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HomeMy WebLinkAbout94-239 . . . FlliSOLUTION NO. 94-239 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $3,500,000 AGGREGATE PRINCIPAL AMOUNT OF CHLORIDE ELEMENTARY SCHOOL DISTRICT NO. 11 OF MOHAVE COUNTY, ARIZONA SCHOOL IMPROVEMENT BONDS, SERIES 1994; PROVIDING FOR THE ANNUAL LEVY OF A TAX FOR THE PAYMENT OF THE SERIES 1994 BONDS; APPOINTING A BOND REGISTRAR AND PAYING AGENT WITH RESPECT TO THE SERIES 1994 BONDS AND APPROVING THE FORM OF AN AGREEMENT FOR SUCH BOND REGISTRAR AND PAYING AGENT; MAKING CERTAIN FINDINGS, CERTIFICATIONS AND COVENANTS; ACCEPTING A PROPOSAL FOR THE PUR- CHASE OF THE SIffiIES 1994 BONDS AND APPROVING A BOND PURCHASE CONTRACT AND AUTHORIZING ITS EXECUTION; RAT'IFYING ALL ACTIONS TAKEN WITH RESPECT TO THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT; APPROVING A FORM OF OFFICIAL STATEMENT; AUTHORIZING THE CHAIRMAN TO EXECUTE THE OFFICIAL STATEMENT; AND AUTHORIZING DISTRIBUTION OF THE OFFICIAL STATEMENT WHEREAS, by the: vote of a majority of the qualified elec- tors of Chloride Elementary School District No. 11 of Mohave County, Arizona (the "District"), voting at a special bond election held in and for the District on November 2,1993 (the "Election"), the issuance of $3,500, ClOD aggregate principal amount of school improvement bonds of the District has been authorized; and WHEREAS, the Governing Board has requested this Board of Supervisors of Mohave Cc:>unty, Arizona (this "Board"), to issue bonds in the aggregate principal amount of $3,500,000 for the pur- pose of making school improvements in accordance with the authority granted at the Election; and WHEREAS, the Governing Board of the District has received a bid from Rauscher pierc:e Refsnes, Inc. (the "Underwriter"), and the District has requested that such bonds be sold through negotia- tion to the Underwriter; NOW, THEREFORE, IT IS RESOLVED BY THE BOARD OF SUPERVI- SORS OF MOHAVE COUNTY, ARIZONA, AS FOLLOWS: Section 1. Authorization. There is hereby authorized to be issued and sold a series of bonds of the District in the aggre- gate principal amount of $3,500,000 to be designated "Chloride Elementary School District No. 11 of Mohave County, Arizona School Improvement Bonds, Series 1994" (the "Bonds") in accordance with this Resolution and appli.cable law. Section 2. Ter~. (A) The Bonds shall be dated as of June 1, 1994. . . . Paying Agent whenever moneys become available for payment of the overdue interest, and notice of the special record date shall be given to the registered clwners of Bonds not less than ten (10) days prior thereto. (F) Payment of interest on the Bonds and, if ade- quate terms for surrende:r are made, principal of and premium, if any, on the Bonds may be made by wire transfer upon two days' prior wri tten request to the B,ond Registrar and Paying Agent specifying the wire address in the c,ontinental United states by any registered owner owning an aggregat1e principal amount of at least $1,000,000 of Bonds outstanding. (G) The principal of and premium, if any, and in- terest on the Bonds shall be payable in lawful money of the United states of America. section 3. Prior Redemption. (A) (1) optional Redemption. The Bonds maturing before and on July 1, 2004, are not subject to redemption prior to' maturity. The Bonds maturing on and after July 1, 2005, are sub- ject to redemption prior to maturity, in whole or in part, on July 1, 2004, or on any intere:st payment date thereafter by the payment of a redemption price equal to the principal amount of each Bond redeemed plus interest alccrued to the date fixed for redemption plus a premium (calculatE~d as a percentage of the principal amount of such Bonds to be redeE~med) to be computed as follows: Redemt>i:ion Dates Premium July 1., 2004, and January 1., 2005 July 1., 2005, cmd January 1., 2006 July 1., 2006, and thereafter 2.0% 1.0 0.0 (2) The Bonds maturing on July 1, 2013, are subject to mandatory redemption prior to maturity on July 1, in the years and amounts set forth below, at a redemption price equal to the principal amount thE~reof plus interest accrued to the date fixed for redemption, as follows: Year Princical Amount 201.0 2011 2012 $250,000 270,000 285,000 A remal.nl.ng principal amclunt of $305,000 of Bonds shall mature on July 1., 201.3. 3 . . . County, Arizona (the "County Treasurer"), in a separate fund enti- tled the "Building Fund" of the District. This Resolution shall be construed as consent of this Board to invest such funds, pending use, in any of the securities allowed by Section 15-1025, Arizona Revised Statutes, as amended. The proceeds of the Bonds shall be expended only for the p~rpose set forth in the ballot used at the Election. section 6. Form of Bonds. (A) Pursuant to Section 35-491, Arizona Revised Statutes, as amended, a fully registered bond form is adopted as an alternative to the form (Jf bond provided in Section 15-1023, Ari- zona Revised Statutes, af; amended. The Bonds (including the form of certificate of authen1:ication and form of assignment therefor) shall be in substantially the form set forth in Exhibit A attached hereto. There may be such necessary and appropriate omissions, insertions and variations as are permitted or required hereby and are approved by those officers executing the Bonds in such form. Execution thereof by such officers shall constitute conclusive evidence of such approval. (B) 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 authentication and regist:ration of each Bond. (C) The Bonds are prohibited from being converted to coupon or bearer Bonds without the consent of this Board and approval of Bond Counsel to the District. Section 7. EXE!cution of Bonds. (A) 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 coun1:ersigned by the Chairman of this Board. Any or all of such signatures may be by mechanical reproduction. (B) If an officer whose signature is on a Bond no longer holds that office at the time such Bond is authenticated and registered, the Bond shall nevertheless be valid. (C) A Bond shall not be valid or binding until authenticated by the manua.l signature of an authorized representa- tive of the Bond Registrar and Paying Agent. The signature of the authorized representati ve~ of the Bond Registrar and Paying Agent shall be conclusive evidence that the Bond has been authenticated and issued pursuant to this Resolution. section 8. Mutilated. 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 type, date 5 . . . Registrar and Paying Agemt, duly executed by the registered owner of the Bond to be transferred or his attorney-in-fact or legal representative, containi.ng written instructions as to the details of the transfer of the Bond. No transfer of any Bond shall be effective until entered on the registration books. (C) In a.ll cases upon the transfer of a Bond, the Bond Registrar and Paying Agent shall enter the transfer of owner- ship in the registration. books and shall authenticate and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of the samla type and of the authorized denominations (except that no Bond shall be issued which relates to more than a single principal maturity) for the aggregate principal amount which the registered owner is emtitled to receive at the earliest practi- cable time in accordance with the provisions of this Resolution. (D) All costs and expenses of initial registration and payment of the Bonds; shall be borne by the District, but the District and the Bond Registrar and Paying Agent shall charge the registered owner of such Bond for every subsequent transfer of a Bond an amount sufficient to reimburse them for any transfer fee, tax or other governmental charge required to be paid with respect to such transfer and may require that such transfer fee, tax or other governmental charge be paid before any such Bond shall be delivered. (E) The District and the Bond Registrar and Paying Agent shall not be required to issue or transfer any Bond during a period beginning with the opening of business on the fifteenth (15th) business day next: preceding any interest payment date and ending with the close of business on the interest payment date. Section 12. Resolution a Contract. This Resolution shall constitute a contralct 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 the Bonds then outstanding. Section 13. Federal Tax Law Covenants. (A) In consideration of the purchase and acceptance of the Bonds by the registered owners thereof from time to time and of retaining the exclusion from gross income for federal income taxes of the interest income on the Bonds, and as authorized by Title 35, Chapter 3, Article 7, Arizona Revised Statutes, as amended, the County coven.ants, and the appropriate officials of the County are hereby direc~l:ed, to take all action required, or to refrain from taking any action prohibited, by the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations promulgated with respect to applicable sections thereof (collec- tively, the "Code"), which would adversely affect in any respect such exclusion, includinq, particularly, but not by way of limita- 7 . . . section 15. Ratification of Actions. All actions of the officers and agents of the District and the County including this Board which conform to the purposes and intent of this Resolution and which further the issuance and sale of the Bonds as contem- plated by this Resolution, whether heretofore or hereafter taken, are hereby ratified, con1:irmed and approved. The proper officers and agents of the County and the District are hereby authorized and directed to do all such acts and things and to execute and deliver all such documents on behalf of the County and the District as may be necessary to carry out the terms and intent of this Resolution. PASSED, ADOPTED AND APPROVED by the Board of supervisors of Mohave County, ArizonaL, on June 20, 1994. ATTEST: PSSOCl9B1U61594 . . . .~ . ~: . 0J.~. . . . . . . . . . . . . . . . Chai~;~.~f the Board of Supervisors of Mohave County, Arizona 9 . . . of that overdue interest.. The special record date shall be fixed by the Bond Registrar and Paying Agent whenever moneys become available for payment of the overdue interest, and notice of the special record date shall be given to registered owners of the Bonds not less than 10 days prior thereto. Payment of interest and, if adequate terms for surrender are made, principal of this Bond may be made by wire transfer upon two days' prior written request to the Bond Registrar and Paying Agent specifying the wire address in the continental united states by any registered owner owning an aggregate principal amount of at least $1,000,000 of Bonds of this series. The principal of and interest and premium, if any, on this Bond are payable in lawful money of the United states of America, on the respectiv1e dates when principal and interest become due. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. THOSE PROVISIONS SHALL RAVE THE SAME EFFECT FOR ALL PURPOSES AS IF SET FORTH ON THE FACE HEREOF. It is hereby certified, recited and declared (i) that all conditions, acts and things required by the Constitution and laws of the State of Arizona t:o happen, to be done, to exist and to be performed precedent to and in the issuance of this Bond and of the series of which it is one, have happened, have been done, do exist and have been performed in regular and due form and time as re- quired by law; (ii) that the obligation evidenced by the series of Bonds of which this is one, together with all other existing in- debtedness of the District, does not exceed any applicable consti- tutional or statutory limitation; and (iii) that due provision has been made for the levy and collection of a direct, annual, ad valorem tax upon taxable property within the District, over and above all other taxes aut:horized or limited by law, sufficient to pay the principal hereof and the interest hereon as each becomes due. IN WITNESS WHEREOF, CHLORIDE ELEMENTARY SCHOOL DISTRICT NO. 11 OF MORAVE COUNTY, ARIZONA, has caused this Bond to be executed in the name of the District by the facsimile signature of the President of the Governing Board of the District and attested by the facsimile signature of the Clerk of the Governing Board of the District and to be c01Llntersigned by the facsimile signature of th.e Chairman of the Board of supervisors of Mohave County, Arizona. CHLORIDE ELEMENTARY SCHOOL DISTRICT NO. 11 OF MORAVE COUNTY, ARIZONA By. . . .. . . . . . . . .tP:~C:~~l!l~~!!}. . . . . . . . . . . . President, Governing Board A-2 . . . For the punctual payment of the Bonds, there shall be levied on all taxable property within the District and collected a continuing, direct, annual, ad valorem tax sufficient for that purpose. The Bonds maturing on or after July 1, 2005, are subject to redemption prior to Dlaturity, in whole or in part, on July 1, 2004, or any interest pa~{11lent date thereafter, by the payment of a redemption price equal t:o the principal amount of each such Bond redeemed plus interest .!ccrued 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 Premium July 1, 2004, and January 1, 2005 July 1, 2005, and January 1, 2006 July 1, 2006, and thereafter 2.0% 1.0 0.0 The Bonds maturing on July 1, 2013, are subject to manda- tory redemption prior to maturity on July 1, in the years and amounts set forth below, at a redemption price equal to the princi- pal amount thereof plus interest accrued to the date fixed for redemption, as follows: Year Principal Amount 2010 2011 2012 $250,000 270,000 285,000 A rema~n~ng principal amount of $305,000 of Bonds shall mature on July 1, 2013. Notice of red~~ption of any such Bond will be mailed not more than 60 nor less than 30 days prior to the date set for redemption to the regis,tered owner of such Bond or Bonds being redeemed at the address shown on the registration books for the Bonds maintained by the Bond Registrar and Paying Agent. Failure to gi ve properly such nt:Jtice of redemption shall not affect the redemption of any such Bond for which notice was properly given. The Bond Regis:trar and Paying Agent shall maintain the registration books of the District for the registration of owner- ship of each Bond as provided in the Resolution. The Bond Regis- trar and Paying Agent may be changed without notice. This Bond may be transferred on the registration books upon deli very and surrender hereof to the Bond Registrar and paying Agent, accompanied by a 'iritten instrument of transfer in form and with guaranty of signature satisfactory to the Bond Registrar and Paying Agent, duly execut:ed by the registered owner of this Bond or A-4 . . . (Form of Assignment) ASS:IGHKENT FOR VALUE RECEIVED, the undersigned sells, assigns and 1:~ClI1!;1:E!~S; \1l11:() . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Name and Address of Transferee) the within Bond and irrevocably constitutes and appoints ........ attorney to transfer the within Bond on the books kept for regis- tration thereof, with full power of substitution in the premises. Da ted : ....'............. '. . . . . ............. ..... ........ Signature Signature Guaranteed: ...... ......... ........... Signature Note: The signature(s) on this assignment must corres- pond with the names as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. The following a:bbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were wri tten out in 1:ull according to applicable laws or regulations: TEN COM TEN ENT JT TEN as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN }.CT - CUstodian (CUst) (Minor) under Uniform G;ifts to Minors Act (State) Addi tional abbreviations may also be used though not included in the~ above list ALL FEES AND COSTS OF TRANSFER SHALL BE: PAID BY THE TRANSFEROR A-6