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HomeMy WebLinkAbout94-247 . . Resolution No. 1994 - 247 RESOLUTION OF THE BOARD OF SUPERVISORS OF MORAVE COUNTY, ARIZONA PROVIDING FOR THE ISSUANCE AND SALE OF $3,950,000 PRINCIPAL ~~OUNT OF BULLHEAD CITY ELEMENTARY SCHOOL DISTRICT NO. 15 OF MORAVE COUNTY, ARIZONA GENERAL Ol3LIGATION SCHOOL IMPROVEMENT BONDS, SERIES 1994; PROVIDING FOR THE ANNUAL LEVY 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 RESPEC~r TO THE BONDS WHEREAS, a special bond election was held in and for Bullhead City Elementary School District No. 15 of Mohave County, Arizona (the "District") on May 17, 1994, at which time a majority of the qualified electors of the District voted in favor of authorizing the District to issue general obligation school improvement bonds in the principal amount of $3,950,000; and WHEREAS, the Governing Board of the District now desires that general obligation school improvement bonds in the principal amount of $3,950,000 be issued and sold at this time; NOW, THEREFORE, IT IS RESOLVED BY THE BOARD OF SUPERVISORS OF MOHAVE COUNTY, ARIZONA, AS FOLLOWS: section 1. Authorization. There is hereby authorized to be issued and sold an issue of bonds of the District in an aggregate principal amount of $3,950,000. The bonds so authorized shall be designated Bullhead City Elementary School District No. 15 of Mohave County, Arizona General Obligation School Improvement Bonds, Series 1994 (the "Bonds"), and shall be issued and sold as directed by the Board of supervisors of Mohave County, Arizona (the "Board of Supervisors") in accordance with the provisions of applicable laws. Section 2. Terms. The Bonds will be dated July 1, 1994 and will bear interest from their date to the maturity of each of the Bonds at the rates set fClrth in the winning bid, the first interest payment date to be January 1, 1994, interest payable semiannually thereafter on January 1 and July 1 of each year, during the term of the Bonds, the Bonds to be in the denomination of $5,000 each or integral multiples thereof, and the Bonds are to be in fully registered form. The Bonds will mature on July 1 in the years 2002 to 2006, inclusive, as follows: Year AIDount 2002 $725,000 2003 750,000 2004 775,000 2005 825,000 . 2006 875,000 1 . . . The Bonds shall have such additional terms and provisions as set forth in the Notice Inviting Proposals for the Purchase of Bonds prepared by the District and the District's Financial Advisor, Peacock, Hislop, Staley & Given, Inc., and the best proposal received in re~sponse thereto and in the form of Bond attached as Exhibit A, which is a part of this resolution. Section 3. Prior Redemption. A. optional Redemption. Bonds maturing on or before July 1, 2003, are not subject to call for redemption prior to maturity. Bonds maturing on or after July 1, 2004, are subject to call for redemption prior to maturity, in whole or in part, on July 1, 2001, or on 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 plus a premium payable from any source lawfully available therefor, the 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, 2001 and January 1, 2002 July 1, 2002 and January 1, 2003 July 1, 2003, and thereafter without premium 1.0% 0.5 B. Notice. Noticle 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 registered owner 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 redemption shall become and be due and payable at the redemption price providE:d for redemption of such Bonds on such date, and, if moneys for payment of the redemption price are held in separate accounts by t.he paying agent, interest on such Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds shall cease t:o be entitled to any benefit or security hereunder and the owner::; of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof and such Bonds: shall be deemed paid and no longer outstanding. 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 submit the Bl::>nd for partial redemption and the paying a<;Jent shall make such partial payment and the registrar shall cause to be issued a new Bond in a principal amount which reflects the 2 . . . redemption so made to be authenticated and delivered to the registered owner thereof. Section 4. Securit'~. For the purpose of paying the principal of, interest on, premium (if any) on early redemption and costs of administration of the registration 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 become 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. 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. section 5. Use of Proceeds. The net proceeds from the sale of the Bonds, after payment of the expenses of issuance, shall be set aside and deposite:d by the Mohave County Treasurer (the "Treasurer") in a separate fund entitled "Bullhead City Elementary School District No. 15 of Mohave County, Arizona Bond Fund" of the District. Subject to the provisions of section 12 hereof, this resolution shall be cons~trued as consent of Board of Supervisors to invest such funds, pending use, in any of the securities allowed by A.R.S. 9 15-1025. This resolution shall constitute a continuing consent to such investm~=nt and no further annual consent need be given; provided, however, that this Board may revoke such consent for any fiscal year after fiscal year 1994-95. The proceeds of the Bonds shall be expended only for the purposes 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 registered bond form is hereby adopted. 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 appropriat:e omissions, insertions and variations as are permitted or required hereby or by the Notice Inviting Proposals for the Purchase of Bonds and are approved by those officers executing the Bonds. Execution thereof by such officers shall constitute conclusive evidence of such approval. The Bonds may have notations, legends 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 authentication and registration. The Bonds are prohibited from being converted to coupon or bearer Bonds without t~he consent of Board of supervisors and approval of bond counsel. 3 . . . section 7. Execution 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. Any or all of such signatures may be manual or be facsimile or mechanical reproduction; however, if such signatures are by facsimile, such officers shall manually sign a certificate adopting as and for t.heir signatures on 1:he Bonds the respective mechanically reproduced signatures at:fixed to the Bonds. Notwithstanding any provision of this section, no Bond shall ever bind the District until it has been manually authenticated by the registrar. The Chairman is authorized to execute and deliver a final official statement to be used in connection with the sale of the Bonds. If an officer whose signature is on a Bond no longer holds that office at the time the Bond is authenticated and registered, t:he Bond shall nevertheless be valid. A Bond shall not 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 the Bond has been authenticated and issued under this resolution. section 8. Mutilat:ed, Lost or Destroved Bonds. In case any Bond becomes mutilated or destroyed or lost, the District shall cause to be executed and delivered a new Bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu 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 Treasurer by th4:! registered owner evidence satisfactory to the Treasurer that such Bond was destroyed or lost, and furnishing the Treasurer with a su:Eficient indemnity bond pursuant to A.R.S. !~ 47-8405. section 9. Acceotance of Prooosal. The proposal of _ MERRILL LYNCH for the purchase of the Bonds is hereby accepted and the Bonds are hereby ordered sold to such purchaser in accordance with the terms of such proposal and the terms and conditions of the Notice Inviting Proposals for the Purchase of Bonds. Such proposal shall be in accordance with the ~~inning bid, a copy of which is attached hereto and incorporated herein. The Treasurer is h4:!reby authorized and directed to cause the Bonds to be delivered to the purchaser upon receipt of payment therefor and satisfaction of the other conditions for delivery thereof in accordance with the terms of the sale. 4 . . . section 10. Reaistrar. The District will maintain an office or agency where 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 one or more core~Jistrars or one or more additional paying Agents. The Registrar and Paying Agent may make reasonable rules and set reasonable requin~ments for their respective functions with respect to the owners of the Bonds. Ini tially , FIRST INTERSTATE BANK OF AZ is appointed to act as Registrar and Paying Agent with respect to the Bonds. The District may change the Rl:gistrar or Paying Agent without notice to or consent of owners of i::he Bonds and the District may act in any such capacity. The Registrar's fee payment agreement between Mohave County (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 printing of the Bonds. The contract for Registrar'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 by the Registrar of the Registrar's fee payment agreement, the Chairman of the Board of supervisors and the Treasurer are hereby authorized and directed to execute and deliver the contract and the Clerk of this Board may attest the signatures of either or both of such officials. Each Paying Agent shall be required to agree in writing that the Paying Agent will hold in trust for the benefit of the owners o:E the Bonds all money he!ld by the Paying Agent for the payment of principal of and interes1: and any premium on the Bonds. The Registrar may appoint an authenticating agent acceptable to the District to authenticate Bonds. An authenticating agent may authenticate Bonds whenever the Registrar may do so. Each reference in this resolution to authentication by the Registrar includes authentication by an authenticating agent acting on behalf of and in the name of the: Registrar and subject to the Registrar's direction. The Registrar shall keep a register of the Bonds, the rl:gistered owners of the Bonds and of transfer of the Bonds. When Bonds are presented to the Registrar or a coregistrar with a rl:quest to register transfer, the Registrar shall register the transfer on the registration books if its requirements for transfer are met and shall auth4:nticate and deliver one or more Bonds rl:gistered in the name of the transferee of the same principal alnount, maturity and rat:e of interest as the surrendered Bonds. The "Record Date" for th4: Bonds shall be the close of business of the Registrar on the 15th day of the month preceding an interest payment date, or if su(::h date is a Saturday, Sunday or legal holiday, the previous lousiness day. Bonds presented to the 5 . . . 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 inte~rest 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. The Registrar shall authenticate Bonds for original issue up to $3,950,000 in aggrE~gate principal amount upon the written request of the 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 the requirements of the Registrar and the District are met. section 11. Resolution a Contract. This resolution shall consti tute 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, impede or lessen the rights of the registered owners of th,e Bonds then outstanding. The performance by the Board of supervisors of the obligations in this resolution and in the Bond is hereby authorized and approved. section 12. 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, Chapter 3, .i\rticle 7, and in consideration of retaining the exclusion of interest income on the Bonds from gross income for federal income tax purposes, the Count:y covenants with the owners from time to time 0 f 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 becoming subj ect to inclusion in gross income for fed,eral income tax purposes under either laws existing on the date of issuance of the Bonds or such laws as they may be modified or amended. The County agrees that it will comply with such requirements and will take any such actions as in the opinion of Russo, Cox & Russo, P.C. ("bond counsel") are necessary to prevent interest on the Bonds becoming subjE!ct to inclusion in gross income for federal income tax purposes. Such requirements may include but are not limited to making fur1:her specific covenants; making truthful certif ications and repre!sentations and giving necessary assurances; complying with all rE~presentations, covenants and assurances contained in certifica1:es or agreements to be prepared by bond counsel; to pay to the Un'ited States of America any required amounts representing rebates of arbitrage profits relating to the Bonds; filing forms, sta.tements and supporting documents as may be required under the federal tax laws; limiting the term 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. 6 . . . section 13. 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. The Board elf supervisors 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 pursuant hereto irrespective of the fact that anyone or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this resolution may be held illegal, invalid or unenforceable. Section 14. Ratification of Actions. All actions of the officers and agents of the District, the county or Board of supervisors which conform to the purposes and intent of this resolution and which further the issuance and sale of the Bonds as contemplated by this resolution whether heretofore or hereafter taken are hereby ratified, confirmed and approved. Any changes made in the Notice Inviting Proposals for the Purchase of Bonds which do not conform to any prior order of this Board of Supervisors 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. 7 . . . PASSED, ADOPTED AND APPROVED by the Board of Supervisors of Mohave County, Arizona on July 5, 1994. ~< ~.W~ Cha an ATTEST: ( \......... .-.-L