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HomeMy WebLinkAboutRes 2000-27TOWN RESOLUTION RESOLUTION NO.2000-27 RESOLUTION APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED $5,500,000 AGGREGATE PRINCIPAL AMOUNT OF THE TOWN OF FOUNTAIN HILLS,ARIZONA MUNICIPAL PROPERTY CORPORATION MUNICIPAL FACILITIES REVENUE BONDS,SERIES 2000;AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE,A LEASE-PURCHASE AGREEMENT,A TRUST INDENTURE,A PURCHASE CONTRACT,A LETTER OF REPRESENTATIONS,A CONTINUING DISCLOSURE CERTIFICATE,AN AGENCY AGREEMENT,AN ASSIGNMENT AGREEMENT AND ANCILLARY DOCUMENTS PERTAINING TO THE ISSUANCE OF THE BONDS;AUTHORIZING THE DELEGATION OF DUTIES TO CERTAIN OFFICERS;RATIFYING THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE FINALIZATION,EXECUTION AND DISTRIBUTION OF AN OFFICIAL STATEMENT;AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS RESOLUTION AND DECLARING AN EMERGENCY. WHEREAS,theTownof Fountain Hills,Arizona (the"Town")ownsparcelsof real property (the"Real Property")andis desirous of having constructed ontheReal Property a community center (collectively,the "Project");and WHEREAS,theTownhas caused tobe incorporated the Town of Fountain Hills, Arizona Municipal Property Corporation (the "Corporation")to facilitate the financing of the Projectthroughthe issuance andsaleofnotto exceed $5,500,000 aggregateprincipalamountof the Corporation's Municipal Facilities Revenue Bonds,Series 2000,tobe dated as provided herein (the "Bonds"),the Bonds tobe issued pursuant toa Trust Indenture,dated as of July 1,2000 (the "Trust Indenture")by and between a trustee tobe designated (the "Trustee")andthe Corporation; and WHEREAS,theTownwillleasetheReal Property tothe Corporation pursuant to a Ground Lease,dated as of July 1,2000 (the "Ground Lease"),byand between the Town and the Corporation,to allow the Corporation to finance the Project tobe constructed thereon and concurrent with the Ground Lease,the Town will lease back (with an option to purchase)theReal Property andthe Project pursuant tothe terms of a Lease-Purchase Agreement dated as of July1, 2000 (the "Town Lease")by and between the Corporation and the Town;and WHEREAS,therental payments made bythe Town tothe Corporation pursuant to the Lease-Purchase Agreement are secured bythe Town's pledge of its Excise Taxes (as defined inthe Town Lease)and,further,the Corporation has pledged the rental payments asthe source of payment forthe Bonds;and WHEREAS,forthe security of the owners of the Bonds and pursuant tothe terms ofan Assignment Agreement,dated as of July 1,2000 (the "Assignment Agreement"),byand between the Corporation andthe Trustee,the Corporation will assign tothe Trustee its interests in the Ground Lease,the Town Lease,the Real Property and the Project;and KCH:joy 281273.02 06/07/00 (WHEREAS,Peacock,Hislop,Staley &Given,Inc.(the "Original Purchaser")has offeredtopurchasetheBondspursuanttoaPurchaseContracttobedatedthedateofsaleofthe Bonds(the"PurchaseContract"),byandbetweentheCorporationandtheOriginalPurchaser whichprovidesfora Letter of Representations tobedatedthesamedatefromtheTown(the "Letterof Representations")totheOriginalPurchaser,andtheTowndesiresthattheCorporation selltheBondsthroughnegotiationtotheOriginalPurchaseronsuchtermsasmayhereafterbe determined and set forth in the Purchase Contract;and WHEREAS,theTownandtheCorporationwillenterintoanAgencyAgreement, datedasofJuly1,2000(the"AgencyAgreement"),toallowtheTown,asagentforthe Corporation,tocausethedesign,constructionandacquisitionoftheProject;and WHEREAS,therehavebeenplacedonfilewiththeTownandpresentedatthis meeting the proposed forms of the following documents:(i)Ground Lease;(ii)Town Lease; (iii)AgencyAgreement;(iv)TrustIndenture;(v)Purchase Contract,includingtheLetterof Representations;(vi)Assignment Agreement;(vii)a Preliminary Official Statement (the "PreliminaryOfficialStatement")withrespecttotheBonds;and(viii)aContinuingDisclosure CertificatetobedatedthedateofdeliveryoftheBonds(the"ContinuingDisclosureCertificate") from the Town; NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND COUNCIL OF TOWN OF FOUNTAIN HILLS,ARIZONA,THAT: Section1.TheMayorandCouncilfindanddeterminethatthefinancingofthe costsof acquisition,construction and equipping ofthe Project pursuant tothetermsoftheTown Lease,theGroundLease,the Trust Indenture,the Continuing Disclosure Certificate andthe Agency Agreement isin furtherance ofthepurposesoftheTownandinthepublicinterestand thattheProjectandthe manner of financing will enhance the standard oflivingwithintheTown. Section 2.TheTownhereby approves the issuance andsaleoftheBonds.The Bonds shallbe issued inthe aggregate principal amount of notto exceed $5,500,000.The Bonds shallbeinthe denomination of$5,000oranyintegralmultiplethereof,shallbedatedasofJuly1, 2000,orsuch later dateasthe President of the Corporation shall determine,and authenticated the date of initial delivery tothe Original Purchaser,and shall bear interest fromsuch dated date payablesemiannuallyeachyear,commencing no earlier thanJanuary1,2001,andshallbefully registered Bonds without coupons as provided inthe Trust Indenture.The Bonds shall bear interestattheratesper annum andshallmatureonthedates,intheyearsandprincipal amounts as are approved by the Mayor or other members of the Council and set forth in the Purchase Contract,the execution and delivery of the Letter of Representations tobe conclusive proof of such approval.No Bond shall mature later than 2020.The yield onthe Bonds,calculated for federaltax purposes,shallnot exceed 7.0%per annum. The Mayor and each member of the Council is hereby authorized and directed to determine and approve thefinal principal amount,maturity schedule,interest rates,redemption provisions and other terms of the Bonds and cause them tobeset forth inthe Purchase Contract andthe other documents.Inall other respects the forms,terms and provisions of the Bonds and KCHijoy 281273.02 06/07/00 NSigftiaX theprovisionsforthesignatures,authentication,payment,registration,transfer,exchange, redemptionandnumbershallbeassetforthintheTrustIndentureandareherebyapproved. The Mayor andeach member of the Council,theTown Manager andthe AccountingSupervisor,actingalone,areauthorizedtotakesuchactionsasarenecessarytosatisfy each condition of the transaction. Section3.Theform,termsandprovisionsoftheTownLease,theAgency Agreement,theTrust Indenture,the Ground Lease,the Assignment Agreement,the Purchase Contract andthe Continuing Disclosure Certificate,in substantially theformofsuch documents (including the exhibits thereto)onfilewiththeTownare hereby approved,withsuchinsertions, omissions and changes asshallbe approved bythe Mayor,any member of theCouncilorthe Town Manager,the execution and delivery of such documents being conclusive evidence ofsuch approvalandthe performance bythe Town of the obligations contained insuch agreements and the Bonds is hereby authorized and approved.The Mayor,any member of the Council orthe Town Manager are hereby authorized and directed to execute and deliver the Town Lease,the GroundLease,theAgency Agreement,the Continuing Disclosure Certificate andanyBonds, instruments and receipts to complete the transactions contemplated bysuch agreements. Section 4.Theform,termsandprovisionsoftheLetterofRepresentations,in substantiallytheproposedformofsuchdocumentonfilewiththeTownisherebyapproved. Upon completion ofthe Letter of Representations withthefinaltermsoftheBonds,theMayor, any member of the Council orthe Town Manager is hereby authorized and directed,forandinthe nameandon behalf ofthe Town,to execute and deliver tothe Original Purchaser the Letter of Representations,withsuchchangesthereinassuchofficermayrequireorapprove,suchapproval tobe conclusively evidenced bythe execution and delivery thereof. Section 5.TheTownherebyrequeststhe Corporation totakeanyandallactions necessary to cause the execution and delivery of the Town Lease,the Ground Lease,the Trust Indenture,the Assignment Agreement,the Purchase Contract andtheAgencyAgreement.The Accounting Supervisor is directed toobtain proposals from prospective trustees andtodesignatea trustee toactas Trustee forthe Bonds.The Trustee is hereby requested totakeanyandallaction necessary in connection withthe execution and delivery of the Trust Indenture andthe Assignment Agreement and the issuance and sale of the Bonds. Section 6.(a)(i)The Preliminary Official Statement isherebyapproved. The distribution bythe Original Purchaser of the Preliminary Official Statement is hereby authorized and approved.The Mayor,any member of the Council orthe Town Manager are each authorized and directed to deem the Preliminary Official Statement final as of its date within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). (ii)The Accounting Supervisor is authorized to prepare or cause tobe prepared,andthe Mayor,any member of the Council orthe Town Manager is authorized and directed to approve,deliver and execute,on behalf of the Town,afinal Official Statement tobe dated the date of the Purchase Contract (the "Official Statement"),in substantially the form of the Preliminary Official Statement with changes effected bythe sale of the Bonds forusein connection with the offering and sale of the Bonds.The execution of the Official Statement bythe KCHijoy 281273.02 06/07/00 -3- Mayor,any member ofthe Council ortheTown Manager shallbe conclusively deemedto evidence theapprovalofthestatus,formand contents thereof bytheTownandthattheOfficial Statement isfinalforall purposes.The Mayor,any member of the Council orthe Town Manager orthe Accounting Supervisor may execute and deliver such certificates asmaybe requested pertaining totheaccuracyand truthfulness oftheOfficial Statement. (b)(i)The Town hereby agrees that itisthe "Obligated Person" (as defined inthe Rule)with respect tothe Bonds and,therefore,the Town shall comply withand carry outallthe provisions of the Continuing Disclosure Certificate with respect totheBondsfor purposes of theRule(any costs associated with compliance withtheRuleshallbepaidfrom Excise Taxes). (ii)This Subsection 6(b)shall constitute a contract between the Town and certain owners of the Bonds as described inthe Continuing Disclosure Certificate. (iii)Inthe event of a failure of the Town to comply withthe provisions of this Section,certain owners of the Bonds described inthe Continuing Disclosure Certificate maytakesuch actions as may be necessary and appropriate,including seeking mandamus or specific performance by court order,to cause the Town to comply withits obligations under this Section.A default under this Section shallnotbe deemed an event of default for other purposes of this Resolution,the Ground Lease,the Town Lease orthe Trust Indenture,and the sole remedy under this Section inthe event of any failure of the Town to comply withthetermsofthe Continuing Disclosure Certificate shallbeanactiontocompel performance. Section 7.In addition to other security provided forinthe Trust Indenture,to secure the payment oftherental payments provided forinthe Town Lease andthe other amounts required tobe paid bythe Town pursuant tothe provisions ofthe Town Lease,the Town hereby pledges forthe payment of the rental payments thereunder,subject toall present andfuturerights of owners of bonds or other obligations payable from Excise Taxes (as defined inthe Town Lease) which enjoy alien,pledge or claim to Excise Taxes on parity with the claim of the Corporation,all Excise Taxes.The obligation to make rental payments willnot constitute an obligation of the Town for which the Town is obligated to levy or pledge any form of ad valorem taxation nordoes the obligation tomakerental payments under the Town Lease constitute an indebtedness of the Town or of the State of Arizona or any of its political subdivisions within the meaning of the Constitution of the State of Arizona or otherwise. The Mayor and Council findand determine thatthe consideration provided bythe Corporation tothe Town pursuant tothe Ground Lease represents fairrentalvalueofsuchleased property. Section 8.After any of the Bonds are delivered bythe Trustee tothe Original Purchaser hereof upon receipt of payment therefor,this Resolution shallbeandremain irrepealable untiltheBondsandthe interest thereonshallhavebeenfullypaid,cancelled and discharged. Section 9.The Mayor,any member of the Council,the Town Manager orthe Accounting Supervisor,on behalf oftheTownorthe Corporation,orboth,andthePresidentor KCH:joy 281273.02 06/07/00 -4- f any member ofthe Board of Directors ofthe Corporation,on behalf ofthe Corporation,may expend Bond proceeds to purchase bond insurance or other credit enhancements forallorpartof the Bonds andto approve,execute and deliver any agreements to reimburse any provider ofcredit enhancements for amounts drawn thereunder.The Accounting Supervisor andthe Trustee are authorized and directed to pay or cause tobe paid such premiums,feesor costs,together withall other fees,costs and expenses of issuance,from Bond proceeds. Section 10.(a)In consideration ofthepurchaseandacceptanceoftheBondsby the owners of the Bonds thereof from time totimeandof retaining the exclusion fromgross income for federal income taxes of the interest income onthe Bonds,itis hereby covenanted,and the appropriate officials of theTownare hereby directed,totakeallactionrequired,ortorefrain from taking any action prohibited,by the Internal Revenue Code of 1986,as amended andas supplemented byall applicable Treasury Regulations promulgated in connection withany applicable section thereof (collectively the"Code"),whichwould adversely affectinanyrespect such exclusion,including,particularly,but not by way of limitation,(i)to cause the Bonds tonot be "private activity"bonds within the meaning of the Code (Section 141(a)of the Code),(ii)to cause the Bonds to not be "arbitrage bonds"within the meaning of the Code (Section 148(a)of the Code)ortobe valid "reimbursement bonds"for purposes of the Code if proceeds of thesaleofthe Bonds aretobe allocated to reimburse an expenditure thatwas paid prior tothedate of issue of the Bonds (Section 1.103.18 of the Treasury Regulations),(iii)to comply with the provisions of the Code relating to rebate (Section 148(f)of the Code),(iv)to cause the Bonds nottobe "federally guaranteed"within the meaning of the Code (Section 149(b)of the Code),(v)tomakethe required information filing pursuant tothe Code (Section 149(e)of the Code),and(vi)tomakethe required expenditures so that the Bonds shall not be deemed tobe "hedgebonds"within the meaning of the Code (Section 149(g)of the Code). (b)The Town hereby represents and warrants that (i)the Town has general taxing powers,(ii)the Bonds arenot private activity bonds within the meaning ofthe Code,and (iii)ninety-five percent (95%)or more of thenet proceeds of the Bonds shallbeused for governmental activities of the Town. Section 11.Qualified Tax-Exempt Obligations.The Town hereby designates the Bonds as "qualified tax-exempt obligations"for purposes of Section 265(b)(3)of theInternal Revenue Code of 1986,as amended (the "Code").The Mayor will certify inthe closing certificates that itis reasonably anticipated thatthe aggregate amount of qualified tax-exempt obligations (as defined inSection265 (b)(3)(B)oftheCode)whichwillbeissuedfororbythe Town (including those issued fororbythe Corporation)in calendar year 2000willnot exceed $10,000,000. Section 12.All actions of the officers and agents of the Town which conform to the purposes andintentofthis Resolution andwhichfurtherthe issuance oftheBondsandthe lease-purchase transaction betweenthe Corporation andtheTownas contemplated bythis Resolution and the Official Statement,whether heretofore or hereafter taken are hereby ratified, confirmed andapproved.The proper officers andagentsoftheTownare hereby authorized and directed todoallsuchactsand things andto execute and deliver allsuch documents on behalf of theTownasmaybe necessary to carry outthetermsandintentofthis Resolution andtheOfficial Statement. KCHijoy 281273.02 06/07/00 -5- Section 13.(a)Ifanysection,paragraph,clauseorprovisionofthis Resolution shallforanyreasonbeheldtobeinvalidor unenforceable,the invalidity or unenforceability of suchsection,paragraph,clauseorprovisionshallnotaffectanyofthe remaining provisionsofthis Resolution. (b)Allorders,resolutions and ordinances orparts thereof incon sistent herewith are hereby waived tothe extent onlyofsuch inconsistency.This waiver shallnot beconstruedasrevivinganyorder,resolution or ordinance oranypartthereof. Section 14.Emergency Clause.The immediate operation ofthe provisions hereofisnecessaryforthepreservationofthepublicpeace,healthandsafetyandanemergencyis hereby declared to exist,and this Resolution will beinfull force and effect from and after its passagebythe Mayor andCouncilanditishereby excepted fromthe referendum provisionsofthe Constitution. PASSED AND ADOPTED on June 15,2000. ATTEST: Clerk APPROVED AS TO FORM: QtrqC vj -i^Jt^-y' Special Counsel KCHrjoy 281273.02 06/07/00 CERTIFICATION I,the Clerk of Town of Fountain Hills,Arizona,do hereby certify that the above and foregoing Resolution wasduly passed bythe Mayor and Council ofthe Town ata regular meeting heldonJune 15,2000,andthe vote was 1 aye's and &nay's andthat __~7 Council Members were present thereat. DATED:is-15-CTb (JMA .-2±±Llkss^—J Clerk,Town of Fountain Hills,Arizona KCH:joy 281273.02 06/07/00 -7-