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HomeMy WebLinkAboutRes 2005-20 Town—MPC Refunding RESOLUTION NO. 2005-20 RESOLUTION RELATING TO FINANCE; RESCINDING RESOLUTION NO. 2004-58 ADOPTED ON NOVEMBER 4, 2004; APROVING THE ISSUANCE AND SALE OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, MUNICIPAL PROPERTY CORPORATION MUNICIPAL FACILITIES REVENUE REFUNDING BONDS, SERIES 2005; DELEGATING THE AUTHORITY TO APPROVE CERTAIN MATTERS WITH RESPECT TO THE BONDS AND THE BONDS BEING REFUNDED; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A REFUNDING SUPPLEMENT TO THE INDENTURE, A REFUNDING AMENDMENT TO THE LEASE- PURCHASE AGREEMENT, A DEPOSITORY TRUST AGREEMENT AND A CONTINUING DISCLOSURE UNDERTAKING; AUTHORIZING THE PREPARATION, EXECUTION AND APPROVAL OF PRELIMINARY AND FINAL OFFICIAL STATEMENTS; APPROVING THE PLEDGE OF EXCISE TAXES AS SECURITY FOR RENTAL PAYMENTS; SETTING CONDITIONS AND PARAMETERS WITH RESPECT TO SUCH SALE; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION INCLUDING THE EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED BY ANY PROVIDER OF CREDIT ENHANCEMENT; DELEGATING CERTAIN DUTIES; AND DECLARING AN EMERGENCY. WHEREAS, as of July 1, 2000, the Town of Fountain Hills, Arizona (the "Town") and the Town of Fountain Hills, Arizona Municipal Property Corporation (the "Corporation") entered into a Lease-Purchase Agreement recorded as Document Number 2000-0545783 in the office of the Maricopa County Recorder's Office (the "Lease-Purchase Agreement"); and WHEREAS, as of July 1, 2001, the Town and the Corporation entered into a First Amendment to Lease-Purchase Agreement recorded as Document Number 2001-1205691 in the Office of the Maricopa County Recorder's Office (the "First Amendment"); and WHEREAS, as of December 1, 2004, the Corporation and the Town entered into a Second Amendment to Lease-Purchase Agreement (the "Second Amendment") pertaining to the lease-purchase of the Phase II expansion of the Civic Center by the Town from the Corporation; and WHEREAS, the Corporation and Zions First National Bank (successor to National Bank of Arizona, which was successor trustee to BNY Western Trust Company), as trustee, entered into a Trust Indenture dated as of July 1, 2000 (the "2000 Indenture"); providing for the issuance of $4,680,000 of The Town of Fountain Hills, Arizona, Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2000 (the "Series 2000 Bonds"); and WHEREAS, the Corporation and the Trustee entered into a First Supplement to Trust Indenture dated as of July 1, 2001 (the "First Supplement") providing for the issuance of $7,750,000 of The Town of Fountain Hills, Arizona, Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2001 (the "Series 2001 Bonds"); and WHEREAS,the Corporation and the Trustee have entered into a Second Supplement to Trust Indenture dated as of December 1, 2004 (the "Second Supplement") providing for the issuance of $3,645,000 of The Town of Fountain Hills, Arizona, Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2004 (the "Series 2004 Bonds") to finance the Phase II expansion of the Civic Center; and SWR:gmh 565024.3 02/16/05 WHEREAS, the Town deems it in the best interests of the Town and the Corporation to refinance certain of the Corporation's outstanding Series 2000 Bonds, Series 2001 Bonds and the Series 2004 Bonds (the "Bonds Being Refunded"); and WHEREAS, the Bonds Being Refunded shall be refinanced pursuant to the terms of a Refunding Supplement to Trust Indenture, dated as of March 1, 2005 (the "Refunding Supplement") which provides for the issuance of not to exceed $10,000,000 aggregate principal amount of the Corporation's Municipal Facilities Revenue Refunding Bonds, Series 2005 (the "Refunding Bonds" or the "Bonds") and the revision of the schedule of rental payments due under the Lease (the "Rental Payments") by the Town to reflect the decreased debt service and corresponding Rental Payments, caused by the issuance of the Refunding Bonds; and WHEREAS, the Mayor and Council will receive a proposal for the purchase of the Refunding Bonds from RBC Dain Rauscher Inc. (as senior book-running manager) and Piper Jaffray& Co. (as co-managing underwriter) (collectively, the "Underwriter") in the form of bond purchase agreement now on file with the Town (the "Purchase Agreement") and the Town desires that the Refunding Bonds be sold through negotiation to the Underwriter on such terms as may hereafter be approved by the Town Manager or the Accounting Supervisor and agreed to by the Underwriter; and WHEREAS, the firm of Peacock, Hislop, Staley & Given, Inc. will serve as the Town's financial advisor (the "Financial Advisor") with respect to the Refunding Bonds sold to the Underwriter; and WHEREAS, by this resolution the Mayor and Council will approve a form of Purchase Agreement now on file and order the Purchase Agreement to be completed with the final terms of the Refunding Bonds and entered into among the Town, the Corporation and the Underwriter when the final terms have been determined for the sale of the Refunding Bonds; and WHEREAS, by this resolution the Mayor and Council will authorize the execution, issuance and sale of the Refunding Bonds to the Underwriter in accordance with the Purchase Agreement and at such prices, interest rates, maturities and redemption features as may be hereafter determined by the Town Manager or the Accounting Supervisor, with the advice of the Financial Advisor,and agreed to by the Underwriter;and WHEREAS, the Town and the Corporation now wish to and deem it necessary to: (1) enter into a Refunding Amendment to Lease-Purchase Agreement to be dated as of March 1, 2005 or the date of the Refunding Bonds (the "Refunding Amendment") (the Lease-Purchase Agreement as amended by the First Amendment, the Second Amendment and the Refunding Amendment shall be referred to as the "Lease"), in order to provide for the refunding of the Bonds Being Refunded; (2) approve the sale by the Corporation of its Refunding Bonds in a manner that is in the best interests of the Corporation and the Town, to be secured by Rental Payments made pursuant to the terms of the Lease, and issued pursuant to the 2000 Indenture, as supplemented by the First Supplement, the Second Supplement and the Refunding Supplement to Trust Indenture, dated as of March 1, 2005 or the date of the Refunding Bonds (the "Refunding Supplement") (collectively, the 2000 Indenture as supplemented by the First Supplement, the Second Supplement and the Refunding Supplement shall be referred to as the "Indenture"); and WHEREAS, there have been placed on file with the Town and presented to the Town Clerk at this meeting the forms containing substantially the final terms and provisions of the following documents: (i)the Refunding Amendment; (ii) the Refunding Supplement; (iii)the SWR:gmh 565024.3 02/16/05 -2- Continuing Disclosure Undertaking dated the date of the Refunding Bonds (the "Undertaking"); (iv)the proposed form of a Depository Trust Agreement to be dated March 1, 2005 or the dated date of the Refunding Bonds (the "Depository Trust Agreement") by and among Zions First National Bank, as depository trustee (the "Depository Trustee"), the Town and the Corporation; (v) a form of Purchase Agreement; and (vi) a preliminary official statement (the "Preliminary Official Statement") pertaining to the Refunding Bonds; and WHEREAS, the Town hereby adopts this Resolution and authorizes the Town Manager or Accounting Supervisor for the Town to complete the terms of the Refunding Amendment, the Refunding Supplement, the Depository Trust Agreement, the Undertaking and all other documents and certificates necessary for the issuance and sale of the Refunding Bonds in accordance with the provisions of the Official Statement relative to the Refunding Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS,ARIZONA, THAT: Section 1. Rescission of Resolution No. 2004-58. Resolution No. 2004-58 of this Mayor and Council is hereby rescinded in its entirety. Section 2. Findings and Determinations. The Mayor and Council find and determine that the refinancing of certain of the Corporation's Series 2000 Bonds, the Series 2001 Bonds and the Series 2004 Bonds and the issuance of the Refunding Bonds pursuant to the terms of the Lease, the Indenture, the entry into the Refunding Amendment, the Refunding Supplement, the Depository Trust Agreement and the Undertaking are all in furtherance of the Corporation and the Town's purposes, in the public interest and will decrease the amount of Rental Payments paid by the Town. Section 3. Authorization of the Refunding Bonds. The Mayor and Council hereby approves the sale, issuance and delivery of the Refunding Bonds by the Corporation. The Refunding Bonds shall be designated "Town of Fountain Hills, Arizona, Municipal Property Corporation Municipal Facilities Revenue Refunding Bonds, Series 2005" and shall be issued in a principal amount of not to exceed $10,000,000. The series designation of the Refunding Bonds may change if the Refunding Bonds are not issued in calendar year 2005. The Refunding Bonds will be dated such date as set forth in the Indenture and in the Purchase Agreement as completed, will mature on July 1 in some or all of the years 2005 through 2021, inclusive, and will bear interest from their date to the maturity or earlier redemption date of each of the Refunding Bonds provided that the Refunding Bonds, in the aggregate, shall have a yield (as determined for federal tax law purposes) not exceeding 4.5%. The present value savings (net of all costs of issuance of the Refunding Bonds) caused by the refinancing of the Bonds Being Refunded shall not be less than three percent (3%) of the aggregate principal amount of the Bonds Being Refunded. The Refunding Bonds shall be in the denomination of $5,000 or any integral multiples thereof; all Refunding Bonds shall be dated March 1, 2005, or such later date as is set forth in the official statement pertaining to the Refunding Bonds, and shall bear interest from such date payable on January 1 and July 1 of each year, commencing July 1, 2005 and shall be fully registered Bonds without coupons initially issued in book-entry form as provided in the Indenture. A blanket letter of representations relating to The Depository Trust Company's book-entry program and any contract required to implement such book-entry program has been signed on behalf of the Corporation. SWR:gmh 565024.3 02/16/05 -3- The forms, terms and provisions of the Refunding Bonds and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Indenture and as such, are hereby approved. The Town Manager or Accounting Supervisor is authorized to modify any terms or provisions of the Refunding Bonds, provided such terms and provisions are within the parameters of this Resolution. The Refunding Bonds shall be delivered to or upon the order of the Underwriter upon receipt of payment therefor. The officers, employees and attorneys of the Town and the Corporation are hereby vested with all power and authority to issue, sell and deliver the Refunding Bonds in accordance herewith and with the provisions of the Purchase Agreement. Section 4. Authorization of Documents. The form, terms and provisions of the Refunding Amendment, the Refunding Supplement, the Undertaking, the Purchase Agreement and the Depository Trust Agreement (including all exhibits thereto) are hereby approved in substantially the form of such documents presented at the meeting at which this Resolution was adopted or on file with the Town, with such insertions, deletions and changes as shall be approved by the Town Manager or the Accounting Supervisor of the Town, with the concurrence of the President of the Corporation. The Mayor, Vice Mayor, Town Manager or Accounting Supervisor of the Town, are each specifically authorized to insert the final terms and conditions of the Refunding Bonds in any of the foregoing documents, so long as such term and conditions are within the parameters of this Resolution. The Mayor, Vice Mayor, Town Manager or Accounting Supervisor of the Town, are each hereby authorized and directed to execute and deliver the documents approved by this Resolution which are to be executed by or for the Town and such other documents and instruments and make such certifications and declarations as are necessary to complete the transaction and the execution and delivery of such documents shall be conclusive evidence of such approval. Section 5. Refunding of Bonds Being Refunded. The refunding of the Bonds Being Refunded is hereby authorized. With the advice of the Financial Advisor, the Accounting Supervisor of the Town shall determine and identify the principal amounts and maturity dates of the Series 2000 Bonds, the Series 2001 Bonds and the Series 2004 Bonds which will constitute the Bonds Being Refunded, and the dates on which they shall be redeemed in advance of maturity. Proceeds of the Refunding Bonds will be deposited with the Depository Trustee, pursuant to the Depository Trust Agreement and invested in U.S. Government securities, the maturing principal and interest of which will provide for the payment of the debt service on the Bonds Being Refunded and the redemption of the Bonds Being Refunded on the dates set therefor. The Depository Trustee is authorized and directed, as provided in the Depository Trust Agreement, to transfer to the Depository Trustee such amounts at such times as necessary to make such payments. The Town Manager or Accounting Supervisor is hereby authorized and directed to transfer moneys on deposit with the Town that are to be used to pay Rental Payments due pursuant to the First Amendment, to the Depository Trustee to be used for the refinancing of the Series 2001 Bonds. The Town Manager or the Accounting Supervisor shall determine the amount of money to transfer in order to complete the refinancing authorized by this Resolution. Section 6. The Official Statement. The Preliminary Official Statement in substantially the form presented at the meeting at which this Resolution was adopted and on file with the Town Clerk is hereby approved for use with respect to the sale of the Refunding Bonds. The Town Manager or Accounting Supervisors shall oversee the final preparation of the Preliminary Official Statement. The Town Manager or Accounting Supervisor is hereby authorized to deem such preliminary official statement "final" for all purposes of Section SWR:gmh 565024.3 02/16/05 -4- 240.15c2-12, General Rules and Regulations, Securities Exchange Act of 1934 (the "Rule"), and its circulation and distribution by the Town and the Corporation are hereby approved. The Town and the Corporation are hereby authorized and directed to cause the final official statement (the "Official Statement") in substantially the form of the Preliminary Official Statement referred to above to be prepared and distributed with the initial issuance of the Refunding Bonds. The Mayor, Town Manager or Accounting Supervisor are hereby authorized to deem the Official Statement "final" for all purposes of the Rule and to approve, execute and deliver the Official Statement on behalf of the Town. Such execution shall be deemed conclusive evidence of approval of the Official Statement. Section 7. Continuing Disclosure. The Town hereby acknowledges that it is the "obligated person" (as defined in the Rule)with respect to the Refunding Bonds and agrees to comply with the requirements of the Rule as set forth in the Undertaking. The Town Manager, the Accounting Supervisor and other employees, agents and contractors of the Town are authorized to comply with the terms and provisions of the Undertaking. The Undertaking shall be for the benefit of the beneficial holders of the Refunding Bonds. To the extent now or hereafter permitted by law, the cost of compliance with the Rule and other terms and provisions of the Undertaking shall be paid from Town Excise Taxes (as defined in the Lease). The failure to provide therefor shall be a default under this section of this Resolution only and shall not be a default for purposes of the Lease or the Indenture. Section 8. Request for Trustee and Corporation Action. The Town hereby requests the Corporation and the Trustee to take any and all actions necessary to cause the 416, issuance, sale and delivery of the Refunding Bonds and the refinancing of the Bonds Being Refunded. The Town hereby requests the Corporation and the Trustee to take any and all action necessary in connection with the execution and delivery of the Refunding Amendment, the Refunding Supplement, the Undertaking, the Depository Trust Agreement and, if applicable, a debt service reserve fund policy agreement. The Trustee for the Series 2000, Series 2001 Bonds and the Series 2004 Bonds is authorized and directed to take all actions necessary to refund the Bonds Being Refunded, in accordance with instructions from the Town Manager or Accounting Supervisor of the Town. Section 9. Security for the Refunding Bonds. For the payment of the principal of, premium, if any, and interest on the Refunding Bonds and any other amounts due under the Lease or Indenture, the Town shall pay and transfer to the Trustee the Rental Payments provided for in the Lease and the other amounts required to be paid by the Town pursuant to the provisions of the Lease. In addition to other security provided for in the Indenture, the Town hereby absolutely and unconditionally pledges, on a first lien basis, the Town's Excise Taxes as security for the payment of all Rental Payments due under the Lease; provided, however, such lien shall be on a parity basis with the lien on Excise Taxes securing the Series 2000 Bonds, the Series 2001 Bonds and the Series 2004 Bonds. The obligation to make Rental Payments will not constitute an obligation of the ,,, Town for which the Town is obligated to levy or pledge any form of ad valorem taxation nor does the obligation to make Rental Payments under the Lease constitute an indebtedness of the SWR:gmh 565024.3 02/16/05 -5- 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. For all purposes of this Resolution the term "Excise Taxes" shall mean all unrestricted fines and forfeitures, licenses and permit fees, transaction privilege (sales) taxes, other transaction privilege, excise and business taxes, franchise fees and taxes, bed and rental taxes and income taxes which the Town now or in the future imposes and collects, and all state shared sales and income taxes and State revenue sharing collected and allocated or apportioned to the Town by the State or any political subdivision thereof, which are not required by State law, rule or regulation to be expended for other purposes. This Resolution and the execution and delivery of the Refunding Amendment shall be deemed an amendment to all assigned agreements (as defined in the Indenture) to include in the pledge of excise taxes all franchise fees, fines and forfeitures collected by the Town. The Town may, but is not obligated to, pay the Rental Payments from any other source of funds lawfully available therefor, including (a) for Rental Payments associated with refunding of the Series 2001 Bonds, the 0.2% Town sales tax which is dedicated to open space purposes, or open space development fees, and (b) for Rental Payments associated with refunding of the Series 2000 Bonds or the Series 2004 Bonds, development fees. Section 10. Resolution a Contract. Upon delivery of the Refunding Bonds to the initial purchaser thereof upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the Refunding Bonds and the interest thereon shall have been fully paid, cancelled and discharged. Section 11. Approving Insurance. The Town Manager or Accounting Supervisor is authorized to aid the Corporation in acquiring for the Refunding Bonds a financial guaranty insurance policy and to pay the Initial Insurance Premium (as defined in the Indenture), if the Town Manager or the Accounting Supervisor determines such policy is in the best interests of the Town and the Corporation. The Town Manager or the Accounting Supervisor may expend or provide for the reimbursement from Refunding Bond proceeds the amount required to purchase bond insurance or other credit enhancements for all or part of the Refunding Bonds. The Town Manager or the Accounting Supervisor and the Trustee are authorized and directed to pay or cause to be paid such premiums, fees or costs, together with all other fees, costs and expenses of issuance, from Refunding Bond proceeds. The Town Manager or the Accounting Supervisor is authorized to make such changes to the Refunding Amendment, Refunding Supplement and other agreements as may be requested by any provider of credit enhancement or the rating agencies if such changes are determined by the Town Manager or the Accounting Supervisor to be in the best interests of the Town and the Corporation. Section 12. Qualified Surety Obligation. The Town Manager or the Accounting Supervisor of the Town is hereby authorized and directed, if it is in the best interest of the Town and the Corporation, to obtain a Qualified Surety Obligation conforming to the requirements of the Indenture or provide cash in order to meet the Reserve Requirement. The Trustee is authorized and directed to accept the Qualified Surety Obligation or cash if such deposit complies with the Indenture. The Corporation and the Town and the officers thereof are 41I11w further authorized and directed to take such action and execute such documents and agreements, including the debt service reserve fund policy agreement or such other agreement for repayment SWR:gmh 565024.3 02/16/05 -6- of draws under the Qualified Surety Obligation, as may be necessary to obtain the Qualified Surety Obligation. Section 13. Issuance in One or More Series. If it is advantageous to the Corporation and the Town, as determined by the Town Manager or the Accounting Supervisor of the Town, the Refunding Bonds may be issued in more than one series from time to time, without further action of the Board or the Council, provided that the aggregate principal amount of all such series not exceed $10,000,000. If issued in more than one series, each series shall be designated to distinguish it from the others, and shall have such dated date, interest rates, maturity dates, principal amounts, redemption provisions and other terms as are determined pursuant to the provisions hereof, and all references herein to the Refunding Bonds, the Refunding Amendment, the Refunding Supplement and other documents shall also refer to the bonds and corresponding similar documents entered into from time to time for each separate series with such titles, dated date and other designations as may be appropriate to distinguish the documents of each series. The sale and issuance of the Refunding Bonds may be combined with the issuance and sale by the Corporation of any series of its bonds. Section 14. Redemption of Certain Bonds Being Refunded. Some or all of the maturities of the Bonds Being Refunded may be refunded. The Mayor and Council hereby determine that the maturities of the Bonds Being Refunded and the times that the Bonds Being Refunded will be redeemed will be determined by the Town Manager or the Accounting Supervisor and will be as set forth in the Official Statement. Section 15. Authorization and Ratification. All actions of the officers and agents of the Corporation, the Town which conform to the purposes and intent of this Resolution and which further the issuance and sale of the Refunding Bonds as contemplated by this Resolution, whether heretofore or hereafter taken are ratified, confirmed and approved. The proper officers and agents of the Town are authorized and directed to do all such acts and things and to execute and deliver all such documents on behalf of the Town as may be necessary to carry out the terms and intent of this Resolution. Section 16. Severability. 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. Section 17. Emergency. In light of the sensitivity of the refinancing to a change in interest rates and other reasons, the immediate operation of the provisions of this Resolution is necessary for the preservation of the public peace, health, life and property of the Town of Fountain Hills, an emergency is hereby declared to exist, and this Resolution shall be in full force and effect from and after its passage, adoption and approval by the Mayor and Council of the Town of Fountain Hills, and it is hereby exempt from the referendum provisions of the Constitution and laws of the State of Arizona. tlrr SWR:gmh 565024.3 02/16/05 -7- PASSED,ADOPTED AND APPROVED on February 17, 2005. Mayor, wn of Main Hills, Arizona ATTEST: Clerk, Town f F ntain Hills, Arizona, APPROVED AS TO FORM: GUST ROSENFELD P.L.C. 4C47514- Bond Counsel CERTIFICATION I, Bev Bender, the duly appointed and acting Clerk of the Town of Fountain Hills, Arizona, do hereby certify that the above and foregoing Resolution Noc S2Owas duly passed by the Mayor and Council of the Town of Fountain Hills, Arizona, at a regularly scheduled meeting held on February 17, 2005 and the vote was 7 aye's, 0 nay's and 0 absent, that the Mayor and Council Members were present thereat. DATE '1 /f2005. J6-0-d( Clerk, Town o; o ain Hills, Arizona SWR:gmh 565024.3 02/16/05 -8-