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HomeMy WebLinkAboutResolution 2002-044 combined operations center ground lease with honea F. ~ RODRIGUEZ, RECORDER RECORDED BY: M~D DEPUTY RECORDER 2403 PE2 SMARA TOWN OF MARACA ATTN: TOWN CLERK 13251 N LON ADAMS RD MARANA AZ 85653 DOCKET: PAGE: 4398 NO. OF PAGES: 4 SEQUENCE: 20020711083 04/12/2002 RESCOR 16:43 MAIL AMOUNT PAID $ 8.00 RESOLUTION NO. 2002-44 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF MARANA, ARIZONA, AUTHORIZING THE EXECUTION AND DELIVERY OF A COMBINED OPERATIONS CENTER PROPERTY GROUND LEASE AND SECOND AMENDMENT TO AMENDED AND RESTATED TOWN LEASE AND SERIES 1992 TOWN LEASE. WHEREAS, the Town of Marana Municipal Property Corporation, a nonprofit corporation incorporated and existing pursuant to the laws of the State of Arizona (the "Corporation"), was formed to transact any or ali 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 (the "Municipal Complex 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 (i) 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 "KLOS" (collectively, the "Second Water Systems"), consisting of certain real property and certain personal property (the "Second Water Systems 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, (Il) make certain road and related improvements, (III) acquire certain real property upon which to construct a town hail (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)(II), being referred to herein as the "Second Project"; and WHEREAS, the Corporation desires to assist 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 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 "KLOS," 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, thereafter and subsequent thereto, the Town 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 I, 2000 (the "Series 2000 Bonds"); and WHEREAS; in connection with the issuance of the Series 2000 Bonds, the Corporation entered into a First Supplement to Amended and 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 (ii) the Town (A) extended the lease of the Town Hall Property from the Corporation 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 Series 1997 Bonds, the Series 2000 Bonds and any additional obli- gations 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 (collectively, the "Indenture"), from the Corporation to Norwest Bank Arizona, N.A. (now Wells Fargo Bank Arizona, N.A.), as trustee (the "Trustee"), pursuant to which is pledged, among other 2 i i 4 things, rental payments made pursuant to the Base Town Lcase and the First 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 and, if the Series 2000 Guaranty Agreement (as such term is defined in the Indenture) and the Series 2000 Municipal Bond Insurance Policy (as such term is defined in the Indenture) remain in effect and the Series 2000 Insurer (as such term is defined in the Indenture) is not in default thereunder, of the Series 2000 Insurer, alter, modify or cancel, or agree or consent to alter, modify or cancel the First Supplement to Base Town Lease or any other agreements theretofore or thereafter entered into by the Corporation which relate to or affect the security of the Series 2000 Bonds; but, with the written consent of the Trustee and, if the Series 2000 Guaranty Agreement and the Series 2000 Municipal Bond Insurance Policy remain in effect and the Series 2000 Insurer is not in default thereunder, of the Series 2000 Insurer, the Corporation may consent to alterations and modifications thereof, provided that no such alterations or modifications will decrease the amounts available for payment of the Series 2000 Bonds or will render the income of the Corporation or the interest on the Series 2000 Bonds taxable to the recipient, and provided further that prior to giving its consent with respect to an alteration or modification of the First 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 mater/ally adverse to the interests of the owners of the Series 2000 Bonds, will not decrease the amounts of available for payment of the Series 2000 Bonds and will not render the income of the Corporation or the interest on the Series 2000 Bonds taxable under the income tax laws of the United States of America; and WHEREAS, pursuant to a Combined Operations Center Property Ground Lease and Second Amendment to Amended and Restated To~m Lease and Series 1992 Town Lease, to be dated as of April 1, 2002 (the "Second Amendment to Base Town Lease"), by and between the Corporation and the Town, among other things, certain amendments are being made to the First 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 Second Amendment to Base Town Lease; NOW, THEREFORE, BE 1T RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, THAT: Section 1. The Mayor and Council of the Town hereby find and determine that the approval and authorization of the execution and delivery of the Second Amendment to Base Town Lease is in furtherance of the purposes of the Town and in the public interest. Section 2. The form, terms and provisions of the Second Amendment to Base Town Lease, in 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, omissions and changes as shall be approved by the Mayor of the Town, the execution of such document being conclusive evidence of such approval, and the Mayor and Clerk of the Town are hereby authorized and directed, for and on behalf of the Town, to execute and deliver and attest, respectively, the Second Amendment to Base Town Lease. Section 3. The President and Secretary of the Corporation are hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver and attest, respectively, the Second Amendment to Base Town Lease as well as any other documents necessary in connection therewith. Section 4. The Town hereby requests the Corporation to take any and all action necessary in connection with the execution and delivery of the Second Amendment to Base Town Lease and covenants that it shall do all things necessary to assist the Corporation therein. Section 5. This Resolu'tion shall be and remain irrepealable until the Series 1997 Bonds and the Series 2000 Bonds and the interest thereon shall have been fully paid, cancelled and discharged. Section 6. 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 7. All orders and 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 order or resolution or any part thereof. PASSED AND ADOPTED by the Mayor and Town Council of the Town of Marana, Arizona this 2nd day of April, 2002. ATTEST: APPROVED AS TO FORM: Attorney and not personally 4 4