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HomeMy WebLinkAboutRES 04-02RESOLUTION NO.04-02 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION,PINAL AND MARICOPA COUNTIES,ARIZONA,APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN REPAYMENT AGREEMENT,A FINANCIAL GUARANTY AGREEMENT AND A CONTINUING DIS- CLOSURE UNDERTAKING;ACCEPTING A LOAN FROM THE GREATER ARIZONA DEVELOPMENT AUTHORITY PURSUANT TO SUCH LOAN REPAYMENT AGREEMENT IN AN AMOUNT NOT TO EXCEED $7,200,000;AUTHORIZING THE APPROVAL OF THE PORTIONS OF AN OFFICIAL STATEMENT DESCRIBING THE CITY AND THE DISTRUBUTION AND USE THEREOF;DELEGATING TO THE CITY MANAGER OF THE CITY THE AUTHORITY TO DESIGNATE THE FINAL INTEREST RATE,MATURITY DATE,PRINCIPAL AMOUNT,PREPAYMENT PROVISIONS AND OTHER MATTERS WITH RESPECT TO SUCH LOAN REPAYMENT AGREEMENT;AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION;AND DECLARING AN EMERGENCY. WHEREAS,the Council of the City of Apache Junction,Arizona,(the "City") has determined that it will be beneficial to its citizens to finance or refinance the costs of a multi -generational recreation center and city hall/court complex for the City (collectively,the "Project");and WHEREAS,in order to finance the costs of the Project,the Council of the City deems it necessary and desirable to borrow not to exceed $7,200,000 from the Greater Arizona Development Authority (the "Authority" or "GADA");and WHEREAS,in connection therewith,the City and the Authority shall enter into a Loan Repayment Agreement,to be dated as of the date determined as provided herein (the "Loan Agreement");and WHEREAS,in order to obtain the funds with which it will fund the Loan Agreement,the Authority will issue and sell its Infrastructure Revenue Bonds, Series 2004 (the "Authority Bonds");and WHEREAS,in connection with the issuance of the Authority Bonds,the City may be required to provide a surety bond or insurance policy for deposit into the "GADA Loan Reserve Fund"established pursuant to the Loan Agreement and in connection therewith may be required to execute and deliver a financial guaranty or similar agreement,to be dated as of the date of the Loan Agreement (the "Financial Guaranty Agreement"),with a bond insurance or surety bond company; and RESOLUTION NO.04-02 PAGE 1 OF 5 WHEREAS,with respect to the Authority Bonds,the City will be either an obligated person or a contingent obligated person for purposes of Securities and Exchange Commission Rule 15(c)212 and will be required to execute and deliver a Continuing Disclosure Undertaking,to be dated the date of initial delivery of the Authority Bonds (the "Undertaking");and WHEREAS,there have been placed on file with the Clerk of the City and presented at the meeting at which this Resolution was adopted:(1)the proposed form of the Loan Agreement:(2)the proposed form of the Undertaking;and (3)the proposed form of the Preliminary Official Statement relating to the Authority Bonds (the "Preliminary Official Statement"). NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION,ARIZONA,AS FOLLOWS: Section 1: The financing of the Project pursuant to the Loan Agreement is in furtherance of the public interest. Section 2: (A)The loan pursuant to the Loan Agreement is hereby accepted from the Authority in an amount of not to exceed $7,200,000.The principal amount of the Loan shall bear interest from the dated date of theLoan Agreement as provided in the Loan Agreement until the Loan is paid.Such principal amount shall be due and payable in installments on July 1 on the dates determined as provided herein. Such interest shall be payable on the interest payment dates and commencing on the date,in each case,determined as provided herein. (B)The City Manager of the City is hereby authorized and directed to determine on behalf of the City:(1)the dated date and total principal amount of the Loan (but not to exceed $7,200,000);(2)the final maturity schedule of the Loan;(3)the interest rate on the Loan and the dates for payment of such interest;(4)the provisions for prepayment of the Loan and (5)the provision for credit enhancement,i f any,for the Loan (as well as in each case the related provisions of the Loan Agreement and the Financial Guaranty Agreement including the form of the Financial Guaranty Agreement; provided,however,that such determinations must result in a yield RESOLUTION NO.04-02 PAGE 2 OF 5 as calculated for federal income tax purposes with respect to the Loan of not i n excess of seven percent (7.00%). (C)The form, terms and provisions of the Loan including the provisions for the payment shall be set forth in the Loan Agreement and are hereby approved. Section 3: The forms,terms and provisions of the Loan Agreement and the Undertaking,in substantially the forms of such documents (including the exhibits thereto) presented at the meeting at which this Resolution was adopted,as well as,i f necessary,the Financial Guaranty Agreement in a form and with provisions acceptable to the City Manager of the City,are hereby,as applicable,ratified and approved,with such insertions,omissions and changes as are not inconsistent herewith and as shall be approved by the Mayor and the City,the execution of such documents being conclusive evidence of such approval,and the Mayor and Clerk of the City are hereby authorized and directed,for and on behalf of the City,to sign and attest and deliver,respectively,the Loan Agreement,the Financial Guaranty Agreement (if necessary)and the Undertaking as well as any other documents necessary in connection therewith to provide for the Loan. Section 4: The portions of the Preliminary Official Statement describing the City are hereby "deemed final"for purposed of Securities and Exchange Commission Rule 15(c)212, the distribution and use of the Preliminary Official Statement by the Authority is in all respects hereby approved and confirmed,and the City Manager of the City is hereby authorized and directed to approve on behalf of the City the portions of a final official statement for use in connection with the offering and sale of the Authority Bonds (the "Official Statement")describing the City. Section 5: As further described in the Loan Agreement and Arizona Revised Statutes Annotated ("A.R.S.")§ 41-1554.06(D) (6)(a)as amended,the City hereby pledges to the amounts to come due under the Loan Agreement (and,as necessary,the Financial Guaranty Agreement)pursuant to,and with the limitations described in,the Loan Agreement,among other revenues,its moneys now or hereafter contributed, allocated and paid over to the City by the State of Arizona pursuant to A.R.S. §§ 42-5029 and 43-206,as amended (the "State Shared Revenues"),and the Excise Taxes"(as such terms are defined in the Loan Agreement).The obligation of the RESOLUTION NO.04-02 PAGE 3 OF 5 City to make the payments under the Loan Agreement does not constitute an obligation of the City or the State of Arizona,or any of its political subdivisions,for which the City of the State of Arizona,or any of its political subdivisions,is obligated to levy or pledge any form of property taxation nor does the obligation to make payments under the Loan Agreement constitute an indebtedness of the City 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 pledge of revenues from the State Shared Revenues and the Excise Taxes is subordinate to the existing pledge of the State Shared Revenues and the Excise Taxes as described in the Loan Agreement.) Section 6: (A)After the proceeds of the Loan are advanced to the City,this Resolution shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid,cancelled and discharged. (B)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. (C)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. Section 7: The immediate operation of this Resolution is necessary for the financing on the most attractive terms available to the City of the Project and the preservation of the public health and welfare;an emergency is hereby declared to exist;this Resolution shall be in full force:ancreffect,from and after its passage and approval by the Mayor .ancLcouncil of.the.,,City,as required by law and this Resolution is hereby exempt from the referendum provisions of the constitution and Taws of the State of -Arizona. RESOLUTION NO.04-02 PAGE 4 OF 5 PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA,THIS 3RD DAY OF 'FEBRUARY,2004. SIGNED AND ATTESTED TO THIS3RD DAY OF FEBRUARY,2004. DOUGLAS COVEMAN Mayor ATTEST: KATHLEEN CONNELLY City Clerk APPROVED AS TO FORM: •c::Ai D-3-04 RICHARD J.STERN City Attorney RESOLUTION NO.04-02 PAGE 5 OF 5