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HomeMy WebLinkAboutResolution 2024-040 Authorizing the Execution and Delivery of a WIFA Loan RESOLUTION NO. 2024-040 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA FROM ITS DRINKING WATER REVOLVING FUND PROGRAM; DELEGATING THE DETERMINATION OF CERTAIN MATTERS RELATING THERETO TO THE MANAGER OF THE TOWN; PROVIDING FOR THE TRANSFER OF CERTAIN MONEYS AND MAKING CERTAIN COVENANTS AND AGREEMENTS WITH RESPECT THERETO; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY SUCH LOAN AGREEMENT AND THIS RESOLUTION AND DECLARING AN EMERGENCY WHEREAS, the Town of Marana, Arizona (the "Town"), has heretofore applied to the Water Infrastructure Finance of Arizona(the "Authority"), for a loan(the"Loan") from the Authority's Drinking Water Revolving Fund Program(the"Program")to provide funds for(i)the installation of a treatment system to mitigate the impacts of PFAS and 1,4 Dioxane, a new water storage tank,with the necessary lines,pumps and other supporting equipment, and(ii)the payment of the Town's proportionate share of expenses of administering the Program and any bonds issued by the Authority with respect thereto (collectively, the "Project"); and WHEREAS, the terms and conditions under which the Loan will be made and the obligations of the Town with respect to the Loan will be set forth in a loan agreement to be executed and delivered by the Town and the Authority (the "Loan Agreement"); and WHEREAS, the Loan and the loan repayments payable by the Town pursuant to the Loan Agreement(the "Loan Repayments") will be secured by a pledge of certain excise taxes and State shared revenues of the Town(the "Source of Repayment"); and WHEREAS, the Mayor and Common Council of the Town have determined that it will be beneficial to the citizens of the Town to enter into and to perform the Loan Agreement, whereby the Town will borrow not to exceed $7,200,000 from the Authority; and WHEREAS, the Loan shall be repaid before or on July 1, 2043, and shall bear interest at a rate not to exceed five percent(5%)per annum; and WHEREAS, there has 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 Loan Agreement; 691608606 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA,ARIZONA,THAT: Section 1. The form, terms and provisions of the Loan Agreement, in the form of such document (including the exhibits thereto) presented at the meeting at which this Resolution was adopted are hereby approved, with such insertions, omissions and changes, not inconsistent with the application of the Town to the Authority or the requirements of the federal government or the Authority,as shall be approved by the Manager of the Town,the execution of such document being conclusive evidence of such approval, and the Mayor, any other member of the Common Council of the Town, the Manager of the Town and the Clerk of the Town are hereby authorized and directed, as applicable, for and on behalf of the Town, to execute and attest and deliver, respectively, the Loan Agreement. Section 2. For the payment of the principal of and interest on the Loan, the Town shall pay the Loan Repayments provided for in the Loan Agreement. The Town shall also pay all other amounts required to be paid by the Town pursuant to the provisions of the Loan Agreement. Section 3. The obligation of the Town to pay the Loan Repayments provided for in the Loan Agreement as well as to make the other payments provided for in the Loan Agreement is limited to payment from the Source of Repayment which is pledged therefor pursuant to the Loan Agreement, and the obligations of the Town pursuant to the Loan Agreement shall not constitute or give rise to a general obligation of the Town or any claim against its ad valorem property taxing powers, or constitute an indebtedness within the meaning of any statutory or constitutional debt limitation applicable to the Town. Section 4. The appropriate officials and officers of the Town are hereby authorized and directed to take all action necessary or reasonably required to carry out, give effect to and to consummate the transactions contemplated by the Loan Agreement and by this Resolution, including, without limitation, the execution and delivery of any closing and other documents reasonably required to be delivered in connection therewith. Section 5. If any section,paragraph, subdivision, sentence, clause or phrase of this Resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this Resolution. The Council of the Town hereby declares that it would have adopted this Resolution and each and every other section, paragraph, subdivision, sentence, clause or phrase hereof and authorized the execution and delivery of the Loan Agreement pursuant hereto irrespective of the fact that any one or more sections,paragraphs, subdivisions, sentences, clauses or phrases of this Resolution may be held illegal, invalid or unenforceable. All ordinances, resolutions or parts thereof, inconsistent herewith, are hereby waived to the extent only of such inconsistency. This waiver shall not be construed as reviving any ordinance or resolution or any part thereof. Section 6. All actions of the officers and agents of the Town including the Mayor and Common Council of the Town which conform to the purposes and intent of this Resolution and which further the execution and delivery of the Loan Agreement as contemplated by this Resolution, whether heretofore or hereafter taken, are hereby ratified, confirmed and approved. The proper officers and agents of the Town are hereby authorized and directed to do all such acts 2 and things and to execute and deliver all such documents on behalf of the Town as may be neces- sary to carry out the terms and intent of this Resolution. Section 7. All acts and conditions necessary to be performed by the Town or to have been met precedent to and in the execution and delivery of the Loan Agreement in order to make it a legal, valid and binding obligation of the Town will at the time of delivery of the Loan Agreement have been performed and have been met, in regular and due form as required by law, and no statutory, charter or constitutional limitation of indebtedness or taxation will have been exceeded in the execution and delivery of the Loan Agreement. Section 8. All formal actions of the Mayor and Common Council of the Town concerning and relating to the passage of this Resolution were taken in an open meeting of the Mayor and Common Council of the Town, and all deliberations of the Mayor and Common Council of the Town and of any committees that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements. Section 9. The immediate operation of the provisions of this Resolution is necessary for the preservation of the public peace, health and safety of the residents and citizens of the Town for the reason that the execution and delivery at the earliest possible date of the Loan Agreement is urgently needed to attempt to secure the lowest possible interest cost to the Town at the earliest possible time; an emergency is, therefore, declared to exist, and this Resolution is enacted as an emergency measure and shall be in full force and effect immediately upon its passage and adoption by the Mayor and Common Council of the Town, as required by law, and this Resolution is hereby exempt from the referendum provisions of the Constitution and the laws of the State of Arizona. Section 10. After the execution and delivery of the Loan Agreement and upon receipt of the Loan from the Authority, this Resolution shall be and remain irrepealable until the Loan and the Loan Agreement and the interest thereon shall have been fully paid, cancelled and discharged. [Remainder of page left blank intentionally.] 3 PASSED and ADOPTED by the Common Council and approved by the Mayor of the Town of Marana, Arizona,this 21st day of May 2024. Mayor ATTEST: iStr11111 Town Clerk APPROVED AS TO FORM: MARANA AZ ESTABLISHED 197? To orney 4 CERTIFICATION I hereby certify that the foregoing Resolution No. 2024-040 was duly passed and adopted by the Mayor and Common Council of the Town of Marana, Arizona, at a meeting held on the 21st day of May 2024, and the vote was ayes and 0 nays and that the Mayor and Councilmembers were present thereat. dilla Town Clerk 5