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HomeMy WebLinkAbout93-347 . . . RESOLU~~ION 93-347 RESOLUTION AUTHORIZING JillD PROVIDING FOR THE EXECUTION, ISSUANCE AND SALE OF $5,675, 000 J~GGREGATE STATED PRINCIPAL AMOUNT OF KINGMAN EL2MENTARY SCHOOL]ISTRICT NO. 4 OF MOHAVE COUNTY, ARIZONA, REFUNDING BONDS ,:lERIES 1993 i PROVIDING CERTAIN TERMS, COVENANTS AND CONDITIONS CONCERNING THE BONDSi PROVIDING THE FORM OF BONDSi PROVIDING FOR TH3 DISPOSITION OF THE PROCEEDS OF SUCH BONDSi PROVIDING FOR THE A~JNUAL LEVY OF A TAX FOR THE PAYMENT OF THE BONDSi ACCEPTING A PROPOSAL FOR THE PURCHASE OF THE BONDSi APPOINTING A REGISTRAR, TR~illSFER AND PAYING AGENT WITH RESPECT TO THE BONDSi APPROVING THE FORM OF CONTRACT FOR SUCH REGISTRAR, TRANSFER AND PAYING AGENT .~illD AUTHORIZING EXECUTION AND DELIVERY THEREOFi APPROVING A DEPOSITORY TRUST AGREEMENT FOR THE SAFE- KEEPING AND HANDLING OF SE:~URITIES AND MONEYS TO BE USED TO PAY THE BONDS :SEING REFUNDED A~JD AUTHORIZING EXECUTION AND DELIVERY THEREOF i M..l\KING CERTAIN TAK COVENANTS i APPROVING A FEE PAYMENT AGREEMENT FOR PAYMENT TO THE COUNTY TREASURER OF THE FEES AND COSTS OF THE REGISTRAR, TRlillSFER AND PAYING AGENT AND ARBITRAGE CONSULTANTS i AND AUTHORIZDJG EXECUTION AND DELIVERY THEREOF i APPROVING A BOND PURCHASE AGREEMENT AND AUTHORIZING EXECUTION AND DELIVERY THEREOFi AUTHORIZING THE PURCHASE OF BOND INSURANCE OR OTHER CREDIT ENHANCEMENT FOR THE BONDSi AUTHORIZING THE REDEMPTION OF ANY BOND BEnJG REFUNDED i RATIFYING ALL ACTIONS TAKEN WITH RESPECT TO THE30NDS AND THE PREPARATION AND DISSEMINATION OF A PRELIMnJARY OFFICIAL STATEMENT i APPROVING A FORM OF OFFICIAL STATEMENT; AUTHORIZING EXECUTION OF THE OFFICIAL STATEMENTi AND AUTHORIZING CIRCULATION OF THE OFFICIAL STATEMENT. WHEREAS, the foll.owing school improvement bonds of the Kingman Elementary School ~istrict No. 4 of Mohave County, Arizona (the "District") have been issued and the Governing Board of the Dis::rict (the "Governing Board") has decided to pr8vide 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 below: LFW 28106 111193.1 - , Issue 11aturity Red,=mption esignation Date Principal Date Interest Redempt:io;:l (July 1) Amount (,July 1) Rate Premium School Improvement 1997 $ 350,000 1995 6,75% l'k Bonds, Project of 1986, Series B (1988) School Improvement 1999-2001 3 , 425 . I) 0 0 1997 6.9% 2~ Bonds, Project of 1986, Series C ( 1989) - School Improvement 2004 1 , 4 0 0 . I) 0 0 2002 6.75% a%- Bonds, Project of 1986, Series D (1990) the bonds listed above shall be collectively referred to as the "Bonds Being Refunded"); and . WHEREAS, the Governing Board has determined that it is expedient to refund the Bonds Beinq Refunded and that the issu- ance of the Bonds and the application of the net proceeds thereof to pay at maturity or call for redemption the Bonds Being Re- funded are necessary and advisable and are in the best interests of the District because the proposed Bonds can be sold to effect a lower annual tax burden for the District's taxpayers; and ~THEREAS, this Board finds that the issuance of the Bonds herein designated as Bonds is in the best interests of the District and it is expedient to so issue such Bonds; and ~THEREAS, in accordance with applicable law, the total aggregate of taxes levied to pay principal and interest on the Bonds in the aggregate shall not exceed the total aggregate principal amount 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 WHEREAS, pursuant. to the request of the Governing Board of the District, $5,675,000 in aggregate stated principal amount of such Bonds are to be issued and sold at this time; and WHEREAS, the Gcverning Board of the District has received a bid from Rauscher Pierce Refsnes, Inc. (the "Underwriter") and said District requested that the Bonds be sold through negotiation to the Underwriter; and . VifHEREAS, by this resolut:~on this Board will approve a bond purchase agreement (the "Bond Purchase Agreement" or "Purchase Agreement") to be entered into among the District, the County and the Underwri.ter for the sale of the Bonds to the Underwriter; and LFW 28106 111193,1 -2- . . . vffiEREAS, by this resolution this Board will authorize the execution, issuance and sale of such Bonds to the Underwriter in accordance with the Purchase Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF MORAVE COUNTY, ARIZONA, AS FOLLOWS: Section 1. Authorization. This Board authorizes to be issued and sold an issue o~ bonds in an aggregate stated principal amount of $5,675.000. T~e bonds so authorized shall be designated Kingman Elementary School District No. 4 of Mohave County, Arizona, Refunding Bonds, Series 1993 (the "Bonds"), and shall be issued and sold in accordance with the provisions of this resolution and delive::'ed agai::1st payment therefore by the original purchaser of the Bonds. The Bonds are issued fo~ 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 take advantage of the lower interest rates now available. Bonds of this se~ies mataring on July 1, 1999 through July I, 2000, inclusive, in the ag9regate stated principal amount of $1,050,000 are hereafte= also referred to as "capital appreciation Bonds II . Bonds of this se=ies maturing July 1, 1994 through' July I, 1998, inclusive, and July 1, 2001 through July 1, 2004, inclusive, in the aggreg'ate stated principal amount of $4,625,000 are hereafl:er also referred to as "current interest Bonds'. ~3ection 2. Term~~. The Bonds shall constitute both current interest and capital appreciation Bonds. The capital appreciation Bonds shall be dated the date of authentication and delivery to the initial purchaser. Interest on the capital appreciation Bonds will be accumulated and compounded from the date of authentication and delivery to the initial purchaser, which interest shall be paid only at maturity. Interest on the capital appreciation Bon.ds shall be compounded on January 1 and July 1 of each year, commencing January 1, 1994. The accreted values as of each January 1. and July 1 of the capital apprecia- tion Bonds having a matured value of $5,000 and based on the initial offering price to the public as shown in the Official Statement (as hereafter defined) shall be as set forth in Exhibit C attached hereto. Interest on the capital appreciation Bonds shaLL be the difference between the stated principal amount of the capital appreciation Bonds and the matured value. The capital appreciation Bonds shall be in the aggregate stated principal amount of $1,050,000 and shall mature on July 1 of the years, will have the matured values and have the approximate yields (based on the initial offering price to the public), all as set forth below: LFW 28106 111193.1 -3- . Maturity Original Date Principal Matured Approximate (Julv 1) Amount Value Yield 1999 $540,000 $1,285,000 4.15% 2000 510,000 1,285,000 4.30% The capital appreciation Bonds shall be issued in authorized denominations of $5,000 (matured value) or integral multiples thereof, in fully registered form and shall be sold under the terms and conditions set forth in the Bond Purchase Agreement. The printed capital appreciation Bonds shall be designated in the caption thereof as the Dis1::rict' sCapi tal Appreciation Refunding Bonds, Series 1993, and shall have such terms and provisions as are set forth herein, in the Bond Purchase Agreement and in the form of capital appreciation Bond attached hereto as Exhibit A. The current interest Bonds shall be dated November 15, 1993, will be in the aggregate principal amount of $4,625,000 and will mature on July 1 of the years and will bear interest from their date to the maturity of each of the current interest Bonds at the interest rates and amounts set forth below: Maturity (July -1.l Pr:..ncipal ,--1),mol~m t Interest Rates . 1994 1995 1996 1997 1998 2001 2002 2003 2004 C: .,.' 200,000 :no,ooo :n5,000 1,070,000 :2:00,000 1,255,000 25,000 25,000 1,425,000 2.65% 3.00% 3.20% 3.50% 3.65% 4.15% 4.30% 4.40% 4.60% Interest on the current interest Bonds shall be payable on July 1, 1994, and semiannually thereafter on each succeeding July 1 and January 1 (each an. "Interest Payment Date") during the term of the current interest Bonds. The current interest Bonds shall be issued in authorized denominations of $5,000 or integral multiples thereof, in fully registered form and shall be sold '..lnder the' terms and conditions set forth in the Bond Purchase Agr'eement. The printed current interest Bonds shall be designated in the caption thereof as the District's Current Interest Refunding Bonds, Series 1993, and shall have such terms and provisions as are set forth herein, in the Bond Purchase Agreement and in the form of Current Interest Bond attached hereto as Exhibit B. . The Bonds are trans::erable in the manner set forth in the forms of Bond attached as gxhibit A and Exhibit B hereto and LFW 28106 111193,1 -4- . . '. incorporated by reference herein. Interest on the current interest Bonds 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 main- tained by the Registrar (as defined hereafter). Interest shall be paid to such Owner as of the close of business of the Regis- trar on the fifteenth day of the month preceding an Interest Payment Date, or if such date is a Saturday, Sunday or holiday, on the previous business day (the "Record Date"). Any interest which is not timely paid or duly provided for shall cease to be payable to the person who is shown as the Owner thereof as of the Record Date, and shall be payable to the Owner thereof at the close of business on a special record date for the payment of the overdue interest. The date of payment of such overdue interest and such special record date will be fixed by the Registrar whenever moneys become available for payment of the overdue interest and notice of the date of payment of such overdue interest and such special record date will be given to registered owners not less than ten (10) days prior to the special record date. Payment of interest on the current interest Bonds may also be made by wire transfer "J.pon two (2) days prior written request delivered to the Bond Registrar and Paying Agent specifying a wire transfer address in the continental United States by any owner of an aggregate principal amount of at least $1,000,000. Interest on the current interest Bonds will be computed on the basis of a year comprisE::d of 360 days consisting of twelve (12) months of thirty (30) days each. Principal of and premium, if any, on the current interest Bonds, and in the case of the capital appreciation Bonds, the matured value of the capital appreciation Bonds will be payable, when due, upon presentation and surrender of the Bond at the principal corporate trust office of the Registrar. .Section 3. Prio]c Redemption. The Bonds are not: subj ect to call for redemption prior to their stated maturity dates. Section 4. ~:;eqlrity. For the purpose of paying the principal of, interest on and costs of administration of the registration and payment: of the Bonds there shall be levied on all the ~axable property in the District a continuing, direct, annual, ad valorem tax sufficient to pay all such principal, interest, premium 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. 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. So long as the principal of and interest on the Bonds Being Refunded are paid LFW 28106 11119.3.1 -5- . . . when due from the trust established for such purpose, no taxes need be levied for the pallT~:ent of amounts to become due on the Bonds Being Refunded; provided, however, that if the trust created for such purpose is ever insufficient to pay the principal of and interest on the Bonds Being Refunded when due, any taxes levied to pay principal of and interest on the Bonds shall first be applied to the payment of amounts due on the Bonds Being Refunded. lilly provision of the foregoing paragraph to the contrary notwithstanding, the total aggregate of taxes levied to pay principal and interest on the Bonds in the aggregate shall not exceed the total of the 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 on the Bonds Being Refunded. Upon the creatiol:. of the trust for payment of the Bonds Being Refunded, all moneys collected thereafter during the current fiscal year which would ot:Clerwise have been credited to the Interest and Redemption Funds Ear the Bonds Being Refunded shall be credited to the Interest and Redemption Funds created to service the Bonds. ~3ection 5. );;rse _of Proceeds Upon the delivery of and payment for the Bonds in accordano2 with the terms of their sale, the net proceeds of the Bonds, together with any premium paid by the purchaser for all Bond:=:, after payment of the costs and expenses of their issuance, shall ::Je applied, along with any necessary amounts credit.ed to the Interest and Redemption Funds for the Bonds Being Refunded, or for other bonds of the District over and above amounts nee(:led to make payments on such bonds on or before the first day of the fiscal year next commencing, along with other money lawfully civailabl'2 to the District, to create an irrevocable trust for the benefit of the owners of the Bonds Being Refunded. Amounts c:~'edited to the trust, other than any beginning cash balance, sha.ll be invested immediately in obliga- tions issUE=d by or guaranteed by the United States of America the maturing principal of and interest on which, together with any beginning cash balance, will be sufficient to pay the principal of and interest on the Bonds Being Refunded as the same becomes due. lilly balance of the net proceeds of the Bonds remaining after creation of the trust for the Bonds Being Refunded shall be transferred to the Interest. and Redemption Funds created for the Bonds. ~ection 6. Forms of Bonds. 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. The Bonds shall be in substantially the forms of ~xhibits LFW 28106 111193,1 -6- . . . A and B, attached heretc and incorporated by reference herein, with such necessary and appropriate omissions, insertions and variations as are permitt.ed or required hereby or by the Purchase Agreement and are approved by those officers executing the Bondsj execution thereof by such ()fficers 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 o~ the issue and the date of such Bond's authentication and registration. The Bonds are prohibited from being converted to coupon or bearer form without the consent of the Board of Supervisors and approval of bond counsel. ~3ect ion 7. ~:xe(;~ution of Bonds and Other Documents. A. The Bonds shall be executed for and on behalf of the District by its President and attested by its Clerk a~d countersigned by the T:reasurer of this County (the "Treasurer") by their manual or facsinile signatures. If an officer whose signature is on a Bond no Longer holds that office at the time the Bond is authenticated and registered, such Bond shall nevertheless be valid. No Bond 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 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 the Board: (1) The Registrar's Fee Payment Agreementj (2) The Registrar, Transfer and Paying Agent's A(3Teement j (3) The DI~!pository Trust Agreement j (4) The Bond Purchase Agreement. The Chairman of::he Board of Supervisors of this County (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 appro- priate omissions, insertio~s and variations as are permitted or required h~=reby and are. approved by those officers execut ing such agreements on behalf of the District and the County. The Clerk is authorized and directed to attest such signatures. Where LFW 28106 111193,1 -7- . . . 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. Section 8. NutJlated, Lost or Destroyed 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 uP9n the cancellation of the mutilated Bond or in lieu of and in substitu- tion for the Bond 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 destroyed or lost, filing with the Treasurer by evidence satisfactory to the Treasurer that such Bond was destroyed or lost, and furnishing the Treasurer with a sufficient indemnity bond pursuant to S 47-8405, Arizona Revised Statutes. Section 9. ~cceptance of Offer; Sale of BondsL Purchase Aoreement Approva=" and Authorization to Execute. The offer of the Underwriter for the purchase of the Bonds 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 are ordered sold to the Underwriter pursuant to the Bond Purchase Agreement and the Chairman and Clerk are authorized and directed to execute and deJ.iver 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 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. ~ection 10. Official Statement. The distribution by the Underwriter of a Prelil1inary Official Statement dated November 1, 1993 (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 State- ment") in connection with the offering and sale of the Bonds is hereby approved and autt~rized. Such 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 ~he personi signing such Official Statement. Execution of t~e Official Statement by such persons shall constitute conclusive evidence of such approval. The Preliminary Official Statement was, and the Official Stat,:ment is deemed to be final by this Board, based upon representations of LFW 28106 111193,1 -8- . . . the Governing Board of the District. ~Section 11. !:~gj.strar and payinq Aqent. The District will maintain an office or agency where Bonds may be presented for registration or transfer (the "Registrar") and an office or agency where Bonds may be :;)resented for payment (the "Paying Agent"). The District may appoint one or more co-registrars or one or more additional Payi.ng Agents. The Registrar and Paying Agent may make reasonable rules and set reasonable requir'ements for their respective functi.ons with respect to the owners of the Bonds. Initially, Bank One, Arizona, NA, Phoenix, Arizona, is appointed to act as Registrar and Paying Agent with respect to the Bonds. The District may change the Registrar or Paying Agent without notice to or conse~t of owners of the Bonds 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 all moneys held by the Paying Agent for the payment of principal of and interest 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 and in the name of the Registrar and subject to ttle Registrar's direction. The Registrar shall keep separate registers for the Bonds. One register shall show the registered owners of the Bonds and of any transfer of the Bonds. When Bonds 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 registered in the name of the transferee of the same principal amount, ~aturity and rate of interest as the surrendered Bonds. All transfer fees and costs shall be paid by the transferor. The Registrar may, but shall not be required to transfer or exchange any Bonds during the period commencing (i) on the Record Date (or special record date) to and including the respective Interest Payment Date (or date set for paynent of overdue interest) 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 LFW 28106 111193.1 -9- . . . paid to the registered owner as if such transfer or exchange had not occurred. The Registrar shall authenticate Bonds for original issue $1,050,000 in aggregate stated principal amount of capital appreciation Bonds and $4,625,000 ~n aggregate principal amount of current: interest Bonds upon the written request of the County Treasurer. The Bond Registrar sha:l 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 12. Resqlution a. Contract. This resolution shall constitute a contract between the District and the County and the owners of the Bonds and sha.ll not be repealed or amended in any manner which would impair, impede or lessen the ric:rhts of the registered owners of the Bonds then outstanding. The performance by the Board of Supervisors of the obligations in this resolution, in the Bonds and the other agreements listed in Section 7(B) of this resolution is hereby authorized and approved. l\.ny provision of this resolution expressly reco9nizing or grantin9 rights in or to any insurer providing municipal bond insurance for the Bonds (the "Insurer") may not be amended in any manner which affects the r~ghts of the Insurer hereunder without the prior written consent of the Insurer. Section 13. Rat~fication of Actions. All actions of the officers and agents of the District, the County or the 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. 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. ~ection 14. Bond Insurance or Credit Enhancement. The Treasurer may expend Bond proceeds to purchase bond insurance or other credit enhancements for all or part of the Bonds as required by the Bond Purchase Agreement. The Treasurer is authorized and directed to payor cause to be paid such premiums, fees or costs, together with all other fees, costs and expenses of issuance, from Bond proceeds. ~;ection 15. ~riQr Redemption of Bonds Beina Refunded. The Board orders that the following Bonds Being Refunded be redeemed in advance of mat,urity at the following respective dates: LFW 28106 111193,1 -10- - . Issue l>1aturity Redemption esignation Date Principal Date Interest Redemption (July 1) Amount (.July 1) Rate Premium School Improvement 1997 <: 850,'JOO 1995 6,75% 1% .,. Bonds, Project of 1986, Series B (1988) - School Improvement 1999-2001 3,425, JOO 1997 6,9% 2%' Bonds, Project of 1986, Series C (1989) - School Improvement 2004 1,400, JOO 2002 6.75% O%- Bonds, Project of 1986, Series 0 (1990) - All actions of the officers of the County taken ort or after adoption of this resolution are ratified and confirmed. . ~;ection 16, Tax _Covenant~. 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, Article 7, and in consideration of retaining the exclusion of interest income on the Bonds from gross income for federal income tax purposes, the County covenants with the owners from time to time of the Bonds to neither take nor fail to take any action which action or failure to act is within its power and authority and would result in interest income on the Bonds becoming subject to inclusion as gross income for federal income tax purposes under either laws existi~g 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 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 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 amount.s representing rebates of arbitrage profits relating to the Bcnds; fiL.ng forms, statements and supporting documents as may be required under the federal tax laws; limiting the term of and yie:d on investments made with moneys relating to the Bonds; and :imiting the use of the proceeds of the Bonds and property financed thereby. The County' hE~reby designates' the Bonds as "qualified . tax-exempt obligations" for purpOSE~S of Section 265 (b) (3) of the Code, The County certifies that based on the certification by LFW 28106 111193,1 -11- . . . the District is reasonably anticipates that the aggregate amount of the tax-exempt obligations (for purposes of Section 265 (b) (3) of the Code) which will be issued for or by the District in calendar year 1993 will not exceed $10,000.000. Section 17. Other Mqneys. 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. Severab~lity. If any section, paragraph, subdivision, sentence, clause or phase of this resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this resolution. The Board of 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 any onE~ or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this resolution may be held illegal, invalid or unenforceable. PASSED, ADOPTED AND APPROV]~D by the Board of Supervisors of Mohave Count~y" Arizona on November 15, 1993. MOHAVE COUNTY BOARD OF SUPERVISORS /' .,~ ~'7 Xi/;N~~- ~ Sa . ~an~jerfer, C irman ATTEST: ~-' . . . ;EXHIBIT A Form of Capital Appreciation Bond (Face of 3ond) KINGMAN ELE~[ENTARY SCHOOL DISTRICT NO. 4 OF MOHAVE COUNTY, ARIZONA CAPITAL APPRECIATION REFUNDING BOND SERIES 1993 Number: Matured Va.lue: $ Maturity Date Initial DelivE!ry Date CUSIP Registered Owner: Matured Value: DOLLARS KINGMAN ELEMENTARY SCHOOI. DISTRICT NO. 4 OF MOHll,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 date set forth above, the matured value set forth above (the "Matured Value"). Interest hereon is payable at maturity and constitutes the difference between the stated principal amount of this bond and the Matured Value. The initial offeri~g price to the public and the accreted value of this bond based or:. such initial offering price is shown on the Schedule of Accreted Values of Capital Appreciation Bonds shown on the reverse hereof. The t-1atured Value will be paid at maturity in lawful money of the United States of America upon surrender of this bond at the designated office of the paying agent which on the original issue date is the principal corporate trust office of Bank One, A.rizona, NA, in Phoenix, ArizoncL This bond is not subject to call for redemption prior to maturity. See the reverse side of this bond for additional provi- sions which are a part of this bond. It is hereby certified and recited that all conditions, acts and things required by the Constitution and laws of t.he State of Arizona to exi.st, to occur and to be performed precedent to and in the issuance of this bond exist, have occurred a.nd have been performed and that the issue of bonds of which this i.s one, together wi th all other inc.,ebtedness of the District, is wi thin every debt and other limit prescribed b~ the Constitution and laws of the State of Arizo~a, and that due provision has been made for the levy and collection of a direct, annual, ad valorem LFW 28114 111193,1 A-l . . . tax upon all of the taxable proper~y in the District for the payment of this bond and of the interest hereon as each bE~comes due. 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, which signatures may be facsimile signatures. This bond is not valid or binding upon the District without the manually affixed signature of an authorized repre- sentative 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 and the occurrence of certain other conditions. KINGMAN ELEMENTARY SCHOOL DISTRICT NO. 4 OF MORAVE COUNTY, ARIZONA (facsimile) President, Governing Board ATTEST: (facsimile) Clerk, Governing Board COUNTERSIGNED: (facsimile) Mohave County Treasurer LFW 28114 111193,1 A-2 . . . AUTHENTICATION DATE: AUTHEN~ICATION CERTIFICATE This bond is one of the Kingman Elementary School District No. 4 of MohavE= County, A.rizona, Capital Appreciation Refunding Bonds, Series 1993, described in the resolution mentioned in this bond. Bank One, Arizona, NA, as Registrar By Authorized Representative (Form of Reverse Side of Capital Apprecia.tion Refunding Bond) This bond is one of an issue of general obligation refunding bonds in the aggregate stated principal amount of $5,675,000 (of which $1,050,000 aggreg~te stated principal amount constitutes Capital Appreciation Bonds and $4,625,000 aggregate principal amount constitutes Current Interest Bonds) of like tenor except as to ty-r;:le, a.mount, maturity date, interest payment provisions, interest rate or rate of approximate yield and number, issued by the District to refund certain previously issued and outstanding bOLds of the District, pursuant to a resolution duly enacted by the Board of Supervisors of Mc>have 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 ll.rizona thereunto enabling. For the punctual payment: of this bond and the int.erest hereon and for the levy and collection of ad valorem taxes sufficient for that purpo~;e, the full faith and credit of: the District are hereby i:rrevocably pledged; provided, however, that the total aggregate of taxes levied to pay principal and interest on the issue of refunding bonds of which this bond is one in the aggregate shall not exceed the total aggregate principal and interest to become due on the refunded bonds from the date of issuance of the refunding bonds to the final date of maturity of the refunded bonds; and subject, further, to the rights vested in the owners of the bonds bE!ing refunded by the issue of refunding bonds of which this bond is one to the payment of such rE~funded bonds from the same tax source in the event of a deficiency in the moneys and obligation~; issued by or guaranteed by the United States of America purchased from t:he proceeds of the sale of these refunding bonds and placed :~n trust for the purpose of providing for payment of principa:. of and interest on the LFW 28114 1111!n ,1 A-3 . . . refunded bonds. The owner of this bond must rely on the sufficiency of the moneys and obligations placed irrevocably in trust for payment of the n::funded :aonds. 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 desig- nated office of the registrar, which on the original issue date is the principal corporate trust office of Bank One, Arizona, NA, in Phoenix, Arizona, upon surrender and cancellation of this bond, but only in the manner and subject to the limitatio~ and upon payme:Clt of any charge,:; as provided in the authorizing resolution. Upon such tra::-lsfer a new bond of the same 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 req-.tired by law or permitted by th= authorizing resolution. Bonds of this maturity are issuable only in fully registered form in amounts due at maturity of $5,000 each or integral multiples thereof. The District, th2 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 language concerning Mun~cipal Bond Insurance Policy] Insurance Policy No. The following abbreviations, when used in the inscrip- tion on the face of this bond, shall be construed as though they were written out in full according to applicable laws or regula- tions: LFW 28114 111193.1 A-4 . . . (Form of ASElignment) TEN COM TEN ENT as tenants in common as tenants by the entireties as joint tenants with right of survi'lorship and not as tenants in common UNIF GIFT/TRANS MIN ACT.-- Custodian (Cust) (Minor) Under Uniform Gifts/Transfers to Minors Act JT TEN (State) Additional abbreviations may also be used though not ln list above (Fonn of Assignment) :~OR VALUE RECE:::VED the undersigned hereby sells, assigns and transfers unto (Name and Address of the within bond and all rights constitutes and appoints transfer the within bond on thereof, with full power of Transferee) thereunder, and hereby irrevocably I attorney to the books kept for registration substitution in the premises. Dated Signature Guaranteed: Note: The signature(s) on this assignment must correspond with the name(s) as written on the fa~e of the within registered bond in every particular with- out alteration or enlargement or any change whatsoever. The signature(s) should be guaranteed by an eligible guarantor institution pursuant to SEe Rule 17Ad-15 ALL FEES AND COSTS ARE PAYABLE BY THE TRANSFEROR LFW 28114 111193,1 A-5 . CAPITAL APPRECIATION BONDS SCHEDULE OF ACCRETED VALUES OF CAPITAL A,PPRECI.l~.TION BONDS (PER $5,OCO MATURITY AMOUNT) July 1, 1999 ] July 1, 2000 Accreted Value Maturity Date Maturity Date as of: Approx. Yield: Approx. Yield: 4.15% 4.30% December 7, 1993 $3,978.00 $3,781.25 January 1, 1994 3,988.93 3,792.02 July 1, 1994 4,071. 70 --- 3,873.55 January 1, 1995 4,156.19 3,956.83 July 1, 1995 4,242.43 4,041.91 January 1, 1996 4,330.46 4,128.81 July 1, 1996 4,420.32 4,217.58 January 1, 1997 4,512.04 4,308.26 July 1, 1997 4,605.67 4,400.88 January 1, 1998 - 4,701.23 ---l- 4,495.50 July 1, 1998 4,798.78 I 4,592.15 ...L i January 1, 1999 4,898.36 i, 4,690.89 July 1, 1999 5,000.00 4,791.74 - January 1, 2000 4,894.76 July 1, 2000 5,000.00 - , I --I. --i- --- ! . LFW 28114 111193.1 A-6 . . . EXHIBIT B (:1ace of Bond) KINGMAN ELE!v1ENTARY SCHOOL DISTRICT NO. 4 OF MOHAVE COUNTY, ARIZONA CURRENT INTEREST REFUNDING BOND SERIES 1993 Number: Denominatior.. : $ Interest Rate Maturity Date Dated Date CUSIP % November 15, 1993 Registered Owner: Principal A.mount: DOLLARS KINGMAN ELEMENTARY SCHOOL DISTRICT NO. 4 OF MOHA,VE COUNTY, ARIZONA, for value received, hereby promises to pay to the registered owner identified above, or registere~ assigns as provided herein, on the maturity date 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, 1994, and will accrue from the most recent 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 comput.ed on the basis of a year comprised of 360 days consisting of twelve (12) months having thirty (30) days each. Principal and interest are payable in lawful mo~ey of the United States of America. Interest will be paid by check payable in such money to the order of and mailed to the registered owner at the address shown on the registration books maintained by the registrar at the close of business on the record date as explained on the reverse hereof. Principal will 'be paid when due to the registered owner upon surrender of this bond for payment at the designated office of the paying ag'ent, which on the original issue date is the principal corporate trust office of Bank One, Ari.zona., NA, in Phoenix, Arizona. Payment of interest to any owner ownin9 an agsrregate principal amount of Bonds of at least $1,000,000 may also be made by wire transfer upon two days prior writter.. request delivered to the paying agent specifying a wire transfer address in the continental United States. LFW 28128 111193.1 B-1 . . . This bond is not subject to call for redemption prlor to maturity. See the reverse side of this bond for additional provl- sions which are a part of this bond. It is hereby certified and recited that all conditions, acts and things required by the Constitution and laws of the State of Arizona to exist, to occu~ and to be performed precedent to and in the issuance of this bond exist, have occurred and have been performed and that the issue of bonds of which this is one, together with all other i.ndebtedness of the District, is within every debt and other limi.t prescribed by the Consti"tution and laws of 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. The District has caused this bond to be executed by the President and attested by the Clerk of its Governing Boar4 and countersigned by the County Treasu~er of Mohave County, which signatures may be facsimile signatures. This bond is not valid o~ 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 and the occurrence of certain other conditions. KINGMilli ELEMENTARY SCHOOL DISTRICT NO. 4 OF MOHAVE COUNTY, ARIZONA (facsimile) President, Governing Board ATTEST: (facsimile) Clerk, Governing Board COUNTERSIGNED: (facsimile) Mohave County Treasurer LFW 28128 111193.1 B-2 . . . DATE OF AUTHENTICATION AND REGISTR1\.TION: AUTHENTJCATION CERTIFICATE This bond is one of the Kingman Elementary School District NO.4 of Mohave County, Arizona, Current Interest Refunding Bonds, Series 1993, described in the resolution mentioned on the reverse hereof. BANK ONE, ~.R.IZONA, NA, as Registrar Authorized Representative (For~ of ~everse Side of Bond) This bond is one of an issue of general obligation refunding bonds in the aggregate principal amount of $5,675,000 (of which $1,050,000 aggregate stated principal amount consti- tutes Capital Appreciation Bonds and $4,625,000 aggregate principal amount constitutes Current Interest Bonds) of like tenor except as to amotint, maturity date, interest rate, 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 Super- visors of Mohave County 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. For the punctual paYment of this bond and the interest hereon and for the levy and collect:ion 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 refunding bonds of which this is one in the aggregate shall not exceed the total aggregate principal and interest to become due on the refunded bonds from the date of issuance of the refunding bonds to the final date of maturity on the refunded bonds; .and subject, further, to the rights vested in the owners of the refunded bonds by the refunding bonds of this . issue t.O the paYment of such refunded bonds from the same tax source in the event of a deficiency in the moneys and obligations issued by or guaranteed by the Unit:ed States of America purchased from the proceeds of the sale of the refunding bonds and placed in trust for the purpose of providing for paYment of principal of and intereE:t on the refundE:d bonds o. The owner of this bond must rely on the sufficiency of the moneys and obligations placed irrevocably in trust for pa:yment of the refunded bonds. LFW 28128 111193.1 B-3 . . . 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 Bank One, Arizona, N.t~, in Phoenix, Arizona, upon surrender and cancellation of this bond, but only in the mannE:=r and subject to the limita- tions and upon payment of the charqes 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 exchanqe. 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 authorizinq 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, unless such date is a Saturday, Sunday or holiday, in which case the record date will be deemed to be the previous business day. 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. Bonds of this issue are issuable only in fully registered form in the denomination of $5,000 each 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. [Add language concerning Municipal Bond Insurance Policy] Insurance Policy No. The following abbreviations, when used in the inscrip- tion on the face of this bond, shall be construed as thousrh they LFW 28128 111193.1 B-4 . . . 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 UNIF GIFT/TRANS MIN ACT- Custodian (Cust) (Minor) under Uniform Gifts/Transfers to Minors Act (State) Additional abbreviations may also be used though not In list above (Fonn of 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 ~[thin bond on the books kept for registration thereof, with full power of substitution in the premises. Dated Signature Guaranteed: The signature(s) should be guaranteed by an eligible gu~rantor institution pursuant to SEC Rule 17Ad-15 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. ALL FEES AND TRANSFER. COSTS SHAc...L BE PAID BY THE TRANSFEROR LFW 28128 111193.1 B-5 . EXHIBIT C SCHEDULE OF ACCRETED VALUES OF CAPITAL APPRECI1\TION BONDS (PER $S,OOO MATUEITY AMOUNT) ] July 1, 1999 July 1, 2000 Accreted Value Maturity Date ~aturitYoDate as of: Approx.Yield: Approx.Y1eld: 4.15% 4.30!i; December 7, 2.993 $3,978.00 $3,781. 25 - January 1, 1994 3,988.93 3,792.02 -- - July 1, 1994 4,071.70 3,873.55 -- - January 1, 1995 4,156.19 3,956.83 -- - July 1, 1995 4,242.43 4,041.91 -- - January 1, 1996 4,330.46 4,128.81 -- - July 1, 1996 4,420.32 4,217.58 -- - January 1, 1997 4,512.04 4,308.26 - uly 1, 1997 4,605.67 4,400.88 -- - January 1, 1998 4,701.23 4,495.50 -- - July 1, 1998 4,798.78 4,592.15 -- - January 1, 1999 4,898.36 4,690.89 -- - July 1, 1999 5,000.00 4,791.74 -- - January 1, 2000 4,894.76 -- - July 1, 2000 5,000.00 - -- - -- - -- - -- - - -- - - .