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HomeMy WebLinkAboutResolution 2017-018 Approving the sale and execution and delivery of pledged excise tax revenue MARANA RESOLUTION NO. 2017-018 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF TOWN OF MARANA, ARIZONA,, APPROVING THE SALE AND EXECUTION AND DELIVERY OF NOT TO EXCEED IN TOTAL $46,000,000 AGGREGATE PRINCIPAL AMOUNT OF PLEDGED EXCISE TAX REVENUE OBLIGATIONS, IN ONE OR MORE SERIES, AND PLEDGED EXCISE TAX REVENUE REFUNDING OBLIGATIONS, OBLIGATIONS OF EACH SERIES EVIDENCING A PROPORTIONATE INTEREST OF THE OWNERS THEREOF IN A THIRD PURCHASE AGREEMENT; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH PURCHASE AGREEMENT, A THIRD TRUST AGREEMENT, AN ESCROW TRUS"I" AGREEMENT, A CONTINUING DISCLOSURE 'UNDERTAKING, AN OBLIGATION PURCHASE CONTRACT AND OTHER NECESSARY' AGREEMENTS; ADOPTING A POST-ISSUANCE TAX COMPLIANCE AND CONTINUING DISCLOSURE COMPLIANCE PROCEDURES IN CONNECTION WITH ISSUANCE OF OBLIGATIONS OF THE TOWN,' DELEGATING AUTHORITY TO THE MAYOR, MANAGER AND FINANCE DIRECTOR OF THE TOWN 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 (i) to finance the costs of improvements to certain wastewater treatment facilities for the Town and (ii) to refinance the lease purchase of 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 (collectively, the "Projects"), by entering into a Third 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 a bank authorized to exercise trust powers in the State of Arizona, appointed as provided herein, 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 excise tax revenue obligations, in one or more series, and pledged excise tax revenue refunding obligations, provided for by this Resolution (collectively, the "Obligations"), evidencing proportionate interests of the owners of the Obligations in payments to be made by the Town to the Trustee pursuant to the Third Trust Agreement, to be dated as of the first day of the month of the dated date of the Obligations (the "Trust Marana Resolution No.2017-018 Agreement"), between the Trustee and the Town, such payments to be made 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 Trust Agreement)- and WHEREAS, pursuant to the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code"), and the regulations promulgated thereunder (hereinafter referred to as the "Regulations"), issuers of obligations, the interest on which is intended to be excludable from the gross income of the owners thereof for federal income tax purposes (hereinafter referred to as `Tax--Exempt obligations"), are required to establish policies and procedures to ensure compliance with the applicable provisions of the Code and the Regulations; and WHEREAS, the Mayor and Common Council of the Town hereby determine that procedures should be adopted in order to ensure that Tax-:exempt obligations issued by the Town comply with the provisions of the Code and the Regulations (hereinafter referred to as the "Tax C=ompliance Procedures"); and WHEREAS, pursuant to Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (hereinafter referred to as the "Rule"), Participating Underwriters (as defined in the Rule) are required to reasonably determine that issuers have entered into written undertakings to make ongoing disclosure in connection with offerings of obligations to investors subject to the Rule; and WHEREAS, the Mayor and Common Council of the Town hereby determine that procedures should be adopted in order to document practices and describe various procedures for preparing and disseminating such ongoing disclosure for the benefit of the holders of the Town's obligations and to assist the Participating Underwriters in complying with the Rule and such written undertakings (together with the Tax Compliance Procedures, hereinafter referred to as the "Procedures"); 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; (3) the proposed form of the Escrow Trust Agreement, to be dated as of the first day of the month of the dated date of the Obligations (the "Escrow Trust Agreement"), between the Trustee in its separate capacity as Escrow Trustee (the "Escrow Trustee"), and the Town, for the establishment of an escrow to refinance a portion of the Pr of ects; (4) the proposed form of the Undertaking; (5) the proposed form of the obligation Purchase Contract, to be dated the date of the sale of the obligations (the `Purchase Contract"), by and between the Town and Stifel, Nicolaus & C=ompany, Incorporated (the "Underwriter"), for the purchase of the obligations; (6) the proposed form of the Preliminary official Statement, to be dated the date of the dissemination thereof (the "Preliminary official Statement"), relating to the obligations, which, as to be revised after the sale of the obligations, shall constitute the official Statement, to be dated the date of sale of the Marana Resolution No,2017-018 Obligations (the "official Statement"), relating to the obligations and (7) the proposed form of the Procedures; and WHEREAS, financing and refinancing of the costs of the Projects pursuant to the Purchase Agreement is in furtherance of the purposes of the Town and 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 Finance Director of the Town are each authorized to determine on behalf of the Town: the identity of the Trustee and the Escrow Trustee; the series name and designation of each series of the obligations; the date the obligations are to be sold to the Underwriter; the aggregate principal amount of each series of the obligations which are to be executed and delivered but not to exceed for all series the total aggregate principal amount of $46,000,000; 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 thirty (30) years frons 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 to the Underwriter (including determinations of price, original issue discount and premium and. underwriting 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 Code exceeding four and three-quarters percent (4.75%). (c) The Manager and Finance Director of the Town are further each authorized to determine on behalf of the Town whether the purchase of an insurance policy securing payment of the obligations or a surety bond or other reserve fund guaranty which would be a "qualified guarantee" for purposes of the Code would be advantageous to the Town or the terms of the financing represented by the obligations. The Manager and Finance Director of the Town are each authorized to negotiate with and secure, with proceeds of the obligations or otherwise, such an insurance policy or a reserve fund guaranty, or both, from one or more institutions, the claims-paying ability of which are than assigned one of the two highest rating categories by a nationally recognized credit rating agency. The Mayor, Manager and Finance Director of the 'Town are each authorized to execute and deliver any instruments or documents necessary in connection with the purchase of any such insurance policy and/or reserve fund guaranty, including those making provision for the repayment of amounts advanced by the institutions issuing such insurance policy and/or reserve fund guaranty. (d) 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. Marana Resolution No.2017-018 (e) The Procedures are hereby adopted to establish policies and procedures related to the purposes set forth in the Recitals hereto. The right to use discretion as necessary and appropriate to make exceptions or request additional provisions with respect to the Procedures as maybe be determined is hereby reserved. The right to change the Procedures from time to time, without notice, is also reserved. Section 2. The obligations are to be sold to the Underwriter pursuant to the terms of the Purchase Contract as such terms are to be determined as provided hereinabove. Section 3. The form, terns and provisions of the Purchase Agreement, the Trust Agreement, the Escrow Trust Agreement, the Undertaking and the Purchase Contract, 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 Purchase Contract, the Manager or Finance Director 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 Purchase Contact, the Manager or Finance Director 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. Agreement, the Escrow Trust Agreement, the Undertaking and the Purchase Contract and to tape all action to carry out and comply with the terms of such documents. Section 4. The distribution of the Preliminary official Statement by the Underwriter is approved, and the official Statement in substantially the form of the Preliminary Official Statement, with such changes or revisions therein from the form of the Preliminary Official Statement as may be approved by the Mayor of the Town or any other member of the Council executing the same, is approved, and the Mayor of the Town or any other member of the Council is authorized, empowered and directed, in the name and on behalf of the Town, to execute and deliver the same to the Underwriter and to execute and deliver instruments confirming that the Preliminary official Statement is "deemed final" in accordance with Securities and Exchange Commission Rule 15(c)2-12. Section 5. The Trustee (including in its separate capacities as Seller and Escrow Trustee) is requested to take any and all action necessary in connection with the execution and. delivery of the Purchase .Agreement, the Trust Agreement, the Escrow Trust Agreement, the Undertaking and the Purchase Contract 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 6. The covenants and agreements contained 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. Mai-ana Resolution No.2017-018 Section 7. 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 0 to evidence compliance with or convenient to be executed and delivered on behalf of the Town,, 5 further the purposes of, all the terms and conditions of this Resolution and the consummation of the transactions contemplated by the Preliminary Official Statement and the Official Statement and as may be necessary to carry out the terms and intent of this Resolution. Section 8. 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,fied, ati confirmed and approved, Section 9. 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 10, 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 Underwriter and upon receipt of payment there-for, 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. [Remainder of page left blank intentionally.] Marana ReSOILfflon Na.201.7-018 PASSED AND ADOPTED y the Councilapproved by the Mayor of the Town f Marana Arizonaphi's 7th day of March, 2017. Mayor " Y 004 w 0 . 0. 4. 0. " r* too *0#0*4 r #0 ***#*** �rreeaww•�s. n Cler Ad APPROVED AS TO FORM: MARANA AZ TABLISHE ) 197 To r X 3398 CERTIFICATION herebycertify 'that the foregoing e uti of F.�XI7..I.&.. was duly passed and adopted the Mayor and Common n il of the Town ofrana, Arizona, at a regular meeting e on the7th day of March, 2017, and the vote was .FFFF FFF ayes a FFF..F.F.F nays. r�9um • i F' F #F i F F # �!F#F F fi.F F F F F M '"�� !�. F F F F F M F'F F fi MM i F F d F F F p F F##F Po F F F F F',; own C