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HomeMy WebLinkAbout91-056 I I I RESOLUTION NO. 91-56 RESOLUTION PROVIDING FOR 'rHE ISSUANCE AND SALE OF $1,187,000 AGGREGATE PRINCIPAL AMOUNT OF TOPOCK ELEMENTARY SCHOOL DISTRICT NO. 12 OF MOHAVE COUNTY, ARIZONA, SCHOOL IMPROVEMENT BONDS, PROJECT OF 1990; 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 }l~ND PAYING AGENT WITH RESPECT TO THE BONDS. WHEREAS, by the vote of a majority of the qualified E!lectors of Topock Elementary Sc:hool District No. 12 of Mohave County, Arizona (the "District") voting at a special bond election held in and for the Distric-t on November 6, 1990, the issuance of $1,187,000 School Improvement Bonds, Project 1990, of the District has been authorized; and WHEREAS, pursuant 1;0 "the request of the Governing Board of the District, $1,187,000 in an aggregate principal amount of such school improvement bonds are to be issued and sold at this time; NOW, ~rHEREFORE, IT IS RESOLVED BY THE BOARD OF SUPERVISORS OF MOHAVE COUNTY, ARIZONA, AS FOLLOWS: SectiQD-1. Authoriza1~ion. There is hereby authorizEld to be issued and sold an issue of bonds of the District in an aggregate principal of $1,187,000. The bonds so authorized shall be designated Topock Elementary School District No. 12 of Mohave County, Arizona, School Improvement Bonds, Project of 1990 (the "Bonds" ), and shall be i.ssued and sold as directed by thi.s Board in accordance with the provisions of applicable laws. Section 2. Terms. 'Jlhe Bonds will be dated March 1, 1991, and will bear interest 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. Interest on the Bonds will be payable on January 1, 1991, and semiannually thereafter on each succeeding July 1 and ~Janl1ary 1 during the term of the Bonds. The Bonds shall be in the denomina1:ion of $1,000 each or integral multiples thereof, and shall be in fully registered form. The Bonds will mature on July 1 in the years 1992 to 2009, inclusive, as follows: I Maturity Date Principal Ivtaturi ty Date Principal (July 1) _AI1lQ~_ILt~ (July 1) Amount 1992 $ 12,000 2001 $ 65,000 1993 60,000 2002 70,000 1994 35,000 2003 75,000 1995 40,000 2004 80,000 1996 45,000 2005 85,000 1997 45,000 2006 90,000 1998 50,000 2007 100,000 1999 55,000 2008 105,000 2000 60,000 2009 115,000 I I The Bonds shall have such additional terms and provisions as are set forth in the Notice Inviting Proposals for the Purchase of Bonds and the best proposal received in response thereto and in the form of Bond at-tached as Exhibit A, which is a part of this resolution. Section 3. Prior R:ede~mption. A. Redemption. Bonds maturing on or before July l, 2001, are not subject to call for redemption prior to maturity. Bonds maturing on or after .July 1, 2002, are subj ect to call for redemption prior to ma1:ur:L ty, in whole or in part on July 1, 2001, or any interest payment da-te thereafter by 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 and without a premium. SecticLr:L..A. 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 a"t the address shown on the bond register maintained by .the, registrar. Failure to properly give notice of redemption shall not affect the redemption of any Bond for which notice was properly given. A. Effect of Call for Redemption. On the date designated for redemp"tion by noticl:~ 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 Claase to be entitled to any benefit or securi ty hereunder and thl=~ owners of such Bonds shall have no rights in respect thereof excep"t to receive payment of the redemption price thereof and such Bonds shall be deemed paid and no longer outstanding. I I I B. RE~demption of r.es~; Than AJ1 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 payin!;1 agent shall make such partial payment and the Registrar shall cause 1t:o be issued a new Bond in a principal amount which reflects the redemption so made to be authenticated and delivered to the regrist:ered owner thereof. Section 5. SecUl[;ltx. For the purpose of paying the principal of and interest on the Bonds and costs of administra-tion of the re~gistration 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: 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 enoti t1ed the Debt Service Fund of the District and shall be used only for the payment of principal, interest and administrat:ion costs as above-stated. SectiQ_ILQ. Use of_.p.xJ~lceeds. 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 entitled 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. Section 15-1025. This resolution shall constitute a continuing consent to such investmEmt and no further annual consent need be given; provided, however, that this Board may revoke such consent for any fiscal year after fiscal year 1990-91. 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 inves1t:ed in thl~ same manner as the Topock Elementary School District No. 12 of Mohave County, l\rizona, School Improvement bonds, Project of 1990 Building Fund Cind this resolution shall be construed to be a consent to such investments and shall also be cons"trued to be continuing. Section 7. Form of ~onds. Pursuant to A.R.S. Sec1:ion 35- 491, a fully registered bond form is adopted as an alternative to the form of bond providE~d in .l\.R.S. Section 15-1023. A registrar and paying agent will be appointed for the administration of the Bonds. The Bonds shall be in substantially the form of Exhibi t ,.,~, attached hereto and incorporated by referenced 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. I I I Section 7. Form QL1~onds. Pursuant to A.R.S. Sect:ion 35- 491, a fully registered bond form is adopted as an alternative to the form of bond provided :i.n A. R. S. Section 15-1023. A registrar and paying agent will bE~ appointed for the administration of the Bonds. The Bonds shall be in substantially the form of Exhibit ~, attached hereto and incorporated by reference herein, with such necessary and appropriate. omissions, insertions and variations as are permi-tted or required hereby or by the~ Notice Invi ting Proposals for 1:he Purchase of Bonds and are approved by those officers executin9 1:he Bonds. Execution of the Bonds 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 Boned's authentication and registration. The Bonds are prohibited from being converted to coupon or bearer Bonds wi thout thE~ consent of the Board of Supervisors and approval of bond counsel. Section 8. Execution of Bond!~. The Bonds shall be executed for and on behalf of the District by the President and attested by the Clerk of the Governing Board and countersigned by the Chairman of the Board of Supervisors of this County. An~r or all of such signatures may be manual or by facsimile or mechanical reproduction; however, i.f such signatures are by facsimile, such officers shall manually sign a certificate adopting as and for their signatures on 1:he Bonds the respecti ve mechanically reproduced signatures affb:ed to the Bonds. Notwi thstanding any provision of this section, no Bond shall ever bind the District until it has been manually authenticated by the registrar. If an officer whosE~ signature~ is on a bond no longe~r 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 representative of the registrar. The signature of the authorized representative of the registrar shall be conclusive evi.dence that the Bond has been authenticated and issued under this resolution. Section 9. 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 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 therewith and, in the case of the Bond destroyed or lost, filing wi th the County Treasurer by the registered owner E~vidence satisfactory to the Treasurer that such Bond was destroyed or lost, and furnishing t:he County Treasurer with a sufficient indemnity bond pursuan-t to Section 47-8405, Arizona Revised Statutes. I I I Section 10. ACQ!;~tJ;mce of Proposal. The proposal of Valley National Bank for the purchase of the Bonds is hereby accElpted 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 TreasurE~r is hereby authorized and directed to cause the Bonds to be dEllivered to the purchaser upon receipt of payment thBrefore and satisfaction of the other conditions for delivery thereof in accordance with the terms of the sale. Section 11. Regi~j;;l~ar. 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 appoin1: 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 t:he Bonds. Ini tially, the Valley National Bank of Arizona, Phoenix, Arizona, is appointed to act as Registrar and Paying Agent with respect to the Bonds. 'rhe District may change the Registrar or Paying Agent wi thout noticE~ to or consent of owners of th.e Bonds and the District may act in any such capacity. The Registrar's fee payment a!;rreement between the County and the District is hereby approved in substantially the form on file wi th the Clerk, to provide for the payment of the costs of registration and printing of the Bonds. The contract for Registrar's services is her1eby approved in substantially t:he form on file wi 1:h the Clerk t:o provide for the payment of Registrar's services. Upon full eJeecution of the Registrar's fee payment agreement, the Chairman of this Board and the Treasurer are hereby aut:horized 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 on the Bonds. The Registrar may appoint an authenticating agent acceptable to the District to authBnticate Bonds. An authenticating agent may authenticate Bonds whenever the Registrar may do so. Each reference i.n this resolution to authentication by the Registrar includes authentication by an authenticating agent ac1:ing on behalf and in the name~ of the Registrar and subject to the Registrar's direction. I I I The Registrar shall keep a register of the Bonds, 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 regis1:ra1:ion books if its requirements for transfer are met and shall authen1:icate and deliver one or more Bonds registered in the name of the transferee of the same principal amount, maturi"ty and rate of interest as the surrendered Bonds. The "Rl:!Cord Date" for the Bonds shall be the close of business of the Registrar on the fifteenth day of the month prece~ding an interest: paymen1: date. Bonds presented to the Registrar for transfer after the close of business on the Record Date and before the close of business on the next subsequent interest payment date 'o\1i11 be registered in the name of the transferee but the intere:st payment (except interest paid at maturity or upon prior redemption) will be made payable to and mailed to the registered owners shown on the books of the Registrar as of the close of busi.ness on the respective Record Date. The Registrar shall authenticate Bonds for original issue up to $1,187,000 in aggre!;}at:1e principal amount upon the written request of the County Tre~asurer. 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. Secticm.-.l2. Resoluti,pn a Coptract. This resolution shall consti tute a contract hetvi7een the District and the registered owners of "the Bonds and shall not be repealed or amended in any manner which would impair" impede or lessen the rights of the registered owners of the Bonds then outstanding. Section 13. Ta~__--..c.pvenants!. In consideration of the purchase and acceptance of the Bonds by the owners there:of and, as authorized by Arizona ~evised Statutes, Title 35, Chapter 3, Article 7, and in consideration of retaining the exclusion of interest income on the Bonds from 9ross income for federal income tax purposBs, the County covenants with the owners from time to time of the Bonds to nl=i ther take nor fail to take any action which action of failure to act is within its power and authority and would result in interest incomE~ on the Bonds becoming subj ect to inclusion as gross income for federal income tax purposes under eithBr laws existing on the date of issuance of the Bonds or such la\l1S as they may be modifiE~d or amended. The County agree,s that it will comply wi th such requirement: ( s) and will take any such action( s) as in the opinion of Gust, Rosenfeld & Henderson ("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 includB but are not limited to making further specific covenants; making truthful certifications and representations and giving necessary assurances; complying with I I I all representations, COVI::mants and assurances contained in certificate~s or agreements to be prepared by bond counsel; to pay to the United State of lUnerica any required amounts representing rebates of statements and supporting documents as may be required under the federal tax laws; limi t:ing 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 14. Designation 0:1;' Obligations. The Board of Supervisors hereby desigrnat:es the Bonds as "qualified tax-exempt obligations" for purpose of Section 265 (b) (3) of the Internal Revenue Code of 1986, .as amended (the "Code"). The Board of Supervisors hereby certi.fiE~s that it reasonably anticipat:es that the aggregate amount of qualifie~d 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 Emti ties thereof) in calendar year 1991 will not exceed $10,000,000. Secti(ID~. Seve~rabili ty. 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 resoluti.on 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,. subdi visions sentences, clauses or phrases of this resolution may be held illegal, invalid or unenforceable. Section 16. Rati_:ti..Q.f~tion 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 furthl~r the issuance and sale of the Bonds as contemplated by this resolution whether heretofore or hereafter 1:aken are hereby ratified, confirmed and approved. Any changes made in the Notice Invitin9 Proposals for the Purchase of Bonds which do not conform to the prior order of this Board and are hereby ratified. 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 t:he District as may be necessary t:o carry out the terms and intent of this resolution. PASSED, ADOPTED AND APPROVED by the Board of Supervisors of Mohave County, Arizona" on February 4, 1991. ..'"'' "'" MOHAVE COUNT BOARD OF SUPERVISORS " \ ", " . ) r-.," II,,,,, ..... . :,' \. .\1 "J (; :/0' "'" (/ /:',.< r~~,,/'~:,~~~ 4c:,:.,.~_ ~~~:.;, J 41.d1c~ : C.J b..".~~~~.(,G~~~'~~~ ?,,:~LOIS J.,~), CHAIRMAN :. r;7-;n~y I.t,i({' ~: - L-, '\ .' t- ",,,,.v-~'~"'1' :/ ATr~~'I\:~ ' ,'. '. .-!~'.. Pl{l.t~_-;~~,,~ v~ '.' .. \; ':..., ~:a7n, Clerk -~~---- *.,. I \-', \\. '::..,,\'\,.... ""'""".,t1"'\" "'" itf. sds000761 BMC:jmd 012891.1 I EXHIBI'l~ A (race of Bond) TOPOCK ELEMENTARY SCHOOL DISTRICT NO. 12 OF MORAVE COUNTY, I~IZONA SCHOOr. IMPROVEMENT BOND PROJECT Ol~ 1990 Number: Denomination: $ Interest Rate Maturity Date Original Issue Date CUSIP % March 1, 1991 Registered Owner: principal Amount: DOLLARS I TOPOCK ELEMEN'I'J~RY SCHOOL DISTRICT NO. 12 OF HOHAVE COUNTY, ARIZONA, for value recei.ved, 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 issue 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 1, 1992, and will accrue Erom 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 of thirty (30) days each. I Principal and interest are payable in lawful money of the United States of America. Interest will be paid by check payable in such 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 registrar at the close of business on the record date as explained on the reverse hereof. Principal will be paid I 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 The Valley National Bank of Arizona in Phoenix, Arizona. 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 occurr~d and have been performed and that the issue 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. I 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. TOPOCK ELEMENTARY SCHOOL DISTRICT NO. 12 OF MORAVE COUNTY, ARIZONA President, Governing Board AT~~EST : Clerk, Governing Board COUNTERSIGNED: M';:~.. y/L;t/~~./f' Chairman, ~oard of Supervisors I -2- I DATE OF AUTHENTICATION AND REGISTRATION: AUTHENTICATION CERTIFICATE This bond is one of the Topock Elementary School District No. 12 of Mohave County, Arizona, School Improve- ment Bonds, Project of :990, described in the resolution mentioned on the reverse hereof. THE VALLEY NATIONAL BANK OF ARIZONA, as Registrar Authorized Representati0e - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Form of Reverse Side of Bond) I This bond is one of an issue of bonds in the aggregate principal amount of $1,187,000 of like tenor except as to amount, maturity date, rate of interest and number, issued by the District to provide funds to 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 resolution of the Board of Supervisors 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 improvement 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. Bonds maturing on or before July 1, 2001, are not subject to call for redemption prior to maturity. Bonds maturing on or after July 1, 2002, are subject to call for redemption prior to maturity, in whole or in part on July 1, 2001, or any interest payment date thereafter by 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 and without a premium. I Notice of redemption of any bond will be mailed not more than sixty (60) nor less than thirty (30) days prior t:o 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. -'<- I The registrar or paying agent may be changed by the District without notice. I This bond is transferable by the registered owner in person or by attorney duly authorized in writing at the designated 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 required by law. The District has chosen the fifteenth day of the month preceding an 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 rE~gistrar for t.ransfer 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 payment 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 of 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 been 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 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. I -4- I - - - - - - - - - - - - - - - - - - - - - - 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 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 P..CT- Custodian (Cust) (Minor) under Uniform Gifts/Transfers to Minors Act (Stat.e) Additional abbreviations may also be used though not in list above (Form of Assignment) I 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 withi~ 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 enlarge- ment or any change whatsoever. Signature Guaranteed: Commercial bank, trust 60mpany or member of a national securities exchange I ALL FEES AND TRANSFER COSTS SHA1:'L BE PAID BY THE TRANS:E'EROR -5-