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HomeMy WebLinkAbout88-018 RESOLUTION NO. 88-18 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $1,900,000 PRINCIPAL AMOUNT OF MOHAVE VALLEY ELEMENTARY SCHOOL DIS'I'RICT NO. 16 OF MOHA VE COUNTY, ARI ZONA, SCHOOL IMPROVEMENT BONDS, PROJECT OF 1987; PROVIDING FOR THE ANNUAL LE:VY OF A TAX FOR THE PAYMENT OF THE BONDS; ACCEPTING A PROPOSAL FOR THE PURCHASE OF THE BONDS; AND PRESCRIBING TERMS AND PROVISIONS AND APPOINTING A REGISTRAR AND PAYING AGENT WITH RESP]~CT TO THE BONDS. I WHEREAS, by the vote of a majOJ:' i ty of the qual if i ed electors of Mohave Valley Elementary School District No. 16 of Mohave County, Arizona (the "District"), voting at a special bond election held in and for the District on November 3, 1987, the issuance of $1,900,000 School Improvement Bonds, Project of 1987, of the District has been authorized; and WHEREAS, pursuant to thE~ request of the Governi ng Board of the District, $1,900,000 principal amount of such school improvement bonds are to be issued and sold at this time; NOW, THEREFORE, IT IS MOHAVE COUNTY, ARIZONA, RESOLVED BY AS FOLLOWS: THE BOARD OF SUPERVI SORS OF Section 1. Authorization. There is hereby authorized to be issued and sold an issue of bonds of the District in an aggregate principal amount $1,900,,000. The bonds so authorizE~d shall be designated Mohave Valley Elementary School District No. 16 of Mohav,e County, Arizona, School Improvement Bonds, Project of 1987 (the "Bonds"), and shall be issued and sold as directed by this Board in accordance with the provisions of applicable laws. I Sect ion ~~. Terms. The Bonds will be dated March I, 1988, and wi II bear interest from their date to the maturity of each of the Bonds at rates of not to exceed 10% per annum, the first interest payment date to be January 1, 1989, interest payable semiannually thereaft€!r on July 1 and January 1 during the term of the Bonds, the Bonds to be in the denomination of $5,000 each or integral multiples thereof, the Bonds to be in fully registered form. The Bonds will mature on July 1 in the years 1990 and 2001, inclusive as fo1Io~rs: YE!ar Amount Year Amount -- 1990 $ 75,000 1996 $150,OOO 1991 lOO,OOO 1997 150,000 1992 IOO,OOO 1998 2!50,OOO 1993 10O,OOO 1999 250,000 1994 100,000 2000 250,000 1995 100,000 2001 275,000 The Bonds shall be sold under the terms and conditions set forth in the Notice Inviting Proposals for the Purchase of Bonds heretofore adopted by this Board and shall have such terms and provisions as are set forth in such Notice and in this resolution, including the form of Bond attached as Exhibit A, which is a part of this resolution. I Section 3:. Prior Rede~ion. A. Redemption. Bonds: maturing on or before July 1, 1993, are not subject to call for r,edemption prior to maturi ty. Bonds maturing on or after July 1, 1994" are subject to call for redemption prior to maturity, in wholE~ or in part, on July 1, 1993, or on any inten~st payment date thereafter by the payment of the principal amount of each Bond callE~d for redemption plus accrued interest to the date fixed for redemption plus a premium payable from any source lawfully avai lablE~ therefor, the premi um to be computed as follows: I Redemption Dates Premium July 1, 1993 and January 1, 1994 3% July 1, 1994 and .January 1, 1995 2-1/2% July 1, 1995 and January 1, 1996 2% July 1, 1996 and .January 1, 1997 1-1/2% July 1, 1997 and January 1, 1998 1% July 1, 1998 and January 1, 1999 1/2 of 1% and thereafter without prE~mi um. B. Notice. Notice of redemption of any Bond will be mailed not more than 60 nor less than 30 days prior to the date set for redemption to the regisbered holder of the Bond or bonds being redeemed at the address shown on the bond register maintained by the registrar. c. Effect of Call for Redemption. On the date designated for redemption by notice given as herein provided, the Bonds so called for redempt ion shall become a.nd be due and payable at the redempt ion pr i ce provi ded for :redempt ion of such Bonds on such date, and., if moneys for payment of the redemption price and accrued interest are held in separate accounts by the paying agent, inten~st on such Bonds or portion of Bonds so called for redemption shall cease to accrue, such Bonds shall cease to be entitled to any benefit or security hereunder and the holders of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof and accrued interest and such Bonds shall be deemed paid and no longer outstanding. I D. Redemption of Less Than All of a Bond. The District may redeem an amount. which is included in a Bond in the denomination in excess of, but divisible by, $5,000. In that event, the registered owner shall submi t the Bond fOJr partial redemption and the paying agent shall make such partial payment and the Registrar shall cause to be issued a new Bond in a principal amount which reflects the redemption so made to be authenticated and delivered to the registered owner thereof. Section 4. Security. For the purpose of paying the principal of, interest on, premi um (i f any) on early redemption and costs of administration of the re9istration and payment of the Bonds there shall be levied on all the taxable property in the District a continuing, direct, annual, ad valorem tax sufficient to pay all such principal, interest, premium and administration costs on the Bonds as the same becomes due, such taxes to be levied, assessed and colll~cted at the same time and in the same mannE~r as other taxes an~ levied, assessed and coll'ected. The proceeds of the taxes shall be kept in a special fund entitled the Debt Service Fund of the District and shall be used only for the payment of principal, interest, premium (if any) and administration costs as above-stated. I Section 5. Use of Proceeds. The net proceeds from the sale of the bonds ,r after payment of the expenses of issuance, shall be set aside and deposi ted by the County Treasurer in a separate fund entitled the Building Fund of the District. This resolution shall be construed as consent of the Board of Supervisors to invest such fundsl pending use, in any of the securities allowed by A.R.S. S 15-102~i. The proce1eds of the Bonds shall be expended only for the purpose set forth in the ballot used at the special bond election wherein issuance of the Bonds was approved. Section 6. Form of Bonds. Pursuant to A.R.S. ~ 35-491, a fully regi stered bond form is adopted as an al ternat i ve to the form of bond provided in P..R.S. S 15-1023. A registrar and paying agent will be appointed for thE~ administration of the Bonds. The Bonds shall be in substantially the form of Exhibit "A", attached hereto and incorporated by reference herein, with such necessary and appropriate omissions, insertions and variations as are permitted or required hereby or by the Notice Inviting Proposa,ls for the Purchase of Bonds and are approved by those officers executing the Bonds and execution thereof by such officers shall constitute conclusive evidence of such approval. The Bonds may have notations, lE!gends or endorsements required by law, securities exchange rule or usage. Each Bond shall show both the date of the issue and the date of such Bond's authenticat ion and registration. I The Bonds are prohibi ted from bE:ing converted to coupon or bearer Bonds without the consent of the Board of Supervisors a.nd approval of bond counsel. Section 7'. Execut ion of Bonds. The Bonds shall be executed for and on behalf of the District by the President and attested by the Clerk of the Governing Board and countersigned by the Chairman of the Board of Supervisors of this County by their facsimile signatures. If an officer whose signature is on a Bond no longer holds that officl~ at the time the Bond is authenticated and registered, the Bond shall nevertheless be valid. A bond shall not be valid or binding until authenticated by the manual signature of an authorizE~d officer of the registrar. The signature of the authorized officer of the registrar shall be conclusive evidence that the Bond has been authenticated and issued under this resolution. I Section 8. Mutilated, Lost or Destroyed Bonds. In case any Bond becomes mutilated or destroyed or lost, the District shall cause to be executed and deliverE~d a ne"" Bond of like date and tenor in exchange and substitution for and upon cancellation of such mutilated Bond or in liE~u of and in substitution for such Bond destroyed or lost, upon the registered owner's paying the reasonable expenses and charges of the District in connection therewith and, in the case of the Bond destroyed or lost, filing with the County Treasurer by the registered owner evidence satisfactory to the Treasurer that such Bond was destroyed or lost, and furnishing the County Treasurer with a sufficient indemnity bond pursuant to ~ 47-8405, Arizona Revised Statutes. Sect ion 9. AcceptancE~ of Proposal. The proposal of Dean Wi t ter for the purchase of the Bonds is hereby accepted and the Bonds are hereby ordered sold to such purdhaser in accordance with the terms of such proposal and the terms and conditions of the Notice Inviting Proposals for the Purchase of Bonds. The count.y Treasurer is hereby authorized and directed to cause the Bonds to be del i vered t.o the purchaser upon receipt of payment therefor and satisfaction of the other conditions for delivery thereof in accordance with the terms of the sale. I Section 10. Registrar and Paying Agent. The District will maintain an office or <3lgency If/here Bonds may be presented for registration of transfer (the "Registrar") and an office or agency where Bonds may be presented for payment (the "Paying Agent"). The District may appoint onl9 or more co-registrars or one or more additional Paying Agents. The Registrar and Paying Agent may make reasonable rules and set reasonable requirements for their respective functions with respect to the holders of the Bonds. Ini t ially, Valley Nationa,l Bank of Arizona, Phoeni x, Arizona, is appointed to act as Registrar and Paying Agent with respect to the Bonds. The District may chanqe the Registrar or Paying Agent without notice to or consent of holders of the Bonds and the District may act in any such capacity. The Registrar I s fee payment agr'eement between the County and the District is hereby approved in substantially the form on file with the Clerk, to provide for the payment of the costs of registration and print ing of the Bond:5. The contract for Regi strar' s services is hereby approved in substantially the form on file with the Clerk to provide for the payment of Registrar's services. Upon full execution of the Registrar's fee payment agreement, the Chairman of this Board and the Treasurer are hereby authorized and directed to execute and deliver the contract. I Each Paying Agent shalL be required to agree in writing that the Paying Agent will hold in trust for the benefit of the holders of the Bonds all money held by the Paying Agent for the payment of principal of and interest and any premium on the Bonds. The Rl~gistrar may appoint an authenticating agent acceptable to the District to authenticate Bonds. An authenticating agent may authenticate Bonds whentaver the Registrar may do so. Each reference in this resoLltion to authentication by the Registrar includes authentication by an authenticating agent acting on behalf and in the name of the Registra.r and subject to the Registrar's direction. I The Registrar shall k,aep a register of the Bonds, the registered owners of: the Bonds and of transfer of the Bonds. When Bonds are presented to the Registrar with a request to register transfer, the Registrar shall register the transfer on the registration books if its requi rements for transfer are met and shall authenticate and deliver one or more Bonds regist.ered in the name of the transferee of the same principal amount, maturity and rate of interest as the surrender Bonds. The "Record Date" for the Bonds shall be the close of business of the Regist.rar on the 15th day of the month preceding an interest payment date. Bonds presented to the Registrar for transfer after the close of business on the Record Date and before the close of business on the next subsequent interest payment date will be registered in the name of the transferee but the interest payment will be made to the registered owners shown on the books of t.he Regi strar as of the close of business on the respective Record Date. The Registrar shall authenticatE~ Bonds for original issue up to $1,900,000 aggregate principal amount upon the written request of the County Treasurer. The Registrar shall keep a register of the Bonds and of their transfer. The aggregate principal amount of Bonds outstanding at any time may not exceed that amount. except for replacement Bonds as to which thtE~ requirements of the Regi strar and the District are met. Section 11. Resolution a Contract. This resolution shall constitute a contract. between the District and the registered owners of the Bonds and shall not be repealed or amended in any manner which would impair, imp,ede or lessen the rights of the registered owners of the Bonds then outstanding. I Section l2. Tax Covenants. In consideration of the purchase and acceptance of the Bonds by the owners thereof and, as authorized by Arizona Revised Statutes, Title 35, Article 7 enacted as Chapter 226, :Laws of 1986, and in consideration of retaining the exemption from fedlaral income taXE!S of interest income on the Bonds, the County covenants with the owners from time to time of the Bonds to neither take nor fail to take any action which action or failure to act is within its power and authority and would result in interest on the Bonds become subject to inclusion in gross income for federal income tax purposes. The County agrees that il: will comply with such requirements as in the opinion of Gust, Rosenfeld & Henderson ("bond counsel") are necessary to prevent interest on the Bonds becoming subject to inclusion in gross incoffi,e for federal income tax purposes. Such requirements may include but are not limited to making further specific covenants; making truthful certifications and representations and giving necessary assurances; complying with all representations, covenants and assurances contained in certificates or agreements to be prepared by bond counsel; to pay to the United States of America any required amounts representing rebates of arbitrage profits relating to the Bonds; filing forms, statements I I I laws; limiting the tl~rm of and yield on investments made with moneys relating to the Bonds; and limiting the use of the proceeds of the Bonds and property financed thereby. Section 13. Tax Exempt Obligations. The County hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986. The County hereby certifies that it reasonably anticipates that the aggregate amount of qualified tax-exempt obligations (as defined in Section 265 (b)(3)(B) of the Internal Revenue Code of 1986) which will be issued for or by the District in calendar year 1988 will not exceed $10,000,000. Section 14. Severability. If any section, paragraph, subdivision, sentencel, clause or phrase of this resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this resolution. The Board of Supervi sors hereby declares that it would have adopted this resolution and each and every other section, paragraph, subdivision, sentence, clause oJ(' phrase hereof and authorized the issuance of the bonds pursuant hereto irrespective of the fact that anyone or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this resolution may be held illeqal, invalid or unenforceable. Section 15. Ratification of Actions. All actions of the officers and agents of the District, the County or the Board of Supervisors which conform to the purposes dnd intent of this resolution and which further the issuance and sale of the Bonds as contemplated by th is resolut ion whether heretofore or hereafter taken are hereby ratified, confirmed and approved. Any changes made in the Notice Invi t ing Proposals for the Purchase of Bonds which do not conform to the prior order of this Board are hereby ratified. The proper officers and agents of the District and the County are hereby authorized and directed to do all such acts and things and to execute and deliver all such documents on behalf of the District as may be necessary to carry out the terms and intent of this resolution. PASSED, County, )\DOPTED AND APPROVED by the Board of Supervisors of Mohave Arizona, on February 22, 1988. MOHAV;:59U,.J~!,Y BC~," O~F J>~RVISORS / ~,""j/'~~/ ~t'- /, "- / I II_'{ ",,- / .{, .. 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