Extracted text (via pymupdf)
6800 characters
Resolution No. MPC 2023-01 Page 1 of 4 RESOLUTION NO. MPC 2023-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF CHANDLER MUNICIPAL PROPERTY CORPORATION AUTHORIZING THE EXECUTION AND DELIVERY OF A SPECIAL WARRANTY DEED AND RELATED DOCUMENTS TO MEMORIALIZE THE PRIOR REPAYMENT IN FULL OF MPC BONDS; AND APPROVING ALL ACTIONS HERETOFORE AND HEREAFTER TAKEN IN CONNECTION THEREWITH. WHEREAS, the City of Chandler Municipal Property Corporation (the “MPC”), an Arizona nonprofit corporation, was incorporated for the express purpose of assisting the City of Chandler, Arizona (the “City”), in acquiring land and constructing improvements thereon and in constructing and acquiring improvements upon land owned by the City, for use as a municipal complex consisting of a police department and jail, court room and offices, city administrative offices, a fire station and offices for other governmental functions; and WHEREAS, the MPC, in connection with its purposes described above, previously issued various series of its bonds (the “Prior MPC Bonds”) described on Exhibit A attached hereto pursuant to the Indenture, dated as of January 14, 1969 (the “Original Indenture”), between the MPC and The Valley National Bank of Arizona (the “Trustee”), as trustee, as thereafter supplemented and amended by certain supplemental indentures (collectively with the Original Indenture, the “Indenture”); and WHEREAS, in order to secure repayment of the Prior MPC Bonds, the MPC and the City entered into the Agreement, dated as of January 14, 1969 (the “Original Agreement”), as thereafter supplemented and amended by certain supplemental agreements (collectively with the Original Agreement, the “Agreement”); and WHEREAS, pursuant to the Indenture and the Agreement, certain real property and the improvements thereon were subject to a lien and encumbrance as partial security for repayment of the Prior MPC Bonds, and upon payment in full, the Trustee was tasked to deliver a special warranty deed to the City and thereby release and terminate the lien and encumbrance of the Indenture and the Agreement; and WHEREAS, the City made all payments due under the Agreement on or prior to August 12, 1992, and the final redemption date of the Prior MPC Bonds was on or prior to July 1, 1993; and WHEREAS, notwithstanding the redemption of the Prior MPC Bonds and the City satisfying all of its obligations under the Agreement, in certain cases the Trustee failed to deliver the special warranty deed, and therefore the Indenture and the Agreement incorrectly appear as a lien and encumbrance on certain parcels of City-owned real property and improvements; and Resolution No. MPC 2023-01 Page 2 of 4 WHEREAS, the Trustee no longer exists as a corporate entity, and the MPC now desires to remove the lien and encumbrance of the Indenture and the Agreement to clarify that the City owns free and clear title to the real property and improvements; and WHEREAS, in order to remove the lien and encumbrance of the Indenture and the Agreement, the MPC now desires to execute a special warranty deed to the City, in substantially the form of Exhibit B attached hereto; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of Chandler Municipal Property Corporation as follows: Section 1. The Board of Directors hereby determines that the Indenture and the Agreement, as described more fully in the special warranty deed substantially in the form of Exhibit B attached hereto, are terminated in accordance with their respective terms. Section 2. In order to remove the lien and encumbrance of the Indenture and the Agreement, the Board of Directors hereby approves the execution, delivery and recording of the special warranty deed, in substantially the form of Exhibit B attached hereto, and the President, or any other officer of the Board of Directors if the President is unavailable, is each hereby authorized and directed to execute the special warranty deed on behalf of the MPC. Any additions, modifications, deletions, or revisions to the form of the special warranty deed are hereby approved without further action by the Board of Directors, and the execution, delivery and recording of the special warranty deed by the authorized officer of the MPC in accordance herewith shall be conclusive evidence of the approval of the final form of the special warranty deed. Section 3. Any actions heretofore or hereafter taken by the Board of Directors or employees, officers or agents of the MPC in connection with the consummation of the transactions contemplated herein including, without limitation, the execution and delivery of additional documents or certificates and the engagement of professional consultants, are hereby ratified, confirmed and approved. Resolution No. MPC 2023-01 Page 3 of 4 PASSED, ADOPTED AND APPROVED by the Board of Directors of the City of Chandler Municipal Property Corporation on this 14th day of February, 2023. CITY OF CHANDLER MUNICIPAL PROPERTY CORPORATION, an Arizona nonprofit corporation President, Board of Directors ATTEST: Secretary, Board of Directors APPROVED AS TO FORM: Greenberg Traurig, LLP, Counsel to the MPC Exhibit A: Prior MPC Bonds Exhibit B: Form of Special Warranty Deed Resolution No. MPC 2023-01 Page 4 of 4 CERTIFICATION I, ________________________________, the duly appointed and acting Secretary of the City of Chandler Municipal Property Corporation, do hereby certify that the above and foregoing Resolution No. MPC 2023-01 was duly passed by the Board of Directors of the City of Chandler Municipal Property Corporation at a regular meeting held on February 14, 2023, and the vote was ___ ayes and ___ nays and that the President and ____ Directors were present thereat. DATED: February __, 2023. Secretary Resolution No. MPC 2023-01 Exhibit A EXHIBIT A PRIOR MPC BONDS $1,100,000 City of Chandler Municipal Property Corporation First Lien Bonds, Series 1969 $4,500,000 City of Chandler Municipal Property Corporation First Lien Bonds, Series 1983 $5,000,000 City of Chandler Municipal Property Corporation First Lien Bonds, Series 1985 $5,750,000 City of Chandler Municipal Property Corporation First Lien Bonds, Second Series 1985 $12,325,000 City of Chandler Municipal Property Corporation First Lien Refunding Bonds, Series 1986 $3,600,000 City of Chandler Municipal Property Corporation Taxable First Lien Bonds, Series 1987 $4,100,000 City of Chandler Municipal Property Corporation First Lien Bonds, Second Series 1987 Resolution No. MPC 2023-01 Exhibit B EXHIBIT B FORM OF SPECIAL WARRANTY DEED (Attached)