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HomeMy WebLinkAboutRES 22-13 RESOLUTION NO. 22-13 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF CITY OF APACHE JUNCTION, ARIZONA, RELATING TO PREPAYING ALL OR A PORTION OF THE CITY'S PUBLIC SAFETY PERSONNEL RETIREMENT SYSTEM UNFUNDED LIABILITIES, BY: (1) APPROVING THE SALE AND EXECUTION AND DELIVERY OF PLEDGED REVENUE OBLIGATIONS, TAXABLE SERIES 2022, EVIDENCING A PROPORTIONATE INTEREST OF THE OWNERS THEREOF IN A PURCHASE AGREEMENT; (2) APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF NECESSARY AGREEMENTS, INSTRUMENTS AND DOCUMENTS RELATED TO THE SALE AND EXECUTION AND DELIVERY OF SUCH OBLIGATIONS; (3) ADOPTING CONTINUING DISCLOSURE COMPLIANCE PROCEDURES IN CONNECTION WITH ISSUANCE OF OBLIGATIONS OF THE CITY; (4) DELEGATING AUTHORITY TO THE MAYOR, THE CITY MANAGER AND THE FINANCE DIRECTOR OF THE CITY TO DETERMINE CERTAIN MATTERS AND TERMS WITH RESPECT TO THE FOREGOING; (5) AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; AND (6) DECLARING AN EMERGENCY WHEREAS, the mayor and city council of the City of Apache Junction, Arizona (the "City"') , have determined to fund: (i) all or a portion of the City's unfunded liabilities (the "Current Funding") with respect to the Arizona Public Safety Personnel Retirement System ("PSPRS"') and in connection therewith acquire the evidence of payment executed and delivered by PSPRS as a result of the Current Funding (the "Project" ) ; and (ii) amounts all or a portion of which will fund future portions of the City' s unfunded liabilities with respect to PSPRS or be transferred to PSPRS to be held for payment of amounts due from the City to PSPRS (each a "Future Funding") and in connection therewith acquire evidences of payment executed and delivered by PSPRS as a result of any Future Funding (collectively with the Project, the "Projects") , by entering into a Second Purchase Agreement, to be dated as of the first day of the month of the dated date of the hereinafter described Obligations established as provided herein (the "Purchase Agreement") , with a trustee bank authorized to exercise corporate trust powers in the State of Arizona appointed as provided herein, as trustee (the "Trustee") , in its separate capacity as "Seller" ; and WHEREAS, in connection with the Purchase Agreement, the mayor and city council of the City have deemed it necessary and desirable RESOLUTION NO. 22-13 Page 1 of 7 to provide for the sale and execution and delivery of pledged revenue obligations, to be designated "Pledged Revenue Obligations, Taxable Series 2022" (the "Obligations") , evidencing proportionate interests of the owners of the obligations in payments to be made by the City to the Trustee pursuant to a Second Trust Agreement, to be dated as of the first day of the month of the dated date of the Obligations established as provided herein (the "Trust Agreement") , between the Trustee and the City, such payments to be made pursuant to the Purchase Agreement; and WHEREAS, the payments represented by the obligations will be secured by amounts received under the Purchase Agreement pursuant to which the city will pledge the Pledged Revenues (defined in the Trust Agreement) ; and WHEREAS, the mayor and council of the City will receive a proposal from Stifel, Nicolaus & Company, Incorporated, serving in the capacity of and designated as the underwriter (the "Underwriter") , and has determined that the obligations should be sold through negotiation to the Underwriter on such terms as may hereafter be approved by the Authorized Representatives (as defined herein) ; and WHEREAS, pursuant to Rule 15c2-12 (b) (5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule") , Participating Underwriters (as defined in the Rule) are required to reasonably determine that issuers have entered into written undertakings to make ongoing disclosure in connection with offerings of obligations to investors subject to the Rule, including with respect to the Obligations, to be dated the date of the Obligations (the '*Undertaking" ) ; and WHEREAS, the mayor and council of the City hereby determine that procedures should be adopted in order to document practices and describe various procedures for preparing and disseminating such ongoing disclosure for the benefit of the holders of obligations of the City and to assist the Participating Underwriters in complying with the Rule and such written undertakings (the "Procedures" ) ; and WHEREAS, there have been presented to the Mayor and City Council of the City at the meeting at which this resolution is being adopted the proposed forms of : (1) the Purchase Agreement; (2) the Trust Agreement; (3) the Undertaking; (4) an obligation Purchase Contract, to be dated the date of the sale of the RESOLUTION NO. 22-13 Page 2 of 7 Obligations (the "Purchase Contract") , by and between the City and the Underwriter, for the purchase of the obligations; (5) the Preliminary Official Statement, to be dated the date of the dissemination thereof (the, "Preliminary official Statement") , relating to the Obligations, which, as to be revised after the sale of the Obligations, shall constitute the official Statement, to be dated the date of sale of the obligations (the "Official Statement") , relating to the obligations; and (6) the Procedures; and WHEREAS, financing the costs of the Projects pursuant to the Purchase Agreement is in furtherance of the purposes of the City and is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AS FOLLOWS: Section 1. (a) The execution and delivery of the obligations by the Trustee is approved. (b) The mayor, any other member of the council, the city manager and the finance director of the City or the designees of any of them (collectively, the "Authorized Representatives") are authorized to determine on behalf of the City: (1) the entity to serve as Trustee; (2) the aggregate principal amount of the Obligations (but not to exceed $27, 000, 000) ; (3) the date the Obligations are to be sold to the Underwriter; (4) the date the Obligations are to be dated; (5) the dates on which interest on the obligations is to be payable and the interest rates per annum the obligations are to bear (but not to exceed 5 . 0% per annum) ; (6) the dates the obligations are to become payable (but not later than a final stated payment date in 2038) , the principal amounts to become payable on such dates and the provisions for prepayment thereof in advance of such dates; and (7) the terms upon which the Obligations are to be sold to the Underwriter (including determinations of price, original issue discount and premium and underwriting compensation) . (c) The Authorized Representatives are further authorized to determine on behalf of the City whether the purchase of an insurance policy securing payment of the Obligations or a debt service reserve fund surety would be advantageous to the City or the terms of the financing represented by the obligations . The Authorized Representatives are authorized to negotiate with and RESOLUTION NO. 22-13 Page 3 of 7 secure, with proceeds of the obligations or otherwise, such an insurance policy, from one or more institutions, the claims-paying ability of which are then assigned one of the two highest rating categories by a nationally recognized credit rating agency. The Authorized Representatives are authorized to execute and deliver any instruments or documents necessary in connection with the purchase of any such insurance policy, including those making provision for the repayment of amounts advanced by the institutions issuing such insurance policy. (d) The form and other terms of the Obligations, including the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Trust Agreement and are approved. (e) The Procedures are hereby adopted to establish policies and procedures related to the purposes set forth in the Recitals hereto. The right to use discretion as necessary and appropriate to make exceptions or request additional provisions with respect to the Procedures as may be determined is hereby reserved. The right to change the Procedures from time to time, without notice, is also reserved. Section 2. The obligations are to be sold to the Underwriter pursuant to the terms of the Purchase Contract, such terms to be determined as provided hereinabove. Section 3. The forms, terms and provisions of the Purchase-Agreement, the Trust Agreement, the Purchase Contract and the Undertaking, in substantially the forms of such documents (including the Obligations and other exhibits thereto) presented at the meeting of the mayor and council of the City at which this resolution is being adopted are approved, with such final provisions, insertions, deletions and changes as determined as provided hereinabove, and shall be approved by the mayor of the City, any other member of the council, and, in the case of the Purchase Contract, the Authorized Representatives, the execution of each such document being conclusive evidence of such approval . The mayor of the City or any other member of the council and, in the case of the Purchase Contract, the Authorized Representatives, and the clerk of the City, where applicable, are authorized and directed, for and on behalf of the City, to execute and deliver and attest or approve the Purchase Agreement, the Trust Agreement, the Purchase Contract and the Undertaking, in each case as necessary and as applicable, and to take all action to carry out and comply with the terms of such documents . RESOLUTION NO. 22-13 Page 4 of 7 Section 4 . The distribution of the Preliminary Official Statement by the Underwriter is approved, and the official Statement in substantially the form of the Preliminary Official Statement, with such changes or revisions therein from the form of the Preliminary official Statement as may be approved by the Authorized Representatives, is approved, and the Authorized Representatives are authorized, empowered and directed, in the name and on behalf of the City, to execute and deliver the same to the Underwriter and to execute and deliver instruments confirming that the Preliminary official Statement is "deemed final" in accordance with the Rule. Section 5. The Trustee (including in its separate capacity as Seller) is requested to take any and all action necessary in connection with the execution and delivery of the Purchase Agreement and the Trust Agreement and the sale and execution and delivery of the obligations and is further authorized and directed to take such action as may be reasonable for the administration of the trust so held by it. Section 6. The covenants and agreements contained in the Purchase Agreement as to the pledge of and the lien on the Pledged Revenues and the restriction on the issuance of further parity obligations secured by revenues from the Pledged Revenues are approved and confirmed. Section 7. The Authorized Representatives and other officers of the City, on behalf of the City, are authorized and directed, without further order of the mayor and Council of the City, to do all such acts and things and to execute and deliver all such certificates, proceedings, agreements and other documents as may be necessary or convenient to be executed and delivered on behalf of the City to evidence compliance with, or further the purposes of, all the terms and conditions of this resolution and the consummation of the transactions contemplated hereby and as may be necessary to carry out the terms and intent of this resolution. Section 8. All actions of the officers and agents of the City which conform to the purposes and intent of this resolution and which further the sale and execution and delivery of the Obligations as contemplated by this resolution, whether heretofore or hereafter taken, are ratified, confirmed and approved. Section 9 . If any section, paragraph, clause or phrase of this resolution shall for any reason be held to be invalid or RESOLUTION NO. 22-13 Page 5 of 7 unenforceable, the invalidity or unenforceability of such section, paragraph, clause or phrase shall not affect any of the remaining provisions of this resolution. 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 10 . The immediate operation of the provisions of this resolution is necessary for the preservation of the public peace, health and safety of the City for the reason that the Obligations authorized herein must be sold immediately to secure the best, available economic terms therefor; an emergency is, therefor, declared to exist, and this resolution is enacted as an emergency and shall be in full force and effect immediately upon its passage by the mayor and council of the City, as required by law, and it is hereby exempt from the referendum provisions of the Constitution and laws of the State of Arizona. if this resolution is not approved by the affirmative vote of three-fourths of all the members of the city council and also approved by the mayor of the City, the foregoing declaration of an emergency shall be inoperative and this resolution shall not become operative until thirty days after its passage. After any of the obligations are delivered by the Trustee to the Underwriter and upon receipt of payment therefor, this resolution shall be and remain irrepealable until the Obligations and the interest and premium, if any, thereon shall have been fully paid, cancelled and discharged. PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, THIS fl DAY OF - -Mad , 2022 . SIGNED AND ATTESTED TO THIS 1-7 DAY OF jo , 2022 . ",071 WALTER "CHIP" WILSON Mayor ATTEST: JENNIFER PJAZA City Clerk RESOLUTION NO. 22-13 Page 6 of 7 APPROVED AS TO FORM: City Attorney RESOLUTION NO. 22-13 Page