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HomeMy WebLinkAboutResolution 90-006 approving a lease and a trust on behalf of the marana municipal property corporationRESOLUTION NO. ~-~ RESOLUTION AUTHORIZING THE EXECUTIONAND DELIV- ERY OF A TOWN LEASE; APPROVING THE EXECUTION AND DELIVERY BY TOWN OF MARANA MUNICIPAL PROP- ERTY CORPORATION OF A TOWN LEASE AND A TRUST INDENTURE; APPROVING AN OFFICIAL STATEMENT; APPROVING THE ISSUANCE OF $280,000 AGGREGATE PRINCIPAL AMOUNT OF TOWN OF MARANA MUNICIPAL PROPERTY CORPORATIONMUNICIPAL FACILITIES REVE- NUE BONDS, SERIES 1990; PROVIDING FOR THE TR3%NSFER OF CERTAIN MONEYS FOR THE PAYMENT THEREOF ANDMAKING CERTAIN COVENANTSAND AGREE- MENTS WITH RESPECT THERETO; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONStrM/~ATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; AND DECLARING AN EMER- GENCY. WHEREAS, Town of Marana Municipal Property Corporation, an Arizona nonprofit corporation (the "Corporation"), was formed to assist the Town in financing and refinancing the cost of acquiring land and constructing improvements thereon and in constructing and acquiring improvements upon land owned by the Town, and from time to time, any other land, building, improv- ements or facilities for any other civic, municipal and govern- mental purpose, as may be desired by the Town, at no profit to the Corporation; WHEREAS, the Town has determined that it will be bene- ficial to its citizens to acquire the water system owned by Clifford Ray Honea and Ethel Wynema Honea, husband and wife, doing business as Honea Water Company (the "Water System"), consisting of the real property described on Exhibit A attached to the Town Lease (as hereinafter defined) (the "Real Property") and the per- sonal property described on Exhibit B attached to the Town Lease (the ,'Personal Property"); WHEREAS, the Corporation desires to assist the Town in financing the costs of acquisition of the Water System; WHEREAS, in order to finance the costs of acquisition of the Water System, the Corporation and the Town deem it necessary and desirable for the Corporation to issue its Municipal Facilities Revenue Bonds, Series 1990 (the "Bonds"), in the aggregate principal amount of $280,000; WHEREAS, in connection with the issuance of the Series 1990 Bonds, the Corporation and the Town will enter into a Town Lease, dated as of March 1, 1990 (the "Town Lease"), pursuant to which the Corporation will lease the Water System, consisting of the Real Property and the Personal Property (collectively, the "Leased Property") to the Town; WHEREAS, the Corporation has not made and does not intend to make any profit by reason of any business or venture in which it may engage or by reason of the assistance it renders the Town and in financing the costs of acquisition of the Water System and no part of the Corporation's net earnings, if any, will ever inure to the benefit of any person, firm or corporation except the Town; ~q~EREAS, the Bonds and any additional bonds will be secured by a Trust Indenture, dated as of March 1, 1990 (the "Indenture"), between the Corporation and The Valley National Bank of Arizona, as trustee (the "Trustee")~ WHEREAS, the Bonds will be secured by the Town Lease pursuant to which the Town will pledge certain excise, transaction privilege, franchise and income taxes as security for the payment of rental payments coming due thereunder; and WHEREAS, there have been placed on file with the Clerk of the Town and presented to this meetimg (1) the proposed form of the Town Lease, (2) the proposed form of the Indenture, (3) the form of Bond Purchase Contract (the "Purchase Contract"), between the Corporation and Peacock, Hislop, Staley & Given, Inc., and (4) the Official Statement relating to the Bonds (the "official Statement"). NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR A2~D COUNCIL OF THE TOWN OF M/tRANA, ARIZONA, THAT: Section 1. The Mayor and Council of the Town hereby find and determine that the financing of the costs of acquisition of the Water System and the issuance of the Bonds pursuant to the terms of the Town Lease and the Indenture is in furtherance of the pur- poses of the Town and in the public interest. Section 2. The forms, terms and provisions of the Town Lease, in the form of such document (including the exhibits thereto) presented at this meeting are hereby approved, with such insertions, omissions and changes as shall be approved by the Mayor of the Town, the execution of the Town Lease being conclusive evi- dence of such approval, and the Mayor and Clerk of the Town are hereby authorized and directed, for and on behalf of the Town, to sign and attest the Town Lease. Section 3. The forms, terms and provisions of the Inden- ture and the Purchase Contract in the form of such documents (including exhibits thereto) presented at this meeting are hereby approved, with such insertions, omissions and changes as shall be approved by the President and the Secretary-Treasurer of the Corpo- ration, the execution of such documents being conclusive evidence of such approval. Section 4. The Official Statement is hereby approved and confirmed. Section 5. The Town hereby requests the Corporation to take any and all action necessary in connection with the issuance and sale of the Bonds. Section 6. The Town hereby approves the issuance and delivery of the Bonds, as hereinafter described, by the Corpora- tion. The Bonds shall be designated "Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 1990." The Bonds shall be issued in an aggregate principal amount of $280,000. The Bonds shall be in the denomination of $5,000 or any integral multiple thereof, shall be dated as of March 1, 1990, and shall bear interest from such date payable on January 1 and July 1 of each year, commencing July 1, 1990, and shall be fully registered bonds without coupons as provided in the Indenture. The Bonds shall bear interest at the rates per annum and shall mature on July 1 in the years and principal amounts as follows: Interest Rate Principal Amount Year 7.55% $ 10, 7.65 10, 7.75 10 7.85 15 8.05 15 8.10 15 8.15 15 8.20 20 8.25 20 8.30 150 000 1995 000 1996 000 1997 000 1998 000 1999 000 2000 000 2001 000 2002 000 2003 000 2009 The form, terms and provisions of the Bonds and the pro- visions for the signatures, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Indenture and are hereby approved, with such insertions, omis- sions and changes as shall be approved by the President or Secretary-Treasurer of the Corporation, the execution of the Inden- ture by the President and the Secretary-Treasurer of the Corpora- tion being conclusive evidence of such approval. Section 7. The Town hereby requests the Corporation to sell the Bonds to Peacock, H/slop, Staley & Given, Inc. (the "Pur- chaser") in accordance with the terms of the Purchase Contract and at the price specified therein. 3 Section 8. For the payment of the principal of, premium, if any, and interest on the Bonds, the Town hereby agrees to pay and transfer to the Trustee the rental payments provided for in Article I of the Town Lease and the other amounts required to be paid by the Town pursuant to the provisions of the Town Lease. Section 9. To secure the payment of the rental payments provided for in Article I of the Town Lease and the other amounts required to be paid by the Town pursuant to the provisions of the Town Lease, the Town hereby pledges for the payment of the rental payments thereunder all excise, transaction privilege, franchise and income taxes which it now collects, which it may collect in the future, or which are allocated or apportioned to the Town by the State of Arizona or any political subdivision thereof, or by any other governmental unit or agency, EXCEPT the Town's share of any excise and franchise taxes which by Arizona law, rule or regulation must be expended for other purposes, such as the motor vehicle fuel tax. The Town intends that this pledge shall be a first lien upon such amounts of said taxes and revenues as will be sufficient to make the rental payments pursuant thereto each month, and the Town agrees and covenants to make said payments from such tax receipts and revenues, except to the extent that it chooses to make such payments from other funds pursuant to Section 3.02 of the Town Lease. The Town further covenants and agrees that, to the extent permitted by law, the excise, transaction privilege and franchise taxes which it presently imposes will be retained and maintained so that the amount of all such taxes received from such sources plus the amount of other such taxes allocated to it by any other governmental unit, all within and for the next preceding fiscal year, shall be equal to at least two (2) times the total of rental payments payable thereunder in any current fiscal year. The Town further covenants and agrees that if such receipts for any such preceding fiscal year shall not equal two (2) times the rental payments requirements of any current fiscal year, or if at any time it appears that the current receipts will not be sufficient to meet the rental payments requirements thereunder, it will either impose new excise, transaction privilege and franchise taxes or will in- crease the rates for such taxes currently imposed in order that (i) the current receipts will be sufficient to meet all current requirements thereunder, and (ii) the current year's receipts will be reasonably calculated to attain the level as required above for the succeeding fiscal year's rental payments requirements. Section 10. The Town, for itself, its successors and assigns, covenants and agrees with the registered owners and holders of the Corporation's Bonds to be issued under the Indenture, that so long as any of said Bonds remain outstanding and the principal and interest thereon shall be unpaid or unprovided for, it will not further encumber the taxes pledged under Article III of the Town Lease on a basis equal to the first lien pledge unless the taxes collected in the next preceding fiscal year shall have amounted to at least two (2) times the highest combined 4 interest and principal requirements for any succeeding twelve (12) months' period for all Bonds then outstanding, and any parity bonds or other obligations so proposed to be secured by a pledge of these taxes. Section 11. The obligation of the Town to make the rental payments provided for in Article I of the Town Lease and to make other payments due under the Town Lease is limited to payment from the sources of taxes pledged therefor and the obligations of the Town under the Town Lease shall not constitute nor give rise to a general obligation of the Town or any claim against its ad valorem taxing powers, or constitute an indebtedness within the meaning of any statutory or constitutional debt limitation applicable to the Town. Section 12. In consideration of the purchase and accep- tance of the Bonds by the registered owners and holders thereof from time to time, and as authorized by Title 35, Article 7, Arizona Revised Statutes, as amended, and in consideration of retaining the exemption from federal income taxes of the interest income on the Bonds, the Town covenants and agrees, and the appro- priate officials of the Town are hereby directed, to take all action required, or to refrain from taking any action prohibited, by the Internal Revenue Code of 1986, as amended (the "Code"), including, without limitation (i) to meet the arbitrage rebate provisions of the Code (Section 148(f) of the Code), (ii) to make the required information filing pursuant to the Code (Section 149(e) of the Code), and (iii) to do all other things necessary to preserve the tax exempt status of the interest income on the Bonds. Section 13. The aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued or to be issued by the Town (and all subordinate entities thereof) during the calendar year 1990 is not reasonably expected to exceed $5,000,000. Section 14. The Town hereby designates the Bonds as qualified tax-exempt obligations within the meaning of and pursuant to the provisions of 265(b) of the Code and the Town represents and warrants to the registered owners and holders of the Bonds that the reasonably anticipated amount of qualified tax-exempt obligations (other than private activity bonds) which will be issued by the Town during the calendar year 1990 will not exceed $10,000,000. Section 15. The Town covenants that it will do all things necessary to assist the Corporation in the issuance and delivery of the Bonds. 5 Section 16. After any of the Bonds are delivered by the Trustee to the Purchaser thereof upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the Bon4s and the interest thereon shall have been fully paid, cancelled and discharged. SectioD 17. If any section, paragraph, clause or provi- sion of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such sec- tion, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 18, All 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 resolution or ordinance or any part thereof. Section 19. The immediate operation of this Resolution is necessary for the preservation of the public health and welfare and an emergency is hereby declared to exist, and this Resolution shall be in full force and effect from and after its passage and approval by the Mayor and Council of the Town of Marana, Arizona, as required by law. PASSED AND ADOPTED this 27th day of February, 1990. (S AL) ATTEST: ./..i!/t~ f~ Clerk, Town of M~rana, Arizona Mayor, Town of Marana, Arizona APPROVED AS TO FORM 22842011.MIS/022490