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HomeMy WebLinkAbout93-098 . . . RESOLUTION NO. 93-98 RESOLUTION AUTHORIZING AND PROVIDING FOR THE EXECUTION, ISSUANCE AND SALE OF $7,770,000 AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO.2 OF MOHAVE COUNTY, ARIZONA, REFUNDING BONDS, SERIES 1993; PROVIDING CERTAIN TERMS, COVENANTS AND CONDITIONS CONCERNING THE BONDS; PROVIDING THE FORM OF BONDS; PROVIDING FOR ,]~HE DISPOSITION OF THE PROCEEDS OF SUCH BONDS; PROVIDING FOR THE ANNUAL LEVY OF A TAX FOR THE PAYMENT OF THE BONDS; ACCEPTING A PFlOPOSAL FOR THE PURCHASE OF THE BONDS; APPOINTING A REGISTRAR, ,]~RANSFER AND PAYING AGENT WITH RESPECT TO THE BONDS; APPROVING THE FORM OF CONTRACT FOR SUCH REGISTRAR, TRANSFER AND PAYING AGEN,]~ 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 REGISTRJffi, TRANSFER AND PAYING AGENT AND ARBITRAGE CONSULTANTS; Al~D AUTHORIZING EXECUTION AND DELIVERY THEREOF; APPROVING A BOND PURCHASE AGREEMENT AND AUTHORIZING EXECUTION AND DELIVERY THEREOF; AUTHORIZING THE PURCHASE OF BOND INSURANCE OR OTHER CREDI~~ ENHANCEMENT FOR THE BONDS; AUTHORIZING THE REDEMPTION OF ANY BOND BEING REFUNDED; RATIFYING ALL ACTIONS TAKEN WITH RESPECT TO THE BONDS AND THE PREPARATION AND DISSEMINATION OF A PRELI~~INARY OFFICIAL STATEMENT; APPROVING A FORM OF OFFICIAL STATEMENT; AUTHORIZING EXECUTION OF THE OFFICIAL STATEMENT; AND AUTHORIZING CIRCULATION OF THE OFFICIAL STATEMENT. WHEREAS, the following school improvement bonds of the Colorado River Union High School District No. 2 of Mohave County, Arizona (the "District") have been issued and the Governing Board of the District (the "Governing Board") has decided to provide for the redemption of a certain amount of such bonds on or prior to their respective maturity dates as set forth below: Principal Amount to be Refunded Series Designation Maturity Date (July 1) Dated Date Date of Payment at Maturity or Redemption School Improvement Bonds, 08/01/90 Project of 1990, Seri es A (1990) 7/1/97 7/1/97 7/1/97 7/1/97 7/1/97 2001 2002 2003 2004 2005 875,000 950,000 1,000,000 1,075,000 . 1,150,000 School Improvement Bonds, 06/01/91 Project of 1990, Series B (1991) 600,000 1,025,000 1,095,000 7/1/97 7/1/97 7/1/97 2002 2003 2004 sds00184f SWR:sw 040193.3 . . . 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 Being Refunded and that the issuance of the Bonds 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 Bonds can be sold to effect a lower annual tax burden for the District's taxpayers; and WHEREAS, this Board finds that the issuance of the Bonds herein designated as Bonds is i~ the best interests of the District and it is expedient to so issue such Bonds; and WHEREAS, 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 RefundE~d; and WHEREAS, pursuant to the request of the Governing Board of the District, $7,770,000 in aggregate original principal amount of such Bonds are to be issued and sold at this time; and WHEREAS, the Governing Board of the District has, received a bid from Peacock, Hislop, Staley & Given,' Inc. (the "Underwriter") and said District requested that the Bonds be sold through negotiation to the Underwriter; and WHEREAS, by this resolution 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 Underwriter for the sale of the Bonds to the Underwriter; and WHEREAS, 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 MOHAVE COUNTY, ARIZONA, AS FOLLOWS: Section 1. Authorization. This Board authorizes to be issued and sold an issue of bonds in an aggregate original principal amount of $7,770,000. The bonds so authorized shall be designated Colorado River Union High School District No. 2 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 delivered against payment therefore by the original purchaser of the Bonds. -2- . . . Bonds of this series maturing on July 1, 2002, in the aggregate original principal amount of $205,000, are hereafter also referred to as "capital appreciation Bonds" 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 take advantage of the lower interest rates now available. Bonds of this series maturing on July 1, 1995 through July 1, 2001, and July 1, 2003 through July 1, 2005, inclusive, in the aggregate principal amount of ~7,565,000 are designated as "current interest Bonds". Section 2. Terms. The Bonds shall constitute both -- current interest and capital appreciation Bonds. The capital appreciation Bonds shall be dated as of April 1, 1993. Interest on the capital appreciation Bonds will be accumulated and com- pounded from the date of authentication and delivery to the initial purchaser, which interest shall be paid only at maturity. Interest on the capital appreciation Bonds shall be compounded on January 1 and July 1 of each year, commencing July 1, 1993. The accreted values as of each January 1 and July 1 of the capital appreciation Bond 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 f attached hereto. Interest on the capital appreciation Bonds shall be the difference between the original principal amount of the capital appreciation Bond and the matured value. The capital appreciation Bonds shall be in the aggregate original principal amount of $205,000 and shall mature on July 1 of ' the year, will have the matured value and have the approximate yield, all as set forth below: Maturity Date (July 1) 2002 Original Principal Amount $205,000 Matured Value $1,735,000 Approximate Yield 5.25% 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 District's capital appreciation Bonds, Series 1993, and shall have such additional 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. -3- . . . The current interest Bonds shall constitute current interest obligations and ~:;hall be dated April 1, 1993, will be in the aggregate principal amount of $7,565,000 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) 1995 1996 1997 1998 1999 2000 2001 2003 2004 2005 :E'r incipal Amount $145,000 160,000 165,000 170,000 180,000 185,000 1,070,000 2,105,000 2,220,000 1,165,000 Interest Rates 3.35% 3.60% 3.75% 4.10% 4.30% 4.60% 4.70% 4.95% 5.10% 5.25% Interest on the current interest Bonds shall be payable on July I, 1993, 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 under the terms and conditions set forth in the Bond Purchase Agreement. The printed current interest Bonds shall be designated in the caption thereof as the District's Current Interest 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 transferable in the manner set forth in the forms of Bond attached as Exhibit A and Exhibit B hereto and 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 maintained by the Registrar, initially, Bank of America Arizona, having its principal corporate trust office in Phoenix, Arizona (the "Registrar"). Interest shall be paid to such Owner as of the close of business of the Bond Registrar on the fifteenth day of the month preceding an Interest Payment Date, or if such date is a Saturday, Sunday or holiday, on the next succeeding 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 -4- . . . payable to the Owner thereof at the close of business on a special record date for t:he 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. Principal of and premium, if any, on the current interest Bonds, and in the case of the Capital Appreciation Bonds, the sum of principal of and interest on the capital appreciation Bonds will be payable, when due, upon presentation and surrender of the Bond at the prin~ipal corporate trust office of the Registrar. Section 3. Prior Redemption. A. Capital Appreciation Bonds. The Capital Appreciation Bonds are not subject to call for redemption prior to their stated maturity. B. Current Interest Bonds. The Current Interest Bonds maturing on or prior to July 1, 2003, are not subject to call for redemption prior to their definite maturity dates. Current Interest 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, 2003, or on any interest payment date thereafter by the payment of a redemption price equal to the principal amount of each Bond call,ed 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 July 1, 2003 and January 1, 2004 July 1, 2004 and January 1, 2005 Premium 1.0% 0.5% and thereafter without premium. C. Notice of Redemption. Notice of redemption of any Current Interest 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 redemption date. Failure to properly give notice of redemption shall not affect the redemption of any bond for which notice was properly given. D. 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 provided for redemption of such -5- . . . Bonds on such date, and, if moneys for payment of the redemption price are held in separate accounts by the paying agent, interest OIl such Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds shall cease to be entitled to any benefit or security hereunder and the owners 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. 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, $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 re~flects the redemption so made to be authenticated and delivered to the registered owner thereof. Section 4. Security. 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 continuinsr, 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 when due from the trust established for such purpose, no taxes need be levied for the payment of amounts to become due on the Bonds Being Refunded; provided, however, that if the trus.t 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. Any 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 creation of the trust for payment of the Bonds Being Refunded, all moneys collected thereafter during the current fiscal year which would otherwise have been credited to -6- . . . the Interest and Redemption Funds for the Bonds Being Refunded shall be credited to the Interest and Redemption Funds created to service the Bonds. Section 5. Use of Proceeds Upon the delivery of and payment for the Bonds in accordance with the terms of their sale, the net proceeds of the Bonds, together with any premium paid by the purchaser for all Bonds, after payment of the costs and expenses of their issuance, shall be applied, along with any necessary amounts credited to the Interest and Redemption Funds for the Bonds Being Refunded, or for other bonds of the District over and above amounts needed to make payments on such bonds on or before the first day of the fiscal year next commencing, to create an irrevocable trust for the benefit of the owners of the Bonds Being Refunded. 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, will be sufficient to pay the principal of and interest on the Bonds Being Refunded as the same becomes due. Any 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. Section 6. Forms of Bonds. Pursuant to A.R.S. S 35- 491, a fully registered bond form is adopted as an alternative to the form of bond provided in A.R.S. 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 Exhibits A and B, attached hereto and incorporated by reference herein, with such necessary and appropriate omissions, insertions and variations as are permitted or required hereby or by the Purchase Agreement 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 form without the consent of the Board of Supervisors and approval of bond counsel. Section 7. Execution 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 and countersigned by the Treasurer of this County (the "Treasurer") -7- . . . by their manual or facsimile 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 Agreement; (2) The Registrar, Transfer and Paying Agent's Agreement; (3) The Depository Trust Agreement; (4) The Bond Purchase Agreement. The Chairman of the Board of Supervisors of this County (the "Chairman") or Treasurer, as applicable, are authorized and directed to execute such contracts on behalf of the District and the County and cause each respective contract to be delivered. The Clerk is authorized clnd 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. Section 8. Mutilated, 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 upon 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. Acceptance of Offer; Sale of Bonds; Purchase Agreement Approval and Authorization to Execute. The offer of the Underwriter for the purchase of the Bonds is -8- . . . 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 the Bond Purchase Agreement 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 the Bond Purchase Agreement to be delivered 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. Section 10. Official Statement. The distribution by the Underwriter of a Preliminary Official Statement dated March 25, 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 State- ment dated on or about the date hereof (the "Official Statement") in connection with the offering and sale of the Bonds is hereby approved and authorized. 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 the persons signing such Official Statement. Execution of the Official Statement by such persons shall constitute conclusive evidence of such approval. The 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. Section 11. Registrar. 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 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. Initially, Bank of America Arizona, 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 consent 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 -9- . . . 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 the Registrar's direction. The Registrar shall keep separate registers for the Bonds. One register shall show the registered owners of the Bonds and of transfer of the Bonds. When Bonds are presented to the Registrar or a co-registrar with a request to register 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 transfere'e of the same principal amount, maturity and rate of interest as the surrendered Bonds. All transfer fees and costs shall be paid by the transferor. The "Record Date" for the Bonds shall be the close of business of the Registrar on the fifteenth day of the month preceding an interest payment date. 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 fo,r payment 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 paid to the registered owner as if such transfer or exchange had not occurred. The Registrar shall authenticate Bonds for original issue $205,000 in aggregate original principal amount of capital appreciation Bonds and $7,565,000 in aggregate principal amount of current interest Bonds upon the written request of the County Treasurer. The Bond 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 12. Resolution a Contract. This resolution shall constitute a contract between the District and the owners of the Bonds and shall n01: be repealed or amended in any manner which would impair, impedE~ or lessen the rights of the registered owners of the Bonds then outstanding. The performance by the -10- . . 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. Any provision of this resolution expressly recognizing or granting 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 rights of the Insurer hereunder without the prior written consent of the Insurer. Section 13. Ratification 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. Section 14. Bond Insurance or Credit Enhancement. The Treasurer may expend Bond proceeds to purchase bond insurance or other credit ~nhancements for all or part of the Bonds as required by the Bond Purc:hase 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. Section 15. Prior Redemption of Bonds Being Refunded. The Board ordl~rs that the following Bonds Being Refunded be redeemed in advance of maturity at the following respective dates: Principal Maturity Amount Date of Payment Series Dated Date to be at Maturity or Designation Date (July 1) Refunded Redemption -- School Improvement Bonds, 08/01/90 2001 875,000 7/1/97 Project of 1990 2002 950,000 7/1/97 Series A (1990) 2003 1,000,000 7/1/97 2004 1,075,000 7/1/97 2005 1,150,000 7/1/97 School Improvement Bonds, 06/01/91 Project of 1990, 2002. 600,000 7/1/97 Series B (1991) 2003 1,025,000 7/1/97 . 2004, 1,095,000 7/1/97 -11- . . . All actions of the officers of the County taken on or after adoption of this resolution are ratified and confirmed. Section 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 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 requirement(s) and will take any such action(s) as in the op~n~on 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 amounts representing rebates of arbitrage profits relating to the Bonds: filing forms, statements 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. 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. 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 anyone or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this resolution may be held illegal, invalid or unenforceable. -12- . . . PASSED, ADOPTED AND APPROVED by the Board of Supervisors of Mohave County, Arizona, on April 5, 1993. MOHAVE COUNTY BOARD OF SUPERVISORS ,/ / ATTEST: . . . EXHIBIT A Form of Capital Appreciation Bond (Face of Bond) COLORADO RIVER UNION HIGH SCHOOL DISTRICT OF MOHAVE COUNTY, ARIZONA CAPITAL APPRECIATION REFUNDING BOND SERIES 1993 NO. 2 Number: Matured Value: $ Maturity Date CUSIP Registered Owner: Matured Value: COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF MOHAVE COUNTY, ARIZONA, for value received, hereby promises to pay to the registered OWnE!r identified above, or registered assigns as provided herein, on the maturity date set forth above, the matured value set fort:h above (the IIMatured Value II ). Inter- est hereon is payable at nlaturity and constitutes the difference between the original principal amount of this bond and the Matured Value. The initial offering price to the public and the accreted valued of the bond based on such initial offering price is shown on the Schedule of Accreted Values of Capital Apprecia- tion Bonds shown on the reverse hereof. The Matured Value will be paid at maturity in la""ful money of the United States of America which on the date of payment is legal tender for the payment of public and private debts 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 of America Arizona, in Phoenix, Arizona. This bond is not subject to call for redemption prior to maturity. 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 required by the Constitution and laws of the State of Arizona to exist, to occur and to be performed precedent to and in the issuance of this bond exist, have occurred and have been performed and that the series of bonds of which this is one, together with all other indebtedness of the District, is within every debt and other limit prescribed by the Constitution and laws of the State of Arizona, and that due provision has been sds00184g SWR:sw 040193.2 A-1 . . . 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 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 representative 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. COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO.2 OF MORAVE COUNTY, ARIZONA (Facsimile) President, Governing Board ATTEST: COUNTERSIGNED: (Facsimile) Clerk, Governing Board, (Facsimile) Mohave County Treasurer AUTHENTICATION DATE: AUTHENTICATION CERTIFICATE This bond is ,one of the Colorado River Union High School District No. 2 of Mohave County, Arizona, Refunding Bonds, Series 1993, described in the resolution mentioned in this bond. BANK OF AMERICA ARIZONA, Registrar By Authorized Representative A-2 . . . (Form of Reverse Side of Refunding Bond) SCHEDULE OF ACCRETED VALUES OF CAPITAI~ APPRECIATION BONDS (PER $5,,000 MATURITY AMOUNT) April 20, 1993 July 1, 1993 January 1, 1994 July 1, 1994 January 1, 1995 July 1, 1995 January 1, 1996 July 1, 1996 January 1, 1997 July 1, 1997 January 1, 1998 July 1, 1998 January 1, 1999 July 1, 1999 January 1, 2000 July 1, 2000 January 1, 2001 July 1, 2001 January 1, 2002 July 1, 2002 July 1, 2002 Maturity Date (Approx. Yield: 5.25%) 3,104.35 3,136.50 3,218.57 3,303.06 3,389.76 3,478.75 3,570.06 3,663.78 3,759.95 3,858.65 3,959.94 4,063.89 4,170.56 4,280.04 4,392.39 4,507.69 4,626.02 4,747.45 4,872.07 5,000.00 This bond is one of an isstie of bonds in the aggregate original principal amount of $7,770,000, comprised of $205,000 aggregate original principal amount of capital appreciation bonds and $7,565,000 aggregate principal amount of current interest bonds, all of like tenor except as to amount, maturity date, interest payment provisions, rate of approximate yield and number, issued by the District to refund certain previously issued and outstanding bonds of the District, pursuant to a resolution duly enacted by 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 improvement and 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 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 taxes levied to pay principal and interest on A-3 . . . the refunding 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 refunding bonds to the final date of maturity of the bonds being refunded; and, subject further to the rights vested in the owners of the bonds being refunded by the issue of refunding bonds of which this bond is one to the payment of such refunded bonds from the same tax sour~ 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 these refunding bonds and placed in trust for the purpose of providing for payment of principal of and interest on the refunded b6nds. The owner of this bond must rely on the sufficiency of the moneys and obligations placed irrevocably in trust for payment of the refunded bonds. 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 of America Arizona, in Phoenix, Arizona, upon surrender and cancellation of this bond, but only in the manner and subject to the limitation and upon payment of any charges as provided in the authorizing resolution. Upon such transfer 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 docum~nts and to pay any taxes and fees required by law or permitted by the 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, the Registrar and the Paying Agent may treat the registered owne!r of this bond as the absolute owner for the purpose of receiving principal and interest and for all other purposes and none of thenl shall be affected by any notice to the contrary. [INSERT BOND INSURANCE LANGUAGE FROM MBIA] The following abbreviations, when used in the inscription on the fa~e of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: A-4 . (Form of Assignment) UNIF GIFT/TRANS MIN ACT-- Custodian (Cust) (Minor) Under Uniform Gifts/Transfers to Minors Act 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 (State) Additional abbreviations may also be used though not in list above (Form 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 within bond 6n 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: The signature(s) should be guaranteed by an eligible guarantor institution pursuant to SEC Rule l7Ad-1S . A-5 . . . EXHIBIT B ' (Face of Bond) COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF MORAVE COUNTY, ARIZONA CURRENT INTEREST REFUNDING BOND SERIES 1993 Number: Denomination: $ Interest Rate Maturity Date CUSIP Original Dated Date % April 1, 1993 Registered Owner: Principal Amount: DOLLARS COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF MORAVE 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 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, 1993, and will accrue from the most recent date to which interest has been paid, or, if no interest has been paid, from the original issue date set forth above. Interest will be computed 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 money of the United States of America. Interest will be paid by check payable to the order of and mailed to the registered owner at the address shown on the registration books maintained by the regis- trar 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 agent, which on the original issue date is the principal corporate trust office of Bank of America Arizona, in Phoenix, Arizona. See the reverse side of this bond for additional provisions. sds00184h SWR:sw 040193.2 B-1 . . . 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 occur and to be performed precedent to and in the issuance of this bond exist, have occurred and have been performed and that the series of bonds of which this is one, together with all other indebtedness of the District, is within every debt and other limit prescribed by the Constitution 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 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 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. COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF MOHAYE COUNTY, ARIZONA (Facsimile) President, Governing Board ATTEST: COUNTERSIGNED: (Facsimile) Clerk, Governing Board (Facsimile) Mohave County Treasurer B-2 . . . DATE OF AUTHENTICATION AND REGISTRATION: AUTHENTICATION CERTIFICATE This bond is one of the Colorado River Union High School District No. 2 of Mohave County, Arizona, Refunding Bonds, Series 1993, described in the resolution mentioned on the reverse hereof. BANK OF AMERICA ARIZONA, as Registrar Authorized Representative - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Form of Reverse Side of Bond) The current interest bonds maturi~g on or prior to July 1, 2003, are not subject to call for redemption prior to their definite matur i ty d,ates. Current interest bonds matur ing on or after July 1, 2004, are subject to call for redemption prior to maturity, in whole or in part, on July 1, 2003, 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 i.nterest 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 July 1, 2003 and January 1, 2004 July 1, 2004 and January 1, 2005 Premium 1. 0% 0.5% and thereafter without premium. This bond is one of a series of bonds in the aggregate principal amount of $7,770,000 (of which $205,000 aggregate original principal amount constitutes capital appreciation Bonds and $7,565,000 aggregate principal amount constitutes current interest Bonds) of like tenor except as to amount, 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 Supervisors of Mohave County duly adopted prior to the issuance hereof, and Dursuant to the Constitution and laws of the State of Arizona rE~lative 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. B-] . . . 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 taxes levied to pay principal and interest on the refunding 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 refunding bonds to the final date of maturity of the bonds being refunded; and, subject further to the rights vested in the owners of the bonds being refunded by the refunding bonds of this issue to 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 United 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 interest on the 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 refunded bonds. 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 of America Arizona, in Phoenix, Arizona, upon surrender and caricellation of this bond, but only in the manner and subject to the limitation and upon payment of the charg~s 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, 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. B-4 . . . 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 BOND INSURANCE LANGUAGE FOR MBIA] 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 t~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 (Form 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 th~ 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. B-5 - . e Signature Guaranteed: The signature(s) should be guaranteed by an eligible guarantor institution pursuant to SEC Rule l7Ad-15 I. ALL FEES AND TRANSFER COSTS SHALL BE PAID BY THE TRANSFEROR B-6 - . e April 20, 1993 July 1, 1993 January 1, 1994 July 1, 1994 January 1, 1995 July 1, 1995 January 1, 1996 July 1, 1996 January 1, 1997 July 1, 1997 January 1, 1998 July 1, 1998 January 1, 1999 July 1, 1999 January 1, 2000 July 1, 2000 January 1, 2001 July 1, 2001 January 1, 2002 July 1, 2002 EXHIBIT C SCHEDULE OF ACCRETED VALUES OF CAPITJM. APPRECIATION BONDS (PER $5,000 MATURITY AMOUNT) July 1, 2002 Maturity Date (Approx. Yield: 5.25%) 3 , 104-. 3 5 3,136.50 3,218.57 3,303.06 3,389.76 3,478.75 3,570.06 3,663.78 3,759.95 3,858.65 3,959.94 4,063.89 4,170.56 4,280.04 4,392.39 4,507.69 4,626.02 4,747.45 4,872.07 5,000.00 B-7