Loading...
HomeMy WebLinkAbout92-212 I I I RES()LU:~ION NO. 92-212 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $4,500,000 AGGREGATE PRINCIPAL AMOUNT OF COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO.2 OF MOHAVE COUNTY, AHIZONA, SCHOOL IMPROVEMENT BONDS, PROJECT OF 1990, SERIES C (1992); PROVIDING FOR THE ANNUAL LEVY OF A TAX FOR THE PAYMENT OF THE BONDS; ACCEPTING A PROPOSAL FOR THE PURCHASE OF THE BONDS; AND PRESCRIBING TERMS AND PROVISIONS AND APPOINTING A REGISTRAR AND PAYING AGENT WI':'H RESPECT TO THE BONDS. WHEREAS, by the vote of a majority of the qualified electors of Colorado River Union High School District No. 2 of Mohave County, Arizona (the "District"), voting at a special bond election held in and for the District on May 15, 1990, the issuance of $24,000,000 School Improvement Bonds, Project of 1990, of the District has been authorized; and ~'lliEREAS, pursu.ant to the request of the Governing Board of the District, $4,500,000 in aggregate principal amount of such school improvement bonds are to be issued and sold at this time; NOW, THEREFORE:, IT IS RESOLVED BY THE BOARD OF SUPERVISORS OF MOHAVE COUN'I'Y, ARIZONA, AS FOLLOWS: ~ection 1. Authorization. There is hereby authorized to be issued and sold a series of bonds of the District in an aggregate principal amount of $4,500,000. The bonds so authorized shall be designated Colorado River Union High School District No. 2 of Mohave County, Arizona, School Improvement Bonds, Project of 1990, Series C (l992) (the "Bonds"), and shall be issued and sold as directed by this Board in accordance with the provisions of applicable laws. Section 2. Terms. The Bonds will be dated May 1, 1992, and ;;yill bear in'tE!re:;t from their date to the maturity of each of the Bonds at the rates set forth in the winning bid, a copy of which is attached hereto and incorporated herein. Interest on the Bonds will be payable on January 1, 1993, and semiannually thereafter on each succeeding July 1 and January 1 during the term of the Bonds. The Bonds shall be in the denomination of $5,000 each or integral multiples thereof, and shall be in fully registered form. The Bonds will mature on July 1 in the years 1994 to 2005, inclusive, as follows: sds00079n SWR:gmh 052292.1 '0''''7 I Maturity Date Principal Maturity Date Principal (July 1 ) .n.moun t (July l) Amount 1994 $260,000 2000 $385,000 1995 285,000 200l 405,000 1996 315,000 2002 415,000 1997 345,000 2003 430,000 1998 360,000 2004 455,000 1999 370,000 2 ;)0 5 475,000 The Bonds shall have suc~ additional terms and provi- sions as are set forth in ~he Notice Inviting Proposals for the Purchase of Bonds and in the form of Bond attached hereto as Exhibit A, which is a part of this resolution. Section 3. Prior Redemption. I A. Redemption. Bonds ~aturing on or prior to July 1, 1998, are not subject to call for redemption prior to their definite maturity dates. 30nds maturing on or after July 1, 1999, are subject to call for redamption prior to maturity, in whole or in part, on July 1, 1998, or on any interest payment date thereafter by the payment of a redemption price equal to the principal amount of each Bond called for redemption plus accrued interest to the date fixed for redemption plus a premium payable from any source lawfully available therefor, the premium (calculated as a percentage of the principal amount of the Bonds to be redeemed) to be computed as follows: Redemption Dates July l, 1998 and January 1: 1999 July 1, 1999 and January 1, 2000 and thereafter without premium. Premium 1. 0% 0.5% B. Notice. Notice of redemption of any Bond will be mailed not more than sixty (60) nor less than thirty (30) days prior to the date set for redemption to the registered owner of the Bond or Bonds being redeemed at the address shown on the bond register maintained by t:he registrar. Failure to give proper notice of redemption shall not affect the redemption of any Bond for which proper notice was given. I c. Effect of C~ill 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 Bonds on such date, and, if moneys for payment of the redemption price are held in separate accounts by the paying agent, interest on 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 -2- I I I the :edemption price thereof and such Bonds shall be deemed paid and no longer outstanding. D. Redemption of Less Than All of a Bond. The District may redeem an amount which is included in a Bond in the denomination in excess of, but divisible by, $5,000. In that event, the registered owner shall submit the 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 reflects the redemption so made to be authenticated and delivered to the registered owner thereof. Section 4. Secur j:!'y. For the purpose of paying the principal of, interest and premium (if any) on early redemption and costs of administration of the registration and payment of the Bonds there shall bE~ levied on all the ,taxable property in the District a continuing, direct, annual, ad valorem tax sufficient to pay all such principal, interest, premium and administration costs on the Bonds as the same 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) and administration costs as above-stated. Section 5. Use of Proceeds. The net proceeds from the sale of the Bonds, after payment of the expenses of issuance, shall be set aside and deposited by the County Treasurer in a separate fund entit:ed the Building Fund of the District. Subject to the provisions of Section 13 hereof, this resolution shall be construed as consent of the Board of Supervisors to invest such funds, pending use, in any of the securities allowed by A.R.S. S l5-1025. This resolution shall constitute a continuing consent to such investment and no further annual consent need be given; provided, however, that this Board may revoke such consent for any fiscal year after fiscal year 1991-92. The proceeds of the Bonds shall be expended only for the purpose set forth in the ballot used at the special bond election wherein issuance of the Bonds was approved. All moneys deposited to the debt service fund of the District may be invested in the same manner as the Colorado River Union High School District No. 2 oJ: Mohave County, Arizona, School Improvement Bonds, Project of 1990, Series C (1992) Building Fund and this resolution shall be construed to be a consent to such investments and such consent shall also be construed to be continuing. Section 6. Form of Bonds. Pursuant to A.R.S. S 35-491, ~ fully registered bond J:orm 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 -3- I I I administration of the Bonds. The Bonds shall be in substantially the form of Exhibit A, attached hereto and incorporated by reference herein, with such necessary and appropriate omissions, insertions and variations as are permitted or required hereby or by the Notice Inviting Proposals for the Purchase of Bonds and are approved by those officers executing the Bonds. Execution of the Bonds by such officers shall constitute conclusive evidence of such approval. ~he Bonds may have notations, legends or endorsements required by law, securities exchange rule or usage. Each Bond shall show both the date of the issue and the date of such Bond's authentication and registration. The Bonds are prohibited from being converted to coupon or bearer Bonds without the consent of the Board of Supervisors and approval of bond counsel. Section 7. Execution of Bonds and Other Documents. The Bonds shal: be executed for and on behalf of the District by the President and attested by the Clerk of the Governing Board and countersigned by the Chairman of the Board of Supervisors of this County. Any or all of such signatures may be manual or by facsimile or mechanical reproduction~ however, if such signatures are by facsimile, such officers shall manually sign a certificate adopting as and for their signatures on the Bonds the respective mechanically reproduced signature affixed to the Bonds. Notwithstanding any provision of this Section, no Bond shall ever bind the District until it has been manually authenticated by the registrar. The Chairman is authorized to execute and deliver a final official statement to be used in connection with the sale of the Bonds. If an officer whose signature is on a Bond no longer holds that office at the time the Bond is authenticated and registered, the Bond shall nevertheless be valid. A Bond shall not be valid or binding until authenticated by the manual signature of an authorized represen- tative of the registrar. The signature of the authorized representative of the registrar shall be conclusive evidence that the Bond has been authenticated and issued under this resolution. Section 8. Mutilated, Lost or Destroyed Bonds. I~ case any Bond becomes mutilated or destroyed or lost, the District shall cause to be executed and delivered a new Bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, upon the registered owner's paying the reasonable expenses and charges of the District in connection the:ewith and, in the case of the Bond destroyed or lost, filing with the County Treasurer by the registered owner evidence satisfactory to the Treasurer that such -4- I I I -.....T. Bond was destroyed or lost. and furnishing the County Treasurer with a sufficient indemnity bond pursuant to S 47-8405, Arizona Revised Statutes. Section 9. Acceptance of Proposal. The proposal of MERRILL LYNCH & co. for the purchase of the Bonds is hereby accepted and the Bonds are hereby ordered sold to such purchaser in accordance with the terms of such proposal and the terms and conditions of the Notice Inviting Proposals for the Purchase of Bonds. Such proposal shall be in accordance with the winning bid, a copy of which is attached hereto and incorporated herein. The County Treasurer is hereby authorized and directed to cause the Bonds to be delivered to the purchaser upon receipt of payment therefor. and satisfaction of the other conditions for delivery thereof in accordance with the terms of the sale. Section 10. Registrar and Paying Agent. The District will maintain an office or agency where Bonds may be presented for registration of transfer (the "Registrar") and an office or agency where Bonds may be presented for payment (the "paying Agent"). The District may appoint one or more 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. Ini tially, VALLEY NATIONAL BANK OF ARIZONA , Phoenix, Arizona, is appointed~,-a(:t as Registrar and Paying Agent with respect to the Bonds. ~~he 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. The fee payment agreement between the County and the District is hereby approved in substantially the form on file with the Clerk, to provide for the payment of the costs of registration and printing of the Bonds. The contract for Registrar's services is heJ~eby approved in substantially the form on file with the Clerk to provide for the payment of Registrar's services. The Chairman of this Board and the Treasurer are hereby authorized and directed to execute and deliver the contract and the Clerk of this Board may attest the signatures of either or both of such officials. Each Paying Agent shall be required to agree in writing that the Paying Agent will hold in trust for the benefit of the owners of the Bonds all money held by the Paying Agent for the payment of principal of and interest and any premium on the Bonds. The Registrar may appoint an authenticating agent acceptable to the District to authenticate Bonds. An -5- I I ~ ~ i .i < ; . I authenticating agent may a~thenticate Bonds whenever the Registrar may do so. Each reference in this resolution to authentication by the Registrar includes authentication by an authenticating agent actin3 on behalf and in the name of the Registrar and subject to the Registrar's direction. The Registrar shall keep a register of the Bonds, the registered owners of the Bands and of transfer of the Bonds. When Bonds are presented t~ the 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 transferee of the same principal amount, maturity and rate of interest as the surrendered Bonds. The "Record Date" for the Bonds shall be the close of business of the Registrar on the fifteen:h day of the month preceding an interest payment date, or if such date is a Saturday, Sunday or legal holiday, the previous business day. Bonds presented to the Registrar for transfer af:er the close of business on the Record Date and before the close ~f business on the next subsequent interest payment date will be registered in the name of the transferee but the interest payment will be made to the registered owners shown on the books of the Registrar as of the close of business on the respective Record Date. The Registrar shall authenticate Bonds for original issue up to $4,500,000 in aggregate principal amount upon the written request of the County Treasurer. The Registrar shall keep a register of the Bonds and of their transfer. The aggregate principal amount of Bonds outstanding at any time may not exceed that amount except for replacement Bonds as to which the requirements of the Registrar and the District are met. Section 11. Resolution a Contract. This resolution shall constitute a contract between the District and the registered owners of the Bonds and shall not be repealed or amended in any manner which would impair, impede or lessen the rights of the registered owners of the Bonds then outstanding. The performance by the Board of Supervisors of the obligations in this resolution and in the Bonds is hereby authorized and approved. Section 12. Tax Covenants. In consideration of the purchase and acceptance of the Bonds by the owners thereof and, as authorized by Arizona Revised Statutes, Title 35, Chapter 3, Article 7, and in consideration of retaining the exclusion of interest income from gross income on the Bonds 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 in gross income for federal income tax purposes -6- I I I 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 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 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 13. Designation of Obligations. The Board of S~pervisors hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). rrhe Board of Supervisors hereby certifies that it reasonably anticipates that the aggregate amount of qualified tax-exempt obligations (as defined in Section 265(b)(3)(B) of the Code) which will be issued for or by the District (including all subordinate entities thereof) in calendar year 1992 will not exceed $lO,OOO,OOO. ~ection 14. 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. Section 15. 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. Any changes made in the Notice Inviting Proposals for the Purchase of Bonds which do not conform to the prior order of this Board are hereby ratified. The proper officers and agents of the District and the County are hereby authorized and directed to do:all such -7- I I J ~ I ~1 ',,"< acts and things and to execute and deliver all such documents on behalf of the District as nay be necessary to carry out t~e terms and intent of this resolut~on. PASSED, ADOPTED AND APPROVED by the Board of Supervisors of Mohave County, Arizona, on June 1, 1992. ~~n . .-u , t -8- ~ /L4~J ~ ' I I I EXHIBrr A (Face of Bond) COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF MOHAVE COUNTY, ARIZONA SCHOOL IMPROVEMENT BOND PROJECT OF 1990, SERIES C (1992) Number: Denomination: $ Interest Rate Maturity Date Original Issue Date CUSIP % May 1, 1992 Registered Owner: Pr incipal lilllount: DOLLARS COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF MOHAVE 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. Certain bonds of the series of which this bond is one are subject to call for redemption prior to maturity in accordance with the terms set forth on the reverse of this bond. Interest is payable on January 1 and July 1 of each year commencing January l, 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 compute~d on the basis of a year comprised of 360 days consisting of twelve (12) months of thirty (30) days each. Principal, interest and any premium are payable in lawful money of the Uni t.ed States of Arner ica. Interest will be paid by check payable in s~ch money drawn on the paying agent and 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 and any premium 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 in Phoenix, Arizona. sds000790 SWR:gmh 052292.1 I I I See the reverse side of this bond for additional provisions. 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 Chairman of the Board of Supervisors 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. COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO.2 OF MOHAVE COUNTY, ARIZONA President, Governing Board AT~rEST : COUNTERSIGNED: Clerk, Governing Board Chairman, Board of Supervisors DATE OF AU~rHENTICATION A,ND REGISTRATION: AUTHENTICATION CERTIFICATE This bond is one of the Colorado River Union High School District No. 2 of Mohave County, Arizona, School -2- -,'->. I Improvement Bonds, Project of 1990, Series C (1992), described in the resolution mentioned on the reverse hereof. as Regi~3trar Authorized Representative (Form of ~everse Side of Bond) This bond is one of a series of bonds in the aggregate principal amount of $4,500,000 of like tenor except as to amount, maturity date, rate of interest and number, issued by the District to provide funds::o make those school improvements approved by a majority vote of qualified electors voting at an election duly called and held in and for the District, pursuant to a resolation of the Board of Supervisors of Mohave County duly adopted prior to the issua~ce hereof and pursuant to the Consti- tution and laws of the State of Arizona relative to the issuance and sale of school district: improvement bonds, and all amendments thereto, and all other laws of the State of Arizona thereunto enabling. I 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. ~ " Bonds maturing on or prior to July 1, 1998, are not subject to call for redemption prior to their definite maturity dates. Bonds maturing on or after July l, 1999, are subject to call for redemption prior to maturity, in whole or in part, on July 1, 1998, or on any interest payment date thereafter by the payment of a redemption price equal to the principal amount of each bond called for redemption plus accrued interest to the date fixed for redemption plus a premium payable from any source lawfully available therefor, the premium (calculated as a percentage of the principal amount of the bonds to be redeemed) to be computed as follmvs: ,,' '.>.1 :'~ Redemption Dates July l, 1998 and January 1~ 1999 July l, 1999 and January 1, 2000 and thereafter without premium. Premium l.O% 0.5% I Notice of redemption of any bond will be mailed not more than sixty (60) nOJ~ less than thirty (30) days prior to the date set for redemption to the registered owner of the bond or bonds being redeemed at thE: address shown on the bond register maintained by the registrar. Failure to give proper notice of -3- :>~ I -1 . "j \ .-, 2:i :1 ~j ';1 :" ~ i ~ -I "j ;i ~':.I '.f -..1 J redemption shall not affect: the redemption of any bond for which proper notice was given. The registrar or paying agent may be changed by the District 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 upon surrender and cancellation of this bond, but only in the manner and subject to the limitation and upon payment of the charges 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 ot: the month preceding an interest payment date as the record date for this series 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 next interest payment date, ownership will be transferred in the normal manner but the next interest paymEmt will be made payable to and mailed to the owner shown on,the registrar's books at the close of business on the record date. The registrar may but need not register the transfer of a bond which has been selected for redemption and need not register the transfer ot: any bond for a period of fifteen (15) days before a selection of bonds to be redeemed; if the transfer of any bond which has been called or selected for call for redemption in whole or in part is registered, any notice of redemption which has beE~n given to the transferor will be binding upon the transferee and a copy of the notice of redemption will be delivered to the transferee along with the bond or bonds. Bonds of this series 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, interest and any premium and for all other purposes and none of them shall be affected by any notice to the contrary. -4- I I il >i ,i -::::-::-:+ n. ,"__, ,.__. .__' ~_.- - - - - - - -- - - - - - - - - - - - - - - - The following abbreviations, when used in the inscription on the face of this bond, shall be construed as though they were written out in full according to applicable or regulations: laws TEN COM-as tenants in common TEN ENT-as tenants by the entireties JT TEN-as joint tenants with right of survivorsh~p and not as tenants ~n 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 ~ddress of Transferee) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the wfthin 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. Signature Guaranteed: Commercial bank, trust company or member of a national securities exchange ALL FEES AND TRANSFER COSTS SHALL BE PAID BY THE TRANSFEROR -5-