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HomeMy WebLinkAboutResolution 2015-091 Executing the 5th Amendment to the Series 1992 Lease with the MMPCMARANA RESOLUTION NO. 2015 -091 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF TOWN OF MARANA, ARIZONA AUTHORIZING THE EXECUTION AND DELIVERY BY THE TOWN AND THE TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION OF A FIFTH AMEND- MENT TO AMENDED AND RESTATED TOWN LEASE AND SERIES 1992 TOWN LEASE WHEREAS, the Town of Marana 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, reconstructing or improving buildings, equipment or other real and personal properties suitable for use by and for leasing to the Town of Marana, Arizona (the "Town "), or its agencies or instrumentalities; and WHEREAS, the 'Town heretofore determined that it was beneficial to its citizens (i) to acquire the water system owned by Clifford. Ray Honea and Ethel Wynema Honea, husband and wife, doing business as Honea Water Company (the "First Water System "), consisting of certain real property and certain personal property (the "Initial First Water System Improvements ") with respect to the First Water System and (ii) to acquire the facility presently being used as the municipal complex for the Town (the "Municipal Complex "), consisting of certain other real property and to make certain necessary improvements to the First Water System (the "New First Water System Improvements" and collectively, with the Initial First Water System Improvements, the "First Water System Improvements" and the acquisition of the First Water System, the acquisition of the Municipal Complex and the making of the New First Water System Improvements, collectively, the "First Project ") ; and WHEREAS, the Corporation assisted. the Town in financing the First Project; and WHEREAS, in order to finance the costs of the First Project, the Corporation issued its $280,000 aggregate principal amount of Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 1990, dated as of March 1, 1990 its $315,000 aggregate principal amount of Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 1992, dated as of June 1, 1992 (collectively, the "outstanding Bonds "); and WHEREAS, the Town further heretofore determined that it was beneficial to its citizens (1) to refinance the outstanding Bonds and (ii )(A) to acquire the water systems known as "Cortaro Marana," "Marana Water Service," "Tucson Water," "Lynn Lee" and "RLOS" ( collectively, the "Second Water Systems"), consisting of certain real property and certain personal property (the "Second Water Systems Mai Rcsolutimi No. 2015 -091 Improvements" and collectively, with the First Water System Improvements, the "Water System Improvements ") with respect to the Second Water Systems and (B) to (I) make certain improvements to the Water System Improvements, (II) make certain road and related improve- ments, (III) acquire certain real property upon which to construct a town hall (the "Town Hall Property ") and (IV) acquire a modular building (the "Modular Building "), the property described in clauses (B) (I) , (II) and. ( IV) being as described on Exhibit E attached to the hereinafter described Base Town Lease and collectively, with the acquisition of the Second Water Systems and the project described in clause ( B) (I I) , being referred to herein as the "Second Project"; and WHEREAS, the corporation assisted the Town in refinancing the outstanding Bonds and in financing the Second Project; and WHEREAS, in order to refinance the outstanding Bonds and to finance the costs of the Second Project, the corporation issued its $8,175,000 Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 1997, dated as of October 1, 1997 (the "Series 1997 Bonds "); and WHEREAS, the Town further heretofore determined that it was beneficial to its citizens (i) instead of acquiring the water systems known. as "Tucson," "Lynn Lee" and 11RLOS, 11 to apply the proceeds of the sale of the Series 1997 Bonds which were to be applied thereto, along with approximately $260,000 of proceeds of the sale of the Series 1997 Bonds which remained after the acquisition of the Town Hall Property, to certain road projects and (ii) instead of acquiring the Modular Building, to apply the proceeds of the sale of the Series 1997 Bonds which were to be applied thereto to certain tenant improvements to a building being leased by the Town; and WHEREAS, pursuant to a First Amendment to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of February 1 2000, by and between the Corporation, as lessor, and the Town, as lessee, among other things, certain amendments were made to the Base Town Lease for purposes of the foregoing; and WHEREAS, the Town also further heretofore determined that it was beneficial to its citizens to design, acquire, construct and equip a municipal complex on the Town Hall Property (the "Third Project and WHEREAS, the Corporation assisted the Town in financing the Third Project; and WHEREAS, in order to finance the costs of the Third Project, the Corporation issued its Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2000, dated as of February 1, 2000 ( the "Series 2000 Bonds 1 T) ; and WHEREAS, in connection with the issuance of the Series 2000 Bonds, the Corporation entered into a First Supplement to Amended. and Mar•aiia rZesolutiori No. 2015 -091 Restated Town Lease and Series 1992 Town Lease, dated as of February 1 2000 (the "First Supplement to Base Town Lease ") , with the Town pursuant to which (i) the Corporation extended the lease of the Town Hall Property to the Town and leased improvements with respect to the Third Project ( the "Town Hall. Improvements") to the Town and (I the Town (A) extended the lease of the Town Hall Property from the Corpo- ration and leased the Town Hall Improvements from the Corporation and (B) as agent for the Corporation, agreed to design, acquire, construct and equip, as the case may be, the Third Project; and WHEREAS, the Town also further heretofore determined that it was beneficial to its citizens to use a portion of the remaining proceeds of the sale of the Series 2000 Bonds to acquire certain prop- erty to serve as an operations center for the Town (the "operations Center Property ") and to include such property as part of the property which is the subject of the First Supplement to Base Town Lease; and WHEREAS, pursuant to a Combined operations Center Property Ground. Lease and Second Amendment to Amended. and Restated. Town Lease and Series 1992 Town Lease (as supplemented by the First Supplement to Base Town Lease) , dated as of April 1, 2002, by and between the Corpo- ration, as lessor, and the Town, as lessee, among other things, cer- tain amendments were made to the First Supplement to Base Town Lease for purposes of the foregoing; and WHEREAS, thereafter the Town determined for the benefit of its citizens that a portion of the operations Center Property and a portion of the Municipal Complex Real Property should be released from the terms and provisions of the First Supplement to Base Town Lease affecting it and that other property transferred to the Corporation should be made a part of the Town Hall Property pursuant to a Third. Amendment to Amended and Restated Town Lease and Series 1992 Town Lease (as supplemented by the First Supplement to Town Base Lease), dated as of September 1, 2003, by and between the Corporation, as lessor, and the Town, as Lessee, and; WHEREAS, the Town also further heretofore determined that it was beneficial to its citizens to design, acquire, construct and equip, as the case may be, additional parts of the new municipal complex on the Town Hall Property ( the "Fourth Project"); and WHEREAS, the Corporation assisted the Town in financing the Fourth Project; and WHEREAS, in order to finance the costs of the Fourth Project, the Corporation issued. its $19,700,000 Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2003, dated as of September 1, 2003 (the "Series 2043 Bonds " ) ; and WHEREAS, in connection with the issuance of the Series 2003 Bonds, the Corporation entered into the Second. Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of Maraiia Resolution No. 2015091 September 1, 2003 (the "Second Supplement to Base Town Lease ") , with the Town pursuant to which (i) the Corporation extended the lease of the Town Hall Property to the Town and leased improvements with respect to the Fourth Project (the "Additional Town Hall Improvements ") to the Town and (ii) the Town (A) extended the lease of the Town Hall Property from the Corporation and leased the Additional Town Hall Improvements from the Corporation and ( B ) as agent for the Corporation, agreed to design, acquire, construct and equip, as the case may be, the Fourth Project; and WHEREAS, the Town also was beneficial to its citizens to as the case may be, final parts Town Hall Property (the "Fifth Pr the bonds heretofore issued by Refunded"); and further heretofore determined that it design, acquire, construct and equip, of the new municipal complex on the of ect " ) and to refinance a portion of the Corporation (the "Bonds Being WHEREAS, the Corporation assisted the Town in financing the Fifth Project and refinancing the Bonds Being Refunded (the "Second Refunding ") ; and WHEREAS, in order to finance the costs of the Fifth Project and the Second Refunding, the Corporation issued its $8,675,000 aggre- gate principal amount of Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2004, dated as of August 1, 2004 ( the "Series 2004 Bonds ") ; and WHEREAS, in connection with the issuance of the Series 2004 Bonds, the Corporation entered into the 'Third Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of August 1, 2404 (the "Third. Supplement to Base Town Lease "), with the Town pursuant to which (i) the Corporation extended the lease of the Town Hall Property to the Town and leased improvements with respect to the Fifth Project (the "Final Town Hall Improvements ") to the Town and (ii) the Town (A) extended the lease of the Town Hall Property from the Corporation and leased the Final Town Hall Improvements from the Corporation and (B) as agent for the Corporation, agreed to design, acquire, construct and equip, as the case may be, the Fifth Project and provide for matters related to the Second Refunding; and WHEREAS, the Town also further heretofore determined that it was beneficial to its citizens to design, acquire, construct and equip, as the case may be, extensions and additions to the sewer lines and interceptors in Silverbell Road and to the Town's Airport, extensions and improvements to Camino de Marana and Dove Mountain Roads and improvements to Cortaro Silverbell District Park as well as other sewer, transportation and park projects ( the "Sixth Project"); and WHEREAS, the Corporation assisted the Town in financing the Sixth Project; and WHEREAS, in order to finance the costs of the Sixth Project, the Corporation issued its $39,790,000 aggregate principal amount of Mar•atia Resolution No. 2015 -091 Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2008, dated August 13, 2008 (the "Series 2008 Bonds"); and WHEREAS, in connection with the issuance of the Series 2008 Bonds, the corporation entered into the combined. Cortaro Silverbell District Park Ground Lease and Fourth Supplement to Amended. and Restated Town Lease and Series 1992 Town Lease, dated as of August 1, 2008 (the "Fourth Supplement to Base Town Lease "), with the Town pur- suant to which (i) the corporation extended the lease of the First Water System Real Property, the Municipal Complex Real Property, the First Water System Improvements, the Second. Water System Real Prop- erty, the Second Water System Improvements, the Town Hall Property, the Town Hall Improvements, the Additional Town Hall Improvements and the Final Town Hall Improvements and the operations Center Property (collectively, the "Existing Leased Property ") to the Town, leased back the real property described as "Cortaro Silverbell Park Prop- erty," ground leased by the Town to the corporation pursuant thereto and leased the Sixth Project to the Town and (ii) the Town (A) ground leased the Cortaro Silverbell Park Property to the Corporation and leased the same back from the Corporation, extended the lease of the Existing Leased Property from the corporation and lease the Sixth Project from the Corporation and (B) as agent for the corporation, agreed to design, acquire, construct and equip, as the case may be, the Sixth Project; and WHEREAS, the Town also further heretofore determined that it was beneficial to its citizens to add another part to the Sixth Project; and WHEREAS, pursuant to a Fourth Amendment to Amended and Restated Town Lease and Series 1992 Town Lease as supplemented by First, Second, Third and Fourth Supplements to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of September 1, 2009 ( the "Fourth Amendment to Base Town Lease ") , by and between the Corpo- ration, as lessor, and the Town, as lessee, an amendment was made to the Fourth Supplement to Base Town Lease for purposes of the f oregoing ; and WHEREAS, the Series 1997 Bonds, the Series 2000 Bonds, the Series 2003 Bonds, the Series 2004 Bonds, the Series 2008 Bonds and any additional obligations on a parity therewith shall be secured by a Trust Indenture, dated as of October 1, 1997, as supplemented by a Series 2000 Supplemental Trust Indenture, dated as of February 1, 2000, a Series 2003 Supplemental Trust Indenture, dated as of Septem- ber 1, 2003, a Series 2004 Supplemental Trust Indenture, dated as of August 1, 2004, and a Series 2008 Supplemental Trust Indenture, dated as of August 1, 2008 (collectively, the "Indenture ") , from the Corpo- ration to Norwest Bank Arizona, N.A. (now Wells Fargo Bank Arizona, N.A., as trustee (the "Trustee " ) , pursuant to which is pledged, among other things, rental payments made pursuant to the Base Town Lease, the First Supplement to Base Town Lease, the Second Supplement to Base Maraiia Resolutioji No. 2015.091 Town Lease, the Third Supplement to Base Town Lease and the Fourth Supplement to Base Town Lease; and WHEREAS, pursuant to Section 11.08 of the Indenture, the Corporation will not, without written consent of the Trustee, alter, modify or cancel, or agree or consent to alter, modify or cancel, the Fourth Supplement to Base Town Lease or any other agreements thereto- fore or thereafter entered into by the Corporation which relate to or affect the security of the Series 2008 Bonds, but with the written consent of the Trustee, may consent to alterations and modifications thereof, provided that no such alterations or modifications will decrease the amounts available for payment of the Series 2008 Bonds or will render the income of the Corporation or the interest on the Series 2008 Bonds taxable to the recipient, and provided further that prior to giving its consent with respect to an alteration or modification of the Fourth Supplement to Base Town Lease, the Trustee shall obtain an opinion of counsel or financial consultant selected by the Trustee that the proposed alteration or modification will not be materially adverse to the interests of the owners of the Series 2008 Bonds, will not decrease the amounts of available for payment of the Series 2008 Bonds and will not render the income of the Corporation or the interest on the Series 2008 Bonds taxable under the income tax laws of the United States of America; and WHEREAS, pursuant to a Fifth Amendment to Amended and Restated. Town Lease and Series 2992 Town Lease (as supplemented by the First Supplement to Base Town Lease, the Second Supplement to Base Town Lease, the Third. Supplement to Base Town Lease and the Fourth Supplement to Base Town Lease), to be dated as of September 1, 2015 (the "Fifth Amendment to Base Town Lease "), by and between the Corpo- ration and the Town, among other things, an amendment is being made to the Fourth Supplement to Base Town Lease; and WHEREAS, there have been placed on file with the Clerk of the Town and presented at the meeting at which this Resolution was adopted the proposed form of the Fifth Amendment to Base Town Lease; and WHEREAS, it is hereby formed to assist the Town in projects at no profit to the Cor and shall not make any profit by the Town in connection with this to Base Town Lease; determined that the Corporation was financing its capital improvement poration and the corporation has not reason of the assistance it renders Resolution and the Fourth Amendment NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF TOWN OF MARINA, ARIZON.A., THAT: Section 1 . All actions (not inconsistent with the provisions of this Resolution) heretofore taken by or at the direction of the Town and its officers directed toward the approval and authori- zation of the execution and delivery of the Fifth Amendment to Base Town Lease are hereby approved and ratified. Mat Resoltitioti No. 2015 -091 Section 2 . The form, terms and provisions of the Fifth Amendment to Base Town Lease in substantially the form of such document (including the exhibits thereto) presented at the meeting at which this Resolution was adopted, is hereby approved, with such insertions, deletions and changes as are not inconsistent herewith and as are approved by the officers authorized to execute the documents (which approval will be conclusively demonstrated by their execution thereof), and the Mayor and Vice Mayor and Clerk of the Town are hereby authorized to execute and attest and deliver, respectively, the Fifth Amendment to Base Town Lease and the President or Vice President and Secretary of any other member of the Board of the Corporation are hereby authorized to execute and attest and deliver, respectively, the Fifth Amendment to Base Town Lease. Section 3 . The officers of the Town shall take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated thereby, including without limitation the execution and delivery of the closing and other docu- ments required to be delivered in connection with the Fifth Amendment to Base Town Lease. Section 4 . This Resolution shall be and remain irrepeal- able until the Series 1997 Bonds, the Series 2000 Bonds, the Series 2003 Bonds, the Series 2004 Bonds and the Series 2008 Bonds and the interest thereon shall have been fully paid, cancelled and discharged. Section 5 . 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 5 . Any provisions of any bylaws, orders, proced- ural pamphlets and resolutions inconsistent herewith are hereby waived to the extent only of such inconsistency. This waiver shall not be construed as reviving any bylaw, order, procedural pamphlet or resolu- tion or any part thereof. Section 7 . It is hereby found and determined that all formal actions of the Mayor and common council of the Town and its Board of Directors concerning and relating to the adoption of this Resolution were adopted in an open meeting and that all deliberations that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements of the State of Arizona and the Town. Mai - aria 1Zesolutiozi No. 201 5 -091 ADOPTED AND APPROVED NOW N (Y t A 7 ;5,N� ATTEST: this 1st day of September, 2015. a By ........ .....: . . . . . . . . . . . . . . . . . . . . Ed Hone a , ayo r , Town of Marana , Arizona . .... ........ . ............ J rely C. Bronson, Town Clerk, own o Marana, Arizona 331530185.1- 8119115 Marana Resolution No, 2015 -091