agreement and the Placement Agent Agreement, in substantially the forms of such documents (including the Obligations and other exhibits thereto) presented at the meeting of the Mayor and Common Council of the Town at which this Resolution is being adopted are approved, with such final provisions, insertions, deletions and changes as determined as provided hereinabove and shall be approved by the Mayor of the Town, any other member of the Council, and, in the case of the Placement Agent Agreement, the Manager of the Town, the execution of each such document being conclusive evidence of such approval, and the Mayor of the Town or any other member of the Council and, in the case of the Placement Agent Agreement, the Manager of the Town, or the Clerk of the Town, where applicable, are authorized and directed, for and on behalf of the Town, to execute and deliver and attest or approve the Purchase Agreement, the Trust A) Agreement and the Placement Agent Agreement and to take all action to carry out and comply with the terms of such documents. Section 3 . The Trustee (including in its separate capacity as Seller) is requested to take any and all action necessary in connection with the execution and delivery of the Purchase Agreement, the Trust Agreement, the Purchase Contract and the Undertaking and the sale and execution and delivery of the Obligations and is further authorized and directed to take such action as may be reasonable for the administration of the trusts so held by it. Section 4 . The covenants and agreements contained in the Purchase Agreement as to the pledge of and the lien on Excise Tax Revenues and State Shared Revenues and the restriction on the issuance of further parity obligations secured by Excise Tax Revenues and State Shared Revenues are approved and confirmed. Section 5 . The Mayor, the Manager, the Finance Director and other officers of the Town, on behalf of the Town, are authorized and directed, without further order of the Mayor and Common Council of the Town, to do all such acts and things and to execute and deliver all such certificates, proceedings, agreements and other documents as may be necessary or convenient to be executed and delivered on behalf of the Town, to evidence compliance with, or further the purposes of, all the terms and conditions of this Resolution. Section 6 . All actions of the officers and agents of the Town which conform to the purposes and intent of this Resolution and which further the sale and execution and delivery of the Obligations as contemplated by this Resolution, whether heretofore or hereafter taken, are ratified, confirmed and approved. Section 7 . 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. 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. Section 8 . The immediate operation of the provisions of this Resolution is necessary for the preservation of the public peace, health and safety, particularly to immediately sell the Obligations to secure the best available economic terms therefor, and an emergency is hereby declared to exist, and this Resolution will be in full force and effect from and after its passage by the Mayor and Common Council of the Town and it is hereby excepted from the referendum provisions of the Constitution and laws of the State of Arizona. After any of the Obligations are delivered by the Trustee to the purchaser of the Obligations and upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the Obligations and the interest and premium, if any, thereon shall have been fully paid, cancelled and discharged. 3 PASSED AND ADOPTED on this 20th day of May, 2014. Mayor, Town of Marana, Arizona ATTEST: Cler , own of Marana, Arizona APPROVED AS TO FORM: ................. Arizona Resolution No. 2014 -047 5/7/2014 Ll CERTIFICATION I hereby certify that the foregoing Resolution No. e� '.A7 was duly passed and adopted by the Mayor and Common Council of the Town of Marana, Arizona, at a regular meeting held on the 20th day of May, 2014, and the vote was .... 7... ayes and ....4�.... nays. ... .......... ............................... *wnCie