Loading...
HomeMy WebLinkAbout94-032 . . . RESOLUTION 94-32 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE- PURCHASE AGREEMENT, A TRUST AGREEMENT AND RELATED DOCl;JMENTS; APPROVING AN OFFICIAL STATEMENT; APPROVING THE ISSUANCE OF $4,350,000 CERTIFICATES OF PARTICIPATION, SERIES 1994, EVIDE~CING A PROPORTIONATE INTEREST OF THE OWNERS THEREOF IN A LEASE-pUlRCHASE AGREEMENT BETWEEN MOHAVE COUNTY, ARIZONA, AND B~K ONE, ARIZONA, NA, AS TRUSTEE, CONFIRMING THE AWARD OF $~,350,000 I CERTIFICATES OF PARTICIPATION, SERIES 1994, TO THE P~CHASER THEREOF; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NEqESSARY TO THE CONSUMl\1A TION OF THE TRANSACTIONS CONTEMPLATED IBY TIDS RESOLUTION. WHEREAS, Mohave County, Arizona (the "County"), desires to finFince the acquisition of certain real estate and personal property (the "Leased Propeny") through the execution and sale of $4,350,000 Certificates of Participation, Series 1994, dated as of February 1, 1994, (the "Certificates") by Bank One, Arizona, NA, as trustee (the "Trustee"), evidencing a proportionate interest of the owners thereof in a Lease-Purchase Agreement, dated as of February 1, 1994, (the "Lease") between the Trustee and the County, p1\1rsuant to a Trust Agreement dated as of February 1, 1994, (the "Trust Agreement") between 'the Trustee and the County; and WHEREAS, bids have been submitted for the purchase of the Certifkates pursuant to a Notice Inviting Proposals for the Purchase of the Certificates (the "Notice"); and WHEREAS, said proposals were received by the Clerk of the Board on this 18th day of January, 1994, and said proposals have been examined for the lowest n(j:t interest cost to the County; and WHEREAS, the Board of Supervisors (the "Board") has received the recommendation of Peacock, Hislop, Staley & Given, Inc., the investment banker fbr the County concerning said proposals and the lowest net interest cost therein; and WHEREAS, the Clerk of the Board has presented to the Board at this meeting (i) the proposed form of the Lease; (ii) the proposed form of the Trust Agreement; and (iii) the proposal of Peacock, Hislop, Staley & Given, Inc. (the "Purchaser") to purchase the Certificates, a copy of which is attached hereto; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPER- VISORS OF MOHA VE COUNTY, ARIZONA, THAT: Section 1. It is hereby found and determined that the financing of the acquisition of the Leased Property pursuant to the terms of the Lease and the Trust KCH 35381.1 012794 r n_ . Agreement is in furtherance of the purposes of the County and in the public interest and that the acquisition of the Leased Property and the financing thereof through lease-purchase agreement and the issuance and the sale of the Certificates will enhance the standard of living within the County and within the State of Arizona. Section 2. The County hereby approves the issuance and delivery of the Certificates, as hereinafter described, by the Trustee. The Certificates shall be issued in the aggregate principal amount of $4,350,000. The Certificates shall be in the denomination of $5,000 or any integral multiples thereof,. shall be dated February 1, 1994, or such later date as shall be determined to be appropriate by the officers signing the Trust Agreement on behalf of the County and acceptable to the Purchaser and shall bear interest from s1Jlch date payable on January 1, and July 1 of each year, commencing January 1, 1995, and Shall be fully registered certificates without coupons as provided in the Trust Agreement. the Certificates shall bear interest at the rates per annum set forth in the proposal of the Purchaser and shall mature on July 1 in the years and in the principal amounts as fbllows: Year Princioal Amount Year Principal Amo4nt 1995 $635,000 2000 $170,000 1996 660,000 2001 180,000 1997 680,000 2002 185,000 1998 710,000 2003 195,000 . 1999 730,000 2004 205,000 The forms, terms, date, maturity amounts and provisions of the Certificates and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Trust Agreement as approved by the officers executing the Trust Agreement on behalf of the County pursuant to Section 4 hereof. Section 3. The Certificates are hereby awarded to the Purchaser pursuant to its proposal at a purchase price determined pursuant to the proposal. Section 4. The form, terms and provisions of the Lease and the Trust Agreement in the form of such documents (including the exhibits thereto) presented at this meeting are hereby approved, with such insertions, deletions and changes as shall be approved by the Chairman of the Board, the execution of such documents being conclusive evidence of such approval, and the Chairman and the Clerk of the Board are hereby authorized and directed to execute and deliver the Lease and the Trust Agreement. . Section 5. The forms, terms and provisions of the Notice and the Official Statement in the forms of such documents (including exhibits thereto) presented at this meeting and the distribution of such documents for the purpose of obtaining bids for the purchase of the Certificates are hereby ratified, approved and confirmed. The Official Statement in the form presented to this Board is hereby deemed final for the purposes of 17 C.F.R. 240. 15c2-12(b)(1) with such omissions as are permitted thereby. The Chairman and KCH 35381.1 012794 ":2- . . . the Clerk are hereby authorized and directed to make such corrections, modifications and additions to the Official Statement to constitute the final Official Statement and to execute the same and deliver appropriate copies thereof to the Purchaser. Section 6. The Chairman, the Clerk or the Finance Director are hereby authorized and directed to execute and deliver such other documents, contracts, certificates and agreements (the "Additional Documents") as such officer may determine to be appropriate to further the purposes of this resolution, the Lease and the Trust Agreement and the acquisition of the Leased Property, the execution thereof by such officer to be conclusive evidence of such determination. Such Additional Documents may include but not be limited to agreements for the acquisition of the Leased Property; assignments to the Trustee' or other appropriate parties of any rights to acquire the Leased Property; documents with respect to obtaining municipal bond insurance, surety bonds or other credit enhancement; and documents with respect to the use of a third party to acquire the Leased Property. Section 7. The County hereby requests the Trustee to take any and. all action necessary in connection with the execution and delivery of the Lease, the Truist Agreement, the Additional Documents, the acquisition of the Leased Property, and the issuance and sale of the Certificates. Section 8. The County's obligation to make the Lease Payments UIIlder the Lease does not constitute an obligation of the county for which the county is obligated to levy or pledge any form of taxation nor does the obligation to make Lease Payment$ under the Lease constitute an indebtedness of the County or of the State of Arizona or anyl of its political subdivisions with in the meaning of the Constitution of the State of Arizona or otherwise. Section 9. The County covenants that it will do all things necessary to assist the Trustee in the issuance and delivery of the Certificates. Section 10. After any of the Certificates are delivered by the Trust~e to the Purchaser thereof upon receipt of payment therefor, this resolution shall be and remain irrepealable until the Certificates and the interest thereon shall have been fully paid, cancelled and discharged. Section 11. All actions of the officers and agents of the County which are in conformity with the purpose and intent of this resolution, the Lease and the Trust Agreement, the acquisition of the Leased Property, and the issuance of the Certificates, whether heretofore or hereafter taken, shall be and are hereby ratified, confirmed and approved. The officers and agents of the County are hereby authorized and directed to do all such acts and things and to execute, acknowledge, and deliver all such documents and certificates on behalf of the County as may be deemed necessary or desirable to carry out such purpose, intent, acquisition and issuance. Section 12. If any section, paragraph, clause or phrase of this resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability KCH 35381.1 012794 -3- . . . of such section, paragrnph, clause or phrase shall not affect any of the remaining provisions of this resolution. Section 13. All orders, ,'esolutions and ordinances or parts thereof inconsistent herewith are hereby waived to the extent only of such inconsistency, 111is waiver shall not be construed as reviving any order, resolution or ordinance or any part thereof. PASSED, ADOPTED AND APPROVED on January 18, 1994. MOlIA VE COUNTY BOARD OF SUPERVISORS (. A 1YJ'EST: Board