HomeMy WebLinkAbout96-033
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RESOLUTION NO.
96-33
RESOLUTION AUTHORIZING AND PROVIDING FOR THE EXECUTION, ISSUANCE
AND SALE OF $7,270,000 AGGREGATE STATED PRINCIPAL AMOUNT OF
COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO.2 OF MORAVE
COUNTY, ARIZONA, REFUNDING BONDS, SERIES 1995, AND SUPPLEMENTAL
INTEREST CERTIFICATES APPERTAINING TO SUCR REFUNDING BONDS;
PROVIDING CERTAIN TERMS, COVENANTS AND CONDITIONS CONCERNING
THE BONDS AND CERTIFICATES; PROVIDING THE FORM OF BONDS AND
CERTIFICA TES; PROVIDING FOR THE DISPOSITION OF THE PROCEEDS OF SUCH
BONDS AND CERTIFICATES; PROVIDING FOR THE ANNUAL LEVY OF A TAX FOR
THE PAYMENT OF THE BONDS AND CERTIFICATES; ACCEPTING A PROPOSAL
FOR THE PURCHASE OF THE BONDS AND CERTIFICATES; APPOINTING A
REGISTRAR, TRANSFER AND PAYING AGENT WITH RESPECT TO Tm~ BONDS
AND CERTIF'ICA TES; APPROVING THE FORM OF CONTRACT FOR SUCH
REGISTRAR, TRANSFER AND PAYING AGENT AND AUTHORIZING EXECUTION
AND DELIVERY THEREOF; APPROVING A. DEPOSITORY TRUST AGREEMENT
FOR THE SAFEKEEPING AND HANDLING OF SECURITIES AND MONEYS TO BE
USED TO PAY THE BONDS BEING REFUNDED AND AUTHORIZING EXECUTION
AND DELIVERY THEREOF; MAKING CERTAIN TAX COVENANTS; APPROVING A
FEE PAYMENT AGREEMENT FOR PAYMENT TO THE COUNTY TREASURER OF
THE FEES AND COSTS OF THE REGISTRAR, TRANSFER AND PAYING AGENT
AND ARBITRAGE CONSULT ANTS; AND AUTHORIZING EXECUTION AND
DELIVERY THEREOF; APPROVING A BOND PURCHASE AGREEMENT AND
AUTHORIZING EXECUTION AND DELIVERY THEREOF; AUTHORIZING THE
REDEMPTIOl'l" OF ANY BOND BEING REFUNDED; RATIFYING ALL ACTIONS
TAKEN WITH RESPECT TO THE BONDS AND CERTIFICATES AND THE
PREPARATION AND DISSEM~ATION OF A PRELIMINARY OFFICIAL
STATEMENT; APPROVING A FORM OF OFFICIAL STATEMENT; AUTHORIZING
EXECUTION OF THE OFFICIAL ST A. TEl\1ENT; AND AUTHORIZING CIRCULATION
OF THE OFFICIAL STATEMENT.
\VHEREAS, Colorado River Union High School District No, 2 of Mohave
County, Arizona (the "District") has issued certain school improvement bonds and the Governing
Board of the District (the "Governing Board") has decided to provide for the refunding and, as
applicable, redemption of a certain amount of such bonds on or prior to their respective maturity
dates as set forth in Section 14 hereof (hereinafter referred to as the "Bonds Being Refunded");
and
WHEREAS, the Governing Board has determined that it is expedient 1:0 refund
the Bonds Being Refunded and that the issuance of refunding bonds and supplemental interest
certificates appeI1:aining thereto and the application of the net proceeds thereof to pay at maturity
or call for redemption the Bonds Being Refunded are necessary and advisable and are in the best
interests of the District because the proposed refunding bonds and supplemental interest
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. certificates appertaining thereto can be sold to effect a lower annual tax burden for the District's
taxpayers; and
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'VHEREAS, this Board finds that the issuance of refunding bonds and
supplemental interest certificates appertaining thereto is in the best interests of the District and
it is expedient to so issue such bonds and certificates; and
VVHEREAS, in accordan.ce with applicable law, the total aggregate of taxes levied
to pay principal and interest on such refunding bonds and supplemental interest certificates
appertaining thereto in the aggregate shall not exceed the total aggregate amount of principal and
interest to become due on the Bonds Being Refunded from the date of issuance of such refunding
bonds to the final date of maturity of the Bonds Being Refunded; and
WHEREAS, the Governing Board of the District has received a bid from
Peacock, Hislop, Staley & Given, Tnc, (the "Underwriter") and the District requested that the
bonds and certificates be sold through negotiation to the Underwriter; and
V\1HEREAS, by this resolution this Board will approve a bond and certificate
purchase agreement (the "Bond Purchase Agreement" or "Purchase Agreement") to be entered
into among the District, this Board and the Underwriter for the sale of such refunding bonds and
supplemental interest certificates appertaining thereto to the Underwriter; and
\VHEREAS, by this resoIution this Board will authorize the execution, issuance
and sale of such refunding bonds and certificates appertaining thereto to the Underwriter in
accordance with the Purchase Agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
SUPERVISORS OF MOHAVE COUNTY, ARIZONA, as follows:
S~~ction 1. Authorization, This Board authorizes to be issued and sold
$7,270,000 aggregate principal amount of Colorado River Union High School District No.2 of
Mohave County, Arizona, Refunding Bonds, Series 1995 (the "Bonds") and $550,000 aggregate
payment amount of Supplemental Interest Certificates appertaining thereto (the "Certificates"),
The Bonds and Certificates shall be issued and sold in accordance with the provisions of this
resolution and delivered against payment therefor by the Underwriter. The Bonds and
CeI1ificates are issued for the purpose of providing funds to be used to refund the Bonds Being
Refunded. This Board finds and determines that it is expedient, necessary and advisable that
the District restructure a portion of its outstanding bonded debt to lower the annual tax burden
for the District's taxpayers.
Section 2.
Terms, The Bonds shall constitute current interest Bonds.
A. The Bonds shall be dated January 1, 1996, and will mature on July 1 of the
years and in the principal amounts and will bear interest, other than supplemental interest
evidenced by the CeI1ificates, from their date to the maturity or earlier redemption of each of
the Bonds at the interest rates, in each case set forth in Exhibit C attached hereto.
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Interest on the Bonds (other than supplemental interest evidenct:d by the
Certificates) sha.ll be payable semiannually on January 1 and July 1 of each year, commencing
July 1, 1996 (each an "Interest Payment Date") during the term of the Bonds.
The Bonds shall be issued in authorized denominations of $5,000 of principal
amount or integral multiples thereof and shall be sold under the terms and conditions set forth
in the Bond Purchase Agreement.
The Bonds are transferable in the manner set forth in the form of Bond attached
as Exhibit A hereto and incorporated by reference herein.
Interest on the Bonds (other than supplemental interest evidenced by the
Certificates) will be payable on each Interest Payment Date by check mailed to the owner thereof
at such owner's address shown on the registration books maintained by the Registrar (as defined
hereafter). Interest shall be paid to such owner as of the close of business of the Registrar on
the fifteenth day of the month preceding an Interest Payment Date (the "Record Date"),
Principal of and premium, if any, on the Bonds will be payable, when due, upon
presentation and surrender of the Bond at the principal corporate trust office of the Registrar or
Paying Agent (as defined hereafter).
B, The Bonds shall also bear supplemental interest (represented by the
Certificates), The Certificates shall appertain to the Bonds and shall be paid on the dates and
in the amounts and represent the supplemental interest rates per annum as set forth in Exhibit
C attached hereto on the Bonds for the period commencing January 1 or July 1, as applicable,
immediately preceding the payment date through the day immediately prior to such payment
date, except that the Certificates payable on July 1\ 1996 represent "B" interest on the Bonds
from the date of issuance of the Bonds through June 30, 1996, For purposes of any disclosure
document, interest payable to the registered owners of the Bonds may be designated as "A"
interest and supplemental interest payments payable to the registered owners of the Ct:rtificates
may be designated "B" interest. The Certificates shall be in the form set forth in l~xhibit B
attached hereto. The registration books maintained by the Registrar shall show on a separate
register the owners of the Certificates.
The amount payable as supplemental interest represented by the Certificates will
be payable, when due, only upon presentation and surrender of the Certificate at the principal
corporate tnrst office of the Registrar or the Paying Agent.
The Bonds and Certificates are to be issued in fully registered form and shall be
sold under the terms and conditions set forth herein and in the Bond Purchase Agreement and
shall have such tenns and provisions as are set forth herein, therein and in the respective forms
thereof attached as Exhibits A and H hereto and incorporated by reference herein. The Bonds
and Certificates are transferable in the manner set forth in the forms of Bond and Certificate
. attached as Exhibits A and H hereto and incorporated by reference herein.
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Section 3.
Prior Redemption,
A, Certificates. The Certificates are not subject to prepayment prior to their
stated payment dates.
B. Bonds. The Bonds: maturing on or before July 1, 2002 are not subject to
redemption prior to their stated maturity. The Bonds maturing on or after July 1, 2003 are
subject to call for redemption prior to their stated maturity dates, at the option of the District,
in whole or in part, on July 1, 2002, or any interest payment date thereafter by the payment of
a redemption price equal to the principal amount of each Bond called for redemption plus
accrued interest to the date fixed for redemption pIus a premium (calculated as a percentage of
the principal amount of the Bonds to be: redeemed) to be computed as follows:
Redemption Dates
Premium
July 1, 2002 and January 1, 2003
July 1, 2003 and January 1, 2004
July 1, 2004 and thereafter without premium.
1.0%
0.5%
C. Notice of Redemption. Notice of redemption of any Bond will be filed with
the Paying Agent and mailed to the registered owner thereof at the address shown on the books
of the registrar not more than sixty (60) nor less than thirty (30) days prior to the n~demption
date. Failure to properly give notice of redemption shall not affect the redemption of any bond
for which notice: was properly given.
A second notice of redemption will be mailed no more than sixty (60) days after
the redemption date, by the same means as the first notice, to each registered owner of current
interest Bonds who has not tendered Bonds for redemption. Failure to send the second notice
shall have no effect on the validity of the call for redemption,
D. Effect of Call for Redemption" On the date designated for redemption by
notice given as herein provided, the Bonds or portions thereof so called for redemption shall
become and be due and payable at the redemption price provided for redemption of such Bonds
on such date, and, if moneys for payment of the redemption price are held in a separate account
by the paying agent, interest on such Bonds or portions of Bonds so called for redemption shall
cease to accrue, such Bonds or portions thereof shall cease to be entitled to any benefit or
security hereunder, the owners of such Bonds or p0l1ions thereof shall have no rights in respect
thereof except to receive payment of the redemption price thereof and such Bonds or portions
thereof shall be deemed paid and no longer outstanding.
E. 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 I $5,000.
In that event, the registered owner shall submit the Bond for 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.
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Section 4. Security. For the purpose of paying the principal of, interest on
(including supplemental interest evidenced by the Certificates) and costs of administration of the
registration and payment of the Bonds and Certificates, 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 and administration costs as the same becomes due, such taxes to be levied,
assessed and collected at the same time and in the same manner as other taxes are levied,
assessed and collected. Taxes levied with respect to the payment of principal of and interest on
the Bonds and the Certificates shall be limited as follows: the total aggregate of taxes levied to
pay principal of and interest on the Bonds and the Certificates in the aggregate shall not exceed
the total aggregate principal and interest to become due on the Bonds Being Refunded, calculated
from the date of issuance of the Bonds to the final maturity date of the Bonds Being Refunded;
and further, if the trust created to pay principal of and premium and interest on the Bonds Being
Refunded is insufficient to make such payments when due, any taxes levied to pay principal and
interest on the Bonds and the Certificat(~s shall first be applied to the payments of amounts due
on the Bonds Being Refunded. 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) or costs as above-stated,
This resolution shall be construed as consent of this Board to invest moneys in the
Debt Service Fund, subject to the provisions of Section 15 and any restrictions imposed by any
entity providing credit enhancement for the Bonds, in any of the securities allowed by A.R.S.
S 15-1025. This resolution shall constitute the continuing consent of this Board to such
investments and no further annual conslent need be given; provided, however, that this Board
may revoke such consent for any fiscal year after fiscal year 1995-96.
Upon the creation of th(~ trust for payment of the Bonds Being Refunded, all
moneys collecte:d thereafter during the current fiscal year which would otherwise have been
credited to the Interest and Redemption Funds for the Bonds Being Refunded shall be credited
to the Interest and Redemption Funds created to service the Bonds and Certificates.
Section 5. Use of Pr(~ceeds. Upon the delivery of and payment for the Bonds
and the Certificates in accordance with the terms of their sale, the net proceeds of the Bonds and
the Certificates, together with any premj:um paid by the purchaser for all Bonds, after payment
of the costs and expenses of their issuance, shall be set aside, together with any other funds of
the District required to pay the Bonds Being Refunded, in a special trust fund maintained by
Norwest Bank Arizona, N.A., as depository trustee (the "Depository Trustee") and shall be used
to pay, when due, principal of and interest on the Bonds Being Refunded, all as more fully
described in that certain Depository Trust Agreement dated as of January 1, 1996, the
"Depository Tmst Agreement"), and among the District, the Depository Trustee: and the
Treasurer of Mohave County (the "Treasurer"), Amounts credited to the trust, other than any
beginning cash balance, shall be invested immediately in obligations issued by or guaranteed by
the United States of America the maturing principal of and interest on which, together with any
beginning cash balance, shall be sufficient to pay the principal of and premium and interest on
the Bonds Being Refunded as the same becomes due at maturity or prior redemption as provided
herein.
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Any balance of the net proceeds of the Bonds and the Certificates remaining after
creation of the trust for the Bonds Being Refunded shall be transferred to the Interest and
Redemption Funds created for the Bonds and Certificates.
Section 6. Forms of Bonds and Certificates. Pursuant to A.R.S. ~ 35-491,
a fully registered bond form is adopted as an alternative to the form of bond provided in A.R.S.
~ 15-1023. A registrar and paying agent will be appointed for the administration of the Bonds
and the Certificates. The Bonds shall be in substantially the form of Exhibit A attached hereto
and incorporated by reference herein. The Certificates shall be in substantially the form of
Exhibit B attached hereto and incorporated by reference herein. In each, there may be such
necessary and appropriate omissions, insertions and variations as are permitted or required
hereby or by thc~ Bond Purchase Agreement and are approved by those officers executing the
Bonds and the Certificates; execution thereof by such officers shall constitute conclusive
evidence of such approval.
The Bonds and the Certificates may have notations, legends or endorsements
required by law, securities exchange: rule or usage. Each Bond and Certificate shall show both
the date of the issue and the date of such Bond's or Certificate's authentication and registration.
The Bonds and the Certificates are prohibited from being converted to (;oupon or
bearer form without the consent of this Board and approval of Gust Rosenfeld, bond counsel.
S(~ction 7.
Execution _of Bonds. .Certificates and Other Documents.
A. The Bonds and the Certificates shall be executed for and on behalf of the
District by its President and attested by its Clerk and countersigned by the Treasurer by their
manual or facsimile signatures. If an officer whose signature is on a Bond or Certificate no
longer holds that office at the time the Bond or Certificate is authenticated and registered, such
Bond or Certificate shall nevertheless be valid,
No Bond or Certificate shall be valid or binding until authenticated by the manual
signature of an authorized representative of the Registrar. The signature of the authorized
representative of the Registrar shall be conclusive evidence that such Bond or Certificate has
been authenticated and issued pursuant to this resolution,
B. This Board approves the form and orders and directs the execution of the
following contracts and agreements. each in substantially the form presented to this Board:
(1) The Registrar's Fee Payment Agreement;
(2) The Registrar, Transfer and Paying Agent's Agreement;
(3) The Depository Trust Agreement;
(4) The Bond Purchase Agreement.
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The Chairman of this Board (the "Chairman") or Treasurer, as applicable, are
authorized and directed to execute and deliver such agreements in substantially the form
presented to this Board with such necessary and appropriate omissions, insertions and variations
as are permitted or required hereby and are approved by those officers executing such agree-
ments on behalf of the District and the County. The Clerk of this Board is authorized and
directed to attest such signatures. Where applicable, any of the foregoing officers may affix their
signatures by manual, mechanical or photographic means.
C. The Chairman or the Treasurer, in conjunction with the authorized officers
of the District, are authorized to cause the final official statement to be executed and delivered
in connection with the sale of the Bonds and the Ct~rtificates.
Section 8. Mutilated. Lost or Destroved Bonds or Certificates. In case any
Bond or Certificate becomes mutilated or destroyed or lost, the District shall cause to be
executed and de~livered a new Bond or Certificate of like date, maturity or payment date,
principal or payment amount, interest rate or yield, and tenor in exchange and substitution for
and upon the cancellation of the mutilated Bond or Certificate or in lieu of and in substitution
for the Bond or Certificate destroyed or lost, upon the owner's paying the reasonable expenses
and charges of the District in connection therewith and, in the case of the Bond or Certificate
destroyed or lost, filing with the Treasurer by evid,ence satisfactory to the Treasurer that such
Bond or Certificate was destroyed or lost, and furnishing the Treasurer with a sufficient
indemnity bond pursuant to ~ 47-8405, Arizona Revised Statutes.
Section 9. Acceptance of Offer:: Sale of Bonds and Certificates: Bond
Purchase Al:reement Approval. The offer of the Underwriter for the purchase of the Bonds
and the Certificates is contained in the Bond Purchase Agreement submitted to and on file with
the Clerk of this Board and such offer is accepted. The Bonds and the Certificates an~ ordered
sold to the Underwriter pursuant to the Bond Purchase Agreement and the Chairman and Clerk
of this Board are authorized and directed to execute and deliver the Bond Purchase Agreement
to the Underwriter. Execution of the Bond Purchase Agreement by such officers shall be
conclusive evidence of approval.
The Treasurer is hereby authorized and directed to cause the Bonds and the
Certificates to be delivered to or upon the order of the Underwriter upon receipt of payment
therefor and satisfaction of the other conditions for delivery thereof in accordance with the terms
of the sale.
Seedon 10. Official Statement. The distribution by the Underwriter of a Pre-
liminary Official Statement dated December 14, 1995 (the "Preliminary Official Statement"), to
prospective investors is hereby ratified, confirmed and approved. The use and distribution by
the Underwriter of the final Official Statement dated on or about the date hereof (the "Official
Statement") in connection with the offering and sale of the Bonds and the Certificates is hereby
approved and authorized, The Official Statement shall be in substantially the form of the
Preliminary Official Statement on file with the Clerk of this Board with such changes or
amendments as approved by the persons signing the Official Statement. Execution of the
Official Statement by such persons shall constitute conclusive evidence of such approval. The
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Preliminary Official Statement was, and the Official Statement is deemed to be "final" by this
Board, based upon representations of the Governing Board of the District for all purposes of
Section 240.15<:2-12, General Rules and Regulations, Securities Exchange Act of 1934 (the
"Rule"),
Section 11. Re\:istrar ,!lnd Pavin~ A\:ent. The District will maintain an office
or agency where Bonds and Certificates may be presented for registration or transfer (the
"Registrar") and an office or agency where Bonds and Certificates may be presented for payment
(the "Paying Agent"). The District may appoint one 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 owners of the Bonds
and the Certificates.
Initially, Norwest Bartle Arizona, N ,A., Phoenix, Arizona, is appointed to act as
Registrar and Paying Agent with respect to the Bonds and the Certificates. The District may
change the Registrar or Paying Agent without notice to or consent of owners of the Bonds and
the Certificates and the District may act in any such capacity,
Each Paying Agent shall be required to agree in writing that the Paying Agent will
hold in trust for the benefit of the owners of the Bonds and the Certificates all moneys held by
the Paying Age:nt for the payment of principal of and interest on the Bonds (including
supplemental interest represented by the Certificates),
The Registrar may appoint an authenticating agent acceptable to the District to
authenticate Bonds and Certificates, An authenticating agent may authenticate Bonds and
Certificates whe~never the Registrar may do so. Each reference in this resolution to
authentication by the Registrar includes authentication by an authenticating agent acting on behalf
and in the name of the Registrar and subject to the Registrar's direction,
The Registrar shall keep separate registers for the Bonds and the Certificates.
Each register shall show the registered owners of the Bonds or the Certificates, as applicable,
and of any transfer of the Bonds or the Certificates, as applicable, When Bonds or Certificates
are presented to the Registrar or a co.-registrar with a request to register a transfer, the Registrar
shall register the transfer on the registration books if its requirements for transfer are met and
shall authenticate and deliver one or more Bonds or Certificates registered in the name of the
transferee of the same principal amount, maturity and rate of interest as the surrendered Bonds
or payment amount, supplemental interest rates and payment dates as the sUITendered
Certificates, All transfer fees and costs shall be paid by the transferor.
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 payable to and
mailed to the registered owners shown on the books of the Registrar as of the close of business
on the respective Record Date,
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lbe Registrar may, but shall not be required to transfer or exchange :any Bonds
during the period commencing (i) on the Record Date to and including the respective Interest
Payment Date or (ii) if applicable, on the date fifteen (15) days prior to the selection of Bonds
to be redeemed to and including the day on which such notice of redemption is given, The
Registrar may, but shall not be required to, transfl~r or exchange any Bonds which have been
selected or callt~d for redemption. If the Registrar transfers or exchanges Bonds within the
periods referred to above, interest on such Bonds shall be paid to the registered owner as if such
transfer or exch;ange had not occurred.
The Registrar shall authenticate Bonds for original issue in the aggregate principal
amount of $7,270,000 and Certificates in the aggregate payment amount of $550,000 upon the
written request of the Treasurer. The Bond Registrar shall keep a register of the Bonds and the
Certificates and of their transfer, The aggregate principal amount of Bonds and Certificates
outstanding at any time may not exceed that amount except for replacement Bonds or Certificates
as to which the requirements of the Registrar and the District are met.
Section 12. Resolution a Contract. This resolution shall constitute a contract
between the District and the County and the owners. of the Bonds and the Certificates and shall
not be repealed or amended in any manner which would impair, impede or lessen the: rights of
the registered owners of the Bonds or Certificates then outstanding. The performance by this
Board of the obligations in this resolution, in the Bonds and the Certificates and the other
agreements listed in Section 7(B) of this resolution is hereby authorized and approved.
SE~ction 13. Ratification of Actions, All actions of the officers and agents of
the District, the County or this Board which conform to the purposes and intent of this resolution
and which further the issuance and sale of the Bonds and the Certificates as contemplatl~d by this
resolution whethl~r heretofore or hereafter taken are hereby ratified, confirmed and approved.
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.
Section 14. Prior Redemption of Bonds Being Refunded, This Board orders
that the following Bonds Being Refunded be redeemed in advance of maturity at the following
respective dates:
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Manarity Redemption
Date Principal Date Interest Redemption
Issue Designation (July 1) Amount (July I) Rate Premium
School Improvement Bonds, Project of 1999 $ 775,000 1997 6.70% 1.0%
1990, Series A (1990) :2 000 825,000 1997 6.75% 1.0%
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School Improvement Bonds, Project of 1999 S 755,000 1997 6.10% 1.0%
1990, Series B (1991) :2 000 815,000 1997 6.20% 1.0%
:!001 880,000 1997 6.30% 1.0%
2002 335.000 1997 6.40% 1.0%
2005 1,180,000 1997 6.00% 1.0%
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School Improvemerlt Bonds, Project of 2,001 l; 405,000 1998 5.70% 1.0%
1990, Series C (1992) 2002 415,000 1998 5.80% 1.0%
2003 430,000 1998 5.90% 1.0%
2004 455,000 1998 6.00% 1.0%
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All actions of the officers of the County taken on or after adoption of this
resolution are ratified and confirmed,
SE~ction 15. Tax Covenant, In consideration of the purchase and acceptance
of the Bonds and the Certificates by the owners thereof and, as authorized by Arizona Revised
Statutes, Title 35, Chapter 3, Article 7, and in consideration of retaining the exclusion of interest
income on the Bonds (including supplemental interest represented by the Certificates) from gross
income for federal income tax purposes, this Board covenants with the owners from time to time
of the Bonds and the Certificates 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 income on the Bonds
(including that payable pursuant to the Certificates) becoming subject to inclusion as gross
income for federal income tax purposes under either laws existing on the date of issuance of the
Bonds and the Certificates or such laws as they may be modified or amended,
This Board agrees that it will comply with such requirement(s) and will take any
such action(s) as in the opinion of Gust Rosenfeld ("bond counsel") are necessary to prevent
interest income on the Bonds (including supplemental interest represented by the Certificates)
becoming subject to inclusion in gross income 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 and the Certificates; filing forms, statements
and supporting documents as may be required under the federal tax laws; limiting the term of
and yield on invt~stments made with moneys relating to the Bonds and the Certificates; and
limiting the use of the proceeds of the Bonds and property financed thereby,
Sedion 16, Bond Insurance or Credit Enhancement. The Treasurer may
expend Bond and Certificate proceeds to purchase bond insurance or other credit enhancements
for the Bonds and Certificates, The Treasurer is authorized and directed to payor cause the
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Depository Trustee under the Depository Trust Agreement to pay such premiums, fees or costs,
together with all other fees, cots and expenses of isswillce, from Bond and Certificate proceeds,
Section 17. Other Moneys. The Treasurer is authorized and directed to transfer such
amounts of money from the District's Principal and Interest Redemption funds as are necessary to
complete the refunding of the Bonds Being Refunded.
Section 18. Severability. If any section, paragraph, subdivision, sentence, 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. This Board hereby declares that it would
have adopted this resolution and each and every other section, paragraph, subdivision, sentence,
clause or phrase hereof and authorized the issuance of the Bonds and the Certificates purswmt hereto
irrespective of the fact that anyone or more sections, paragraphs, subdivisions, sentences, clauses
or phrases ofthis resolution may be held illegal, invalid or unenforceable.
PASSED, ADOPTED AND APPROVED by the Board of Supervisors of Mohave County,
Arizona, on January 2, 1996,
MOHA VE COUNTY BOARD OF SUPERVISORS
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Pat Holt, Chairman
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EXHffiIT A
(Face of Bond)
COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO.2
OF MOHAVE COUNTY, ARIZONA
REFUNDING BOND, SERIES 1995
Number:
Denomination:
$
Interest
Rate
Maturity
Date
Original
Dated Date
CUSIP
%
January 1. 1996
Registered Owner:
Principal Amount:
DOLLARS
COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF
MOHA VE COUNTY, ARIZONA, for value received, hereby promises to pay to the registered
owner identified above, or registered assigns as provided herein, on the maturity datle set forth
above, the principal amount set forth above, and to pay interest on the unpaid principal amount
at the interest rate shown above.
Interest is payable on January 1 and July 1 of each year commencing July 1,
1996, and will accrue from the most n~cent date to which interest has been paid, or, if no
interest has been paid, from the original dated date set forth above, Interest will be computed
on the basis of a year comprised of 360 days consistmg of twelve (12) months having [hirty (30)
days each.
Principal of and inten:st on this bond are payable in lawful money of the United
States of America. Interest on this bond will be paid by check payable in such money to the
order of and mailed on or before the date due to the registered owner at the address shown on
the registration books maintained by the registrar (as such term is hereinafter defined) at the
close of business on the record date as explained on the reverse hereof. Principal of this bond
will be paid when due to the registered owner upon surrender of this bond for payment at the
principal trust office of the registrar or paying agent (as such term is hereinafter defined), both
of which on the original issue date are the principal corporate trust office of No~'est Bank
Arizona, N, A" in Phoenix, Arizona.
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Ibis bond is subject to call for redemption prior to maturity as set forth on the
reverse side of this bond.
See the reverse side of this bond for additional provisions which are a part of this
bond.
It is hereby certified and recited that all conditions, acts and things n:quired by
the Constitution and laws of the State of Arizona to exist, to occur and to be perfonned
precedent to and in the issuance of this bond exist, have occurred and have been perfonned and
that the issue of bonds of which this is one, together with all other indebtedness of thle District,
is within every debt and orner limi.t prescribed by the Cuu:st.it.ui.iuu anJ iaws uf the State of
Arizona, and that due provision has been made for the levy and collection of a direct, annual,
ad valorem tax upon all of the taxable property in the District for the payment of this bond and
of the interest hereon as each becomes due, as limilted as described herein.
The District has caused this bond to be executed by the President and attested by
the Clerk of its Governing Board and countersigned by the County Treasurer of Mohave County,
Arizona, which signatures may be facsimile signatures.
This bond is not valid or binding upon the District without the manually affixed
signature of an authorized officer of the registrar.
This bond is prohibited from being issued in coupon or bearer form without the
consent of the Board of Supervisors of Mohave County, Arizona, and the occurrence of certain
other conditions,
COLORADO RIVER UNION HIGH SCHOOL
DISTRICT NO. 2 OF MOHA VE COUNTY,
ARIZONA
(facs imile)
President. Governing Board
ATTEST:
(facsimile)
Clerk, Governing Board
COUNTERSIGNED:
(facsimile)
Treasurer, Mohave County, Arizona
- - - - - - - - - - - - - - - - - - - - - - - - - .. - - - - - - - - - - - - - - - - - - - - - - - - - - .. - - -
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. DATE OF AUTHENTICATION AND REGISTRATION:
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AUTHENTICATION CERTIFICATE
This bond is one of the Colorado River Union High School District No.2 of
Mohave County, Arizona, Refunding Bonds, Series 1995, described in the resolution mentioned
on the reverse hereof.
NORWEST BANK ARIZONA, N .A., Registrar
Authorized Representative
- - - - - - - - - - - - - - - - - - - - - - - - .. - - - - - - - - - - - - - - - - -
(Form of Reverse Side of Bond)
This bond is one of an issue of general obligation refunding bonds in the
aggregate stated principal amount of $7,270,000 of like tenor except as to amount, maturity date,
interest rate, redemption provisions, interest payment provisions and number, issued by the
District to provide funds to refund certain previously issued and outstanding bonds of the
District, pursuant to a resolution of the Board of Supervisors of Mohave County, Arizona, duly
adopted prior to the issuance hereof, and pursuant to the Constitution and laws of the State of
Arizona relative to the issuance and sale of school district refunding bonds, and all amendments
thereto, and all other laws of the State of Arizona thereunto enabling.
Bonds of this issue maturing on or before July 1, 2002, are not subject to call for
redemption prior to maturity. Bonds of this issue maturing on or after July 1, 2003, are subject
to call for redemption prior to their stated maturity dates, at the option of the District, in whole
or in part, on July 1, 2002, or any interest payment date thereafter by the payment of a
redemption price: equal to the principal amount of each bond of this issue called for re:demption
plus accrued interest to the date fixed for redemption plus a premium (calculated as a percentage
of the principal amount of such bonds to be redeemed) to be computed as follows:
Redemption Dates
July 1, 2002 and January 1, 2003
July 1, 2003 and January 1, 2004
July 1, 2004 and thereafter without premium.
Premium
1.0%
0.5%
For the punctual payment of this bond and the interest hereon and for the levy and
collection of ad valorem taxes sufficient for that purpose, the full faith and credit of the District
are hereby irrevocably pledged; provided, however, that the total aggregate of taxes levied to
pay principal and interest on the issue of bonds of which this is one (including certain
supplemental interest with respect to such bonds), in the aggregate shall not exceed the total
aggregate principal and interest to become due on the bonds being refunded from the date of
issuance of the bonds to the final date of maturity of the bonds being refunded; and subject,
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. DATE OF AUTHENTICATION AND REGISTRATION:
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AUTHENTICATION CERTIFICATE
This bond is one of the Colorado River Union High School District No.2 of
Mohave County" Arizona, Refunding Bonds, Series 1995, described in the resolution mentioned
on the reverse hereof.
NORWEST BANK ARIZONA, N..A., Registrar
Authorized Representative
- - - - - - - - - - - - - - - - - - - - - - - - .. - - - - - - - - - - - - - - - - -
(Form of Reverse Side of Bond)
This bond is one of an issue of general obligation refunding bonds in the
aggregate stated principal amount of $7,270,000 of liike tenor except as to amount, mattlrity date,
interest rate, redemption provisions, interest payment provisions and number, issued by the
District to provide funds to refund certain previously issued and outstanding bonds of the
District, pursuant to a resolution of the Board of Supervisors of Mohave County, Arizona, duly
adopted prior to the issuance hereof, and pursuant to the Constitution and laws of the State of
Arizona relative to the issuance and sale of school district refunding bonds, and all amendments
thereto, and all other laws of the State of Arizona thereunto enabling,
Bonds of this issue maturing on or before July 1, 2002, are not subject to call for
redemption prior to maturity. Bonds of this issue maturing on or after July 1, 2003, are subject
to call for redemption prior to their stated maturity elates, at the option of the District, in whole
or in part, on July 1, 2002, or any interest payment date thereafter by the payment of a
redemption price equal to the principal amount of each bond of this issue called for redemption
plus accrued interest to the date fixed for redemption plus a premium (calculated as a percentage
of the principal amount of such bonds to be redeemed) to be computed as follows:
Redemption Dates
July 1, 2002 and January 1, 2003
July 1, 2003 and January 1, 2004
July 1, 2004 and thereafter without premium.
Premium
1.0%
0.5%
For the punctual payment of this bond and the interest hereon and for the levy and
collection of ad valorem taxes sufficient for that purpose, the full faith and credit of tht: District
are hereby irrevocably pledged; provided, however, that the total aggregate of taxes :levied to
pay principal and interest on the issue of bonds of which this is one (including certain
supplemental interest with respect to such bonds), in the aggregate shall not exceed the total
aggregate principal and interest to become due on the bonds being refunded from the date of
issuance of the bonds to the final dale of maturity of the bonds being refunded; and subject,
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further, to the rights vested in the owners of the bonds being refunded by the bonds of this issue
to the payment of such bonds being refunded from the same tax source in the ,event of a
deficiency in the moneys and obligations issued by or guaranteed by the United States of
America purchased from the proceeds of the sale of the bonds (and certificates re:presenting
supplemental interest on the bonds) and placed in trust for the purpose of providing for payment
of principal of and interest on the bonds being refunded. The owner of this bond must rely on
the sufficiency of the moneys and obligations placed irrevocably in trust for payment of the
bonds being refunded.
The registrar or paying agent may be changed without notice.
This bond is transferable by the registered owner in person or by attorney duly
authorized in writing at the designated office of the registrar, which on the original issue date
is the principal corporate trust office of Norwest Bank Arizona, N .A., in Phoenix" Arizona,
upon surrender and cancellation of this bond, but only in the manner and subject to the limitation
and upon payment of the charges provided in the authorizing resolution. Upon such transfer a
new bond or bonds of the same aggregate principal amount, maturity and interest rate will be
issued to the transferee in exchange" The registrar may require an owner, among other things,
to furnish appropriate endorsements and transfer documents and to pay any taxes. and fees
required by law or permitted by the authorizing resolution. The District has chosen the fifteenth
day of the calendar month preceding each interest payment date as the record date for this issue
of bonds. Should this bond be submitted to the registrar for transfer during the period
commencing after the close of business on the record date and continuing to and including the
maturity date, ownership will be transferred in the normal manner but the payment of interest
will be made payable to the owner shown on the registrar's books at the close of business on the
record date" at the discretion of the paying agent and registrar.
The registrar may, but shall not be required to transfer or exchange any bonds
during the period commencing (i) on the record date to and including the respective interest
payment date or (ii) if applicable, on the date fifteen (15) days prior to the selection of bonds
to be redeemed to and including the day on which such notice of redemption is given. The
registrar may, but shall not be required to, transfer or exchange any bonds which have been
selected or called for redemption. If the registrar transfers or exchanges bonds within the
periods referred to above, interest on such bonds shall be paid to the registered owner as if such
transfer or exchange had not occurre~d.
Bonds of this issue are issuable only in fully registered form in the denomination
of $5,000 of principal or integral multiples thereof..
The District, the registrar and the paying agent may treat the registered owner of
this bond as the absolute owner for the purpose of receiving principal and interest and for all
other purposes and none of them shall be affected by any notice to the contrary,
[INSERT LEGAL OPINION]
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[INSERT INSURANCE LANGUAGE]
The following abbreviations, when used in the inscription on the face of this bond,
shall be construed as though they wen~ written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
Custod.ian
(Minor)
(State)
UNIF GIFT/TRANS MIN ACT-
(Cust)
under Uniform Giftsrrransfers to Minors Act
Additional abbreviations may also be used though not in list above
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
- .
(Name and Address of Transferee)
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
__, attorney to transfer the within bond on the books
kept for registration thereof, with full power of substitution in the premises.
Dated
Note:. The signature(s) on this assignment must
correspond with the name(s) as written on the
face of the within registered bond in every
particular without alteration or enlargement or
any change whatsoever,
Signature Guaranteed:
Firm or Banle
Authorized Signature
The signature(s) should be guaranteed by an eligible
guarantor institution pursuant to SEC Rule 17 Ad-15
ALL FEES AND TRANSFER COSTS SHALL BE PAID BY THE TRANSFEROR
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EXHIBIT B
Supplemental Interest Certificate
appertaining to
Colorado River Union High School District
No. 2 of Mohave County, Arizona
Refunding Bonds, Series 1995
Certificate Payment
Date
Original
I.~sue Date
CUSIP
1, 199_
Registered Owner:
SUPPLEMENTAL INTEREST AMOUNT: $__
Colorado River Union High School District No.2 of Mohave County, Arizona
(the "District"), for value received, hereby promises to pay to the Registered Owner
identified above, or registered assigns as provided herein, on the Certificate Payment Date
specified above, the Supplemental Interest Amount specified above. Such amount represents
a portion of the supplemental interest payments authorized by the resolution of the Board of
Supervisors of Mohave County, Arizona, authorizing the issuance of Colorado River Union
High School District No.2 of Mohave County, Arizona Refunding Bonds, Series 1995 (the
"Bonds"), in the aggregate principal amount of $7,270,000. The Supplemental Interest
Amount evidences a portion of the interest accruing on the outstanding principal amount of
the Bonds at the supplemental interest rate applicable to this Certificate and will be paid
when due to the registered owner upon surrender of this Certificate for payment at the
principal trust office of the registrar or paying agent, both of which on the original issue date
is the principal corporate trust office of Norwest Bank Arizona, N .A., Phoenix, Arizona (the
"registrar" and "paying agent").
For the punctual payment of this Certificate and for the levy and collectlon of
ad valorem taxes sufficient for that purpose, the full faith and credit of the District are
hereby irrevocably pledged; provided, however, that the total aggregate of taxes levied to
pay principal and interest on the Bonds, :lncluding interest on such Bonds evidenced by the
Certificates, in the aggregate shall not exceed the total aggregate principal and interest to
become due on the bonds being refunded with proceeds from the sale of such Bonds from the
date of issuance of such Bonds to the final date of maturity of such bonds being refunded and
subject further to the rights vested in the owners of such bonds being refunded to the
payment of such bonds being refunded from the same tax source in the event of a defi.ciency
in the moneys and obligations issued by or guarantee:d by the United States of America
purchased from the proceeds of the sale of the Bonds and Certificates and placed in trust for
the purpose of providing for payment of principal of, premium, if any, and interest on such
bonds being refunded, The owner of this Certificate must rely on the sufficiency of the
moneys and obligations placed irrevocably in trust for payment of the bonds being refunded.
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The owner of this Certificate shall have no claim to the payment of principal or non-
supplemental interest on the Bonds unless such person shall also be the owner of such Bonds
at such Bonds' maturity or non-supplemental interest payment date, as applicable. This
Certificate is not subject to payment prior to the Cc~rtificate Payment Date.
This Certificate is transferable by the registered owner in person or by attorney
duly authorized in writing and at the designated office of the registrar upon surrender and
cancellation of this Certificate. Upon such transfer a new Certificate or Certificates will be
issued to the transferee in exchange. The registrar and paying agent may be changed without
notice.
The District, the registrar and the paying agent may treat the registered owner
of this Certificate as the absolute owner for the purpose of receiving payment hereof and for
all other purposes and none of them shall be affected by any notice to the contrary.
This Certificate is not valid or binding upon the District without the manually
affixed signature of an authorized representative of the registrar.
This Certificate is prohibited from being issued in coupon or bearer form
without the consent of the Board of Supervisors of Mohave County, Arizona, and thi~
occurrence of certain other conditions.
COLORADO RIVER UNION HIGH
SCHOOL DISTRICT NO.2 OF MOHA VE
COUNTY, ARIZONA
(facsimile)
President, Governing Board
ATTEST:
COUNTERSIGNED:
(facsimile)
Clerk, Governing Board
(facsimile)
Treasurer, Mohave County, Arizona
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DATE OF AUTHENTICATION AND REGISTRllTION:
AUTHENTIC A TION CERTIFICATE
This Certificate of Ownership of Supplemental Interest Payment is one of the
certificates authorized to be issued in conjunction with the issuance of Colorado Rivf:r Union
High School District No.2 of Mohave County, Arizona Refunding Bonds, Series 1995.
NORWEST BAJ~K ARIZONA, N.A., as RegIstrar
Authorized Representative
- - - - - - - - - - - - - - - - - - - - - - .. - - - - - - - - ~, - - - - - - - - - - - - - - - - - - - - - - -
[INSERT LEGAL OPINION]
[INSERT INSURANCE LANGUAGE]
(Form of Assignment)
The following abbreviations, when used in the inscription on the face of this
certificate shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM-as tenants in common
TEN ENT -as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNI:F GIFT/TRANS MIN ACT- Custodian
- -
(Cust) (Minor)
under Uniform Gifts/Transfers to Minors Act_Jstate)_
Additional abbreviations may also be used though not in list above
ASSIGNME:~T
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
-
(N ame and Address of Transferee)
the within certificate and all rights thereunder, and hereby irrevocably constitutes and
appoints _ _ , attorney to transfer the within
certificate on the books kept for registration thereof., with full power of substitution in the
premIses.
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Dated
Signature Guaranteed:
-
Signature(s) must be guaranteed by all eligible
guarantor institution pursuant to Securities and
Exchange Commission Rule 17 Ad-15
Note: The signature(s) on this assignment
must correspond with the name(s) as written
on the face of the within registered certificate
in every particular without alteration or
enlargement or any change whatsoever.
ALL FEES AND TRANSFER COSTS WILL BE PAID BY THE TRANSli'EROR
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. l;:XHIBIT C
TERMS OF THE BONDS
Maturity Date Principal Interest
(Julv 1) Amount RatL
1999 $1,500,000 4.000%
2000 1,750;000 4.100%
2001 1,350,000 4.200%
2002 800,000 4.300 %
2003 475,000 4.400 %
2004 470,000 4.500%
2005 925,000 4.625%
SUPPLEMENT AL INTEREST CERTIFICATES
appertaining to Refunding Bonds
Payment Payment Approximate Supplemental
Date Amount Price Yield Interest Rate
. 7/1/96 $80,000 98.146% 4.00% 2.330286%
1/1/97 75,000 96.222 % 4.00% 2.063274%
7/1/97 70,000 94.199% 4.10% 1.925722 %
1/ 1/98 70,000 92.129% 4.20% 1.925722 %
7/1/98 75,000 90.125% 4.25% 2.063274%
1/1/99 75,000 88.121 % 4.30% 2.063274%
7/1/99 105,000 86.120% 4.35% 2.888583 %
.
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