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HomeMy WebLinkAbout98-257 RESOLUTION NO. 98-257 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE, A LEASE-PURCHASE AGREEMENT, A TRUST AGREEMENT, A PURCHASE CONTRACT, A CONTINUING DISCLOSURE CERTIFICATE AND ANCILLARY DOCUMENTS; APPROVING THE ISSUANCE AND SALE OF CERTIFICATES OF PARTICIPATION, SERIES 1998, EVIDENCING A PROPORTIONATE INTEREST IN LEASE PAYMENTS MADE PURSUANT TO THE LEASE-PURCHASE AGREEMENT; PROVIDING FOR THE PREPAYMENT OF CERTAIN OUTSTANDING LEASES; RATIFYING THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING TI:liE FINALIZATION, EXECUTION AND DISTRIBUTION OF AN OFFICIAL STATEMENT; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO TIlE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS RESOLUTION. WHEREAS, Mohave County, Arizona (the "County") is the Lessee under the following Lease-Purchase Agreements (collectively, the "Prior Leases"): 1. The Lease-Purchase Agreement dated as of July 1, 1989 by and between the Mob. ave County Municipal Property Corporation and the County (the "1989 Lease"); 2. The Lease-Purchase Agreement dated as of December 1, 1990 by and between the Mohave County Municipal Property Corporation and the County (the "1990 Lease"), and 3. The Lease-Purchase Agreement dated as of February 1, 1994 by and between U.S. Bank Trust National Association (successor to Bank of America, Arizona, as substitute trustee for Bank One, Arizona, NA) and the County (the "1994 Lease"); and WHEREAS, the County owns two parcels of real property (the "County Property") and has the right to acquire a parcel of property (the "Library Site" and collectively with the County Property, the "Real Property") and desires to (1) have constructed on the Real Property (a) a Juvenile Detention Facility, Co) a Library, (c) Court Facilities and (d) related improvements, including, fur~.'tare, fixtures and equipment therefor (collectively, the "Project") and (2) provide for the payment of the Prior Leases; and WHEREAS, the County will lease the County Property to Norwest Bank Arizona, N.A., in its capacity as trustee (the "Trustee"), pursuant to a Ground Lease dated as of June 1, 1998 (the "Ground Lease") and will assign its rights to acquire the Libra~ Site to the Trustee pursuant to an Assignment of Purchase Contract (the "Assignment of Purchase Contract") to allow for the financing of the Project and the payment of the Prior Leases; and WHEREAS, the Trustee will facilitate the financing of the Project and the payment of the Prior Leases through the issuance and sale of $10,330,000 aggregate principal amount of Certificates of Participation, Series 1998, to be dated as provided herein (the "Certificates"), by the KCH 260359,01 061298 Trustee, evidencing proportionate interests of the owners thereof in the lease payments and prepayments to be made pursuant to a Lease-Purchase Agreement dated as of June 1, 1998 (the "Lease-Purchase Agreement") by and between the County and Norwest, as lessor, said Certificates to be issued pursuant to a Trust Agreement, dated as of June 1, 1998 (the "Trust Agreement") by and among the Trustee and the County; and WHEREAS, for the security of the owners of the Certificates, the Trustee will hold its interests in the Ground Lease, the Lease-Purchase Agreement, the Real Property and the Project in trust pursuant to the Trust Agreement; and WHEREAS, Peacock, Hislop, Staley & Given, Inc. (the "Original Purchaser") has offered to purchase the Certificates pursuant to a Certificate Purchase Contract to be dated the date of sale of the Certificates (the "Certificate Purchase Contract"), by and among the County, the Trustee and the Original Purchaser; and WHEREAS, there have been placed on file with the County and presented at this meeting the proposed forms of the following documents: (i) Ground Lease; (ii) Lease-Purchase Agreement; (iii) Trust Agreement; (iv) Certificate Purchase Contract; (v) Assignment of Purchase Contract, (vi) a Preliminary Official Statement dated May 28, t998 (the "Preliminary Official Statement"); and (vii) the Continuing Disclosure Certificate dated June 1, 1998 (the "Continuing Disclosure Certificate"). NOW~ THEREFORE~ BE IT RESOLVED BY THE BOARD OF SUPER- VISORS OF MOHAVE COUNTY, ARIZONA, THAT: Section 1. This Board finds and determines that providing for payment of the Prior Leases and the financing of the costs of acquisition, construction and equipping of the Project pursuant to the terms of the Lease-Purchase Agreement, the Ground Lease, the Trust Agreement, the Continuing Disclosure Certificate and the Assignment of Purchase Contract is in furtherance of the purposes of the County and in the public interest. Section 2. The County hereby approves the issuance and sale of the Certificates. The Certificates shall be issued in the aggregate principal amount of $10,330,000. The Certificates shall be in the denomination of $5,000 or any integral multiple thereof, shall be dated the date of initial delivery to the Original Purchaser, and shall bear interest from such date payable on January 1 and July 1 of each year, commencing January 1, 1999, and shall be fully registered Certificates wi~out coupons as provided in the Trust Agreement. The Certificates shall bear interest at the rates per annum and shall mature on July 1 in the years and principal amounts as follows: Interest Year Amount Rate 1999 $1,720,000 3.750% 2000 1,200,000 4.000% 2001 875,000 4.000% 2002 635,000 4.000% 2003 665,000 4.100% KCH 260359.01 061298 -2- 2004 700,000 4.200% 2005 420,000 4.300% 2006 440,000 4.400% 2007 450,000 4.500% 2008 475,000 4.600% 2009 500,000 4.625% 2010 525,000 4.625% 2011 550,000 4.800% 2012 575,000 4.800% 2013 600,000 4.900% The forms, terms and provisions of the Certificates and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Trust Agreement and are hereby approved. Each member of the Board of Supervisors of the County, the County Manager and the County's Finance Director, acting together or alone, are authorized to take such actions as are necessary to satisfy each condition of the transaction. Section 3. The form, terms and provisions of the Lease-Purchase Agreement, the Trust Agreement, the Ground Lease, the Assignment of Purchase Contract and the Continuing Disclosure Certificate, in substantially the form of such documents (including the exhibits thereto) on file with the County are hereby approved, with such insertions, omissions and changes as shall be approved by the Chairman or any other member of the Board of Supervisors of the County or the County Manager, the execution or acceptance of such documents being conclusive evidence of such approval and the performance by the County of the obligations contained in such agreements and the Certificates are hereby authorized and approved. The Chainnan or any other member of the Board of Supervisors of the County or the County Manager are hereby authorized and directed to execute and deliver the Lease-Purchase Agreement, the Ground Lease, the Trust Agreement, the Assignment of Purchase Contract, the Continuing Disclosure Certificate and any other certificates, instruments and receipts to complete the transactions contemplated by such agreements. Section 4. The form, terms and provisions of the Certificate Purchase Contract, in substantially the proposed form of such document on file with the County is hereby approved. The Chairman of the Board of Supervisors, any other member of the Board of Supervisors or the County Manager is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver to the Original Purchaser the Certificate Purchase Contract, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereofi Section 5. The County hereby requests the Trustee to take any and all actions necessaU to cause the execution and delivery of the Lease-Purchase Agreement, the Ground Lease, the Trust Agreement and the Assignment of Purchase Contract. The Trustee is hereby requested to take any and all action necessary in connection with the execution and delivery of the Trust Agreement, the Assignment of Purchase Contract, the sale, execution and delivery of the Certificates and the acquisition of the Library Site. KCH 260359.0l 061298 -3- Section 6. A portion of the proceeds of the Certificates, together with other amounts available to the County, will be transferred to the trustees with respect to the Prior Leases (the "Prior Trustees") and used to provide for payment of such Prior Leases and the Certificates sold, executed and delivered with respect thereto (the "Prior Certificates"). The Prior Certificates relating to the 1989 Lease and the 1990 Lease shall be redeemed on July 1, 1998. The Prior Certificates relating to the 1994 Lease will be redeemed on July 1, 1999. Upon transfer of the amounts necessary the Prior Leases will ten'ninate and the property subject to such leases shall be transferred to the County pursuant to the provisions for termination under the Prior Leases. The Trustee and the Prior Trustees are authorized and directed to take all actions necessary to redeem the outstanding Prior Certificates on the date specified above. Section 7. (a) (i) The Preliminary Official Statement dated May 28, 1998, is hereby ratified, approved and confirmed. The distribution by the Original Purchaser of the Preliminary Official Statement is hereby ratified, confirmed and approved. The Preliminary Official Statement is deemed to be final by the County as of its date and as authorized by the County's Manager or Finance Director within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). (ii) The County is authorized to prepare or cause to be prepared, and any member of the Board of Supervisors of the County is authorized and directed to approve and execute, on behalf of the County, a final Official Statement for use in connection with the offering and sale of the Certificates. The execution of such final Official Statement by any member of the Board of Supervisors of the County shall be conclusively deemed to evidence the approval of the status, form and contents thereof by the County and that such Official Statement is final for all purposes. The County Manager or Finance Director may execute and deliver such certificates as may be requested pertaining to the accuracy and truth, ness of the Official Statement. (b) (i) The County hereby agrees that it is the "Obligated Person" (as defined in the Rule) with respect to the Certificates and, therefore, subject to annual appropriation to cover the costs of preparing and mailing as necessary therefor, the County shall comply with and carry out all the provisions of the Continuing Disclosure Certificate with respect to the Certificates for purposes of the Rule. (ii) This Subsection 7Co) shall constitute a contract between the County and certain owners of the Certificates as described in the Continuing Disclosure Certificate. (iii) In the event of a failure of the County to comply with the provisions of this Section, certain owners of the Certificates described in the Continuing Disclosure Certificate may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the County to comply with its obligations under this Section. A default under this Section shall not be deemed an event of default for other purposes of this Resolution, the Ground Lease, the Lease-Purchase Agreement or the Trust Agreement, and the sole remedy under this Section in the event of any failure of the County to comply with the terms of the Continuing Disclosure Certificate shall be an action to compel performance. Section 8. The County Manager is authorized to obtain a municipal bond insurance policy, a reserve fund surety policy, and any other credit eahancement for the Certificates KCH 260359.01 061298 -4- and to enter into on behalf of the County, agreements providing for the repayment of amounts drawn under such policies or credit enhancement together with interest and costs fi.om the same funds as are available for payment on the Certificates. Section 9. All actions of the officers and agents of the County which conform to the purposes and intent of this Resolution and which further the issuance of the Certificates and the lease-purchase transaction between the Trustee and the County as contemplated by this Resolution and the Official Statement, whether heretofore or hereafter taken are hereby ratified, confirmed and approved, including without limitation the acceptance of fights in real property. The proper officers and agents of the County are hereby author/zed and directed to do all such acts and things and to execute and deliver all such documents on behalf of the County as may be necessary to carry out the terms and intent oft}ds Resolution and the Official Statement. .Section 10. The obligation of the County to make the Lease Payments (as such term is defined pursuant to the Lease-Purchase Agreement) does not constitute a general obligation or debt of the County, the State of Arizona or any political subdivision thereof for which the County, the State of Arizona or any political subdivision thereof is obligated to levy or pledge any form of ad valorem taxation; nor does the obligation to make Lease Payments under the Lease-Purchase Agreement constitute a general obligation or debt of the County, the State of Arizona or any political subdivision thereof within the meaning of the Constitution of the State of Arizona, statutes thereof or otherwise. The Lease-Purchase Agreement and the obligation to make Lease Payments is subject to the annual approval and appropriation by the Board of Supervisors of the County. The Board finds and determines that the rental payment paid by the Trustee to the County pursuant to the Ground Lease and the Lease Payments set forth on Exhibit A to the Lease- Purchase Agreemem paid by the County to the Trustee pursuant to the Lease-Purchase Agreement represents fair rental value of such leased property. Section 11. (a) In consideration of the purchase and acceptance of the Certificates by the owners of the Certificates thereof fi.om time to time and of retaining the exclusion from gross income for federal income taxes of the interest income on the Certificates as authorized by Title 35, Chapter 3, Article 7, Arizona Revised Statutes, as amended, it is hereby covenanted, and the appropriate officials of the County 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 and as supplemented by all applicable Treasury Regulations promulgated in connection with any applicable section thereof(collectively the "Code"), which would adversely affect in any respect such exclusion, including, particularly, but not by way of limitation, (i) to cause the Certificates to not be "private activity" bonds within the meaning of the Code (Section 141(a) of the Code), (ii)to cause the Certificates to not be "arbitrage bonds" within the meaning of the Code (Section 148(a) of the Code) or to be valid "reimbursement bonds" for purposes of the Code if proceeds of the sale of the Certificates are to be allocated to reimburse an expenditure that was paid prior to the date of issue of the Certificates (Section 1.103.18 of the Treasury Regulations), (iii) to comply with the provisions of the Code relating to rebate (Section 148(0 of the Code), (iv) to cause the Certificates not to be "federally guaranteed" within the meaning of the Code (Section 149(b) of the Code), (v) to make the required information filing pursuant to Code (Section 149(e) of the Code), and (vi) to make the required expenditures so that the Certificates shall not be deemed to be "hedge bonds" within the meaning of the Code (Section 149(g) of the Code). KCH 260359.01 061298 -5- (b) The County hereby represents and warrants that (i) the County has general taxing powers, (ii) the Certificates are not private activity bonds within the meaning of the Code, and (iii) 95 percent or more of the net proceeds of the Certificates shall be used for governmental activities of the County. Section 12. (a) 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. (b) After any of the Certificates are delivered by the Trustee to the Original Purchaser thereof upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the Certificates and the interest thereon shall have been fully paid, cancelled and discharged. (c) All orders, 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 order, resolution or ordinance or any part thereof. Section 13. All orders, resolutions and orders of this Board 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. Section 14. This resolution shall be in fal! force and effect from and after its passage and approval by this Board. PASSED AND ADOPTED on June 15, 1998. CERTiFiC~~I I, Pat Chastain, the Clerk of the Board of Supervisors Mohave County, Arizona, do hereby certify that the above and foregoing resolution was duly passed by the Board of Supervisors ofthe County at a regular meeting held on June l5,1998, andthevote was 3 aye'sand o nay's and that ,~ Board Members were present thereat. DATED: JUNE 15, 1998 ? KCH 260359.01 061298 -6-