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HomeMy WebLinkAbout91-112 I I I RESOLUTION NO. 91-112 RESOLUTION OF THE BOARD OF SUPERVISORS OF MOHAVE COUNTY, ARIZONA PROVIDING FOR THE ISSUANCE AND SALE OF $16,000,000 PRINCIPAL AMOUNT OF LAKE HAVASU UNIFIED SCHOOL DISTRICT NO. 1 OF MOHAVE COUNTY, ARIZONA, GENERAL OBLIGATION SCHOOL IMPROVEMENT BONDS, PROJECT OF 1991, SERIES A; 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 REGISTRAFt AND PAYING AGENT WITH RESPECT TO THE BONDS. WHEREAS, a special bond election was held in and for Lake Havasu Unified School District No. 1 of Mohave County, Arizona (the "District") on February 12, 1991, at which time a majority of the qualified elec"tors of the District voted in favor of authorizing the District toO issue school improvement bonds in the principal amount of $24,000,000; and WHEREAS, the Governing Board of the District now desires that school improvement bonds of this authorization in the principal amount of $16,000,000 be issued and sold at this time; NOW, THEREFORE, IT' IS RESOLVED BY THE BOARD OF SUPERVISORS OF MOHAVE COUNTY, ARIZONA, AS FOLLOWS: Section 1. Authoriza"tion. 'I'here is hereby authorized to be issued and sold an issue of bonds of the District in an aggregate principal amount of $16,000,000. The bonds so authorized shall be designated Lake Havasu Unified School District No. 1 of Mohave County, Arizona, General Obligation School Improvement; Bonds, Project of 1991, Series A (the "Bonds"), and shal1 be issued and sold as directed by thl= Board of Supervisors of Mohave County, Arizona (-the "Board of Supervisors") in accordance with the provisions of applicable laws. Section 2. Terms. 'I'he Bonds will be dated April 1, 1991, and will bear interest from their date to the maturity of each of the Bonds at rates of not to exceed 12% per annum, the first interest payment date -to be January 1, 1992, interest payable semiannually thereafter on July 1 and January 1, of each year, during the term of the Bonds, the Bonds to be in the denomination of $5,000 each or integral multiples thereof, the Bonds to be in fully registered form. The Bonds will mature on July 1 in the years 1993 to 2010, inclusive as fo11ows: I Year AmO\l:nt Year Amount 1\ 1993 $420,000 2002 $ 875,000 1994 455,000 2003 930,000 1995 500,000 2004 990,000 1996 595,000 2005 1,060,000 1997 640,000 2006 1,135,000 1998 680,000 2007 1,215,000 1999 725,000 2008 1,300,000 2000 770,000 2009 1,395,000 2001 820,00.0 2010 1,495,000 I I The Bonds shal1 be sold under the terms and conditions set forth in the Notice Inviting Proposals for the Purchase of Bonds heretofore adopted by t:he Board of Supervisors and sha11 have such terms and provisions as are set forth in such Notice and in this resolution, inc1udi.ng the form of Bond attached as Exhibit A, which is a part of this resolution. Section 3. Prior Redemption. A. Optional Redemption. Bonds maturing on or before July 1, 1999, are not subject to call for redemption prior to maturity. Bonds maturing on or after July 1, 2000, are subject to calI for redemption prior to mat:urity, in whole or in part, on July 1, 1999, or on any interest payment date thereafter by the payment of' the principal amoun-t of each Bond called for redemption plus accrued :i.ntl~rest to the date fixed for redemption plus a premium payabll~ from any source lawfully available therefor, the premium to be computed as follows: Redem~tion Dates Premium July 1, 1999 through June 30, 2000 July 1, 2000 through June 30, 2001 July 1, 2001 and thereafter without premium 1.0% 0.5% B. Notice. Notice of redemption of any Bond will be mailed not more than 60 nor less than 30 days prior to the date set for redemption to the regist:erE~d holdelr of the Bond or Bonds being redeemed at the address shm.m on the bond register maintained by the registrar. c. Effect of Cal1 fo:r 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 rede,mption of such Bonds on such date, and, if moneys for payment of the redemption price and accrued int:erest 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 holders of such Bonds shall have no rights :in respect thereof except to receive payment of the redemption price thereof and accrued interest and such Bonds shall be deemed paid and no longer outstanding. I I I D. Redemption of IJesf> 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 redempti.on so made to be authenticated and delivered to the regrist:ered owner thereof. Section 4. SecuJ[t:t~l. 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 continuing, direct, annual, ad valorem tax sufficient to pay all such principal, interest, premium and administration costs on the Bonds as the same become 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 payml3nt of principal, interest, premium (if any) and administration costs as above-stated. Sectio..!).~. Use of PrQceeds. The net proceeds from t:he sale of the Bonds, after payment: of the expenses of issuance, shall be set aside and deposited by the Mohave County Treasurer ( the "Treasurer") in a separatE~ fund entitled "Lake Havasu Unified School Dist:rict No.1 of Mohave County, Arizona Bond Fund" of the District. This resolution shall be construed as consent of Board of supervisors to invest: such funds, pending use, in any of the securities allowed by A.R.:S. Section 15-1025. 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. Monies earned as interest or otherwise deri ved from the investment: of the proceeds of the sale of the Bonds shall be credi ted to the Bond Fund in accordance with A.R.S. Section 15-1024.C as authorized under the separate ballot question approved by the voters on February 12, 1991. Section 6. Form of Bpnds. Pursuant to A.R.S. Section 35- 491, a fully registered bond form is adopted as an alternative to the form of bond provided in A.R.S. Section 15-1023. A registrar and paying agent wil1 be appointed for the administration of the Bonds. The! Bonds shall be in substantially the form of Exhibit "A", 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 thl3 Bonds and execution thereof by such officers shall constitute conclusive evidence of such approval. I I I The Bonds may have notations, required by law, securities exchange shall show both the date, of the issue authentication and registration. legends or endorsements rule or usage. Each Bond and the date of such Bond's The Bonds are prohibi'ted from being converted to coupon or bearer Bonds wi thout thE~ consent of the Board of Supervisors and approval of bond counsel. Section 7. 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 by their facsimile signatures. If an officer whose signature is on a Bond no 10nger holds that office at the time the Bond is authenticated and registered, the Bond shall nevertheless be vali.d. A Bond shall not bE~ valid or binding until authenticated by the manual signature of an authori.zed officer of the registrar. The signature of the authorized officer of the registrar shall be conclusive evidence that -the Bond has been authenticated and issued under this resolution. Section 8. Mutilateds-. Lost or Destroyed Bonds. In case any Bond becomes mutilated or destroyed or lost, the District shall cause to bl~ 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 with the Treasurer by the registered owner evidence satisfactory to the Treasurer that such Bond was destroyed or lost, and furnishing the Treasurer with a sufficient indemnity bond pursuant to A.R.S. Section 47-8405. Section 9. Acceptance. of Proposal. The proposal of Marine Midland Capital Markets Corp. for the purchase of the Bonds is hereby accepted and the Bonds are hereby ordered sold 1:0 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. The Treasurer is hereby authorized and directed to cause the Bonds to be delivered to t:he purchaser upon receipt of payment therefor and satisfaction of the other conditions for delivery thereof in accordance wi t:h t:he terms of the sale. I I I ""!'" Section 10. Regj.st.;rar. 'r'he 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~ coregistrars or one or more additional Paying Agents. The Re9istrar and Paying Agent may make reasonable rules and set: reasonable requirements for their respecti ve functions with respect "to the holders of the Bonds. Initially, the Valley National Bank of Arizona is appointed to act as Registrar and Paying agent with respect to the Bonds. The District may changE~ t:he Registrar or Paying Agent without notice to or consent of holders of the Bonds and the District may act in any such capacity. The Registrar's fee! payment agreement between Mohave County (the "County" ) and 1:he 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 Registra.r' s services is hereby approved in substantially the form on file with the Clerk to provide for the payment of Registrar's services. Upon full execution of the Registrar's fee payment agreement, the Chairman of the Board of Supervisors and the Treasurer are hereby authorized and directed to execute and deliver the contract:. Each Paying Agent shall be required to agree in writing that the Paying Agent will hold in trust for the benefit of the holders of the Bonds all money held by the Paying Agent for the payment of principal of and intE!rest and any premium on the Bonds. The Registrar may appoint an authenticating agent acceptable to the District to authEmt:Lcate Bonds. An authenticating agent may authenticate Bonds \'lhenever the Registrar may do so. Each reference i.n this resolution to authentication by the Registrar includes authentication by an authenticating agent act:ing on behalf of 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 Bonds and of transfer of the Bonds. When Bonds are presented to the Registrar or a coregistrar with a request to register transfE~r , 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 thH name of the transferee of the same principal amount, maturity and rate~ of interest as the surrender Bonds. ThE~ "Record Datl~" for the Bonds shall be the close of business of the Registrar on the 15th day of the month preceding an interest payment 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 will be registered in the name of the transferee but the int:erest payment will be made payable to and mai.led to the registered owners shown on the books of the Registrar as of the close of business on the: respec"ti ve Record Date. I I I The Registrar shall authenticate bonds for original issue up to $16,000,000 aggregate principal amount upon the written request of the Treasurer. The Registrar shall keep a register of the Bonds and of their transfer. The aggregate principal amount of Bonds outstanding at Clny 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. Resolutipn a Contract. This resolution shall consti tute a contract bet'Y,een the District and the registered owners of the Bonds and shall not be repealed or amended in any manner which would impair j impede or lessen the rights of the registered owners of the Bonds then outstanding. Section 12. Ta~___C.'pvenants. 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 enacted as Chapter 226, Laws of 1986, and in considerati.on of retaining the e.xemption from federal income taxes of interest income on the Bonds, 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 on the Bonds becoming subject to inclusion in gross income for federal income tax purpose.s. The County agrees that it will comply with such requirements as in the opinion of Chapman and Cutler ("bond counsel") are necessary 1:0 prevent interE~st 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 agreemen1:s 1:0 be prepared by bond counsel; to pay to the United States of American 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 madl~ with moneys relating to the Bonds; and limi ting the use of the proceeds of the Bonds and property financed thereby. Section 13. Seve]~Q..Q~lli ty. If any section, paragraph, subdivision, sentence, clause or phrase of this resolution is for any reason held to be illE~gal or unenforceable, such decision will not affect the validi 1:y 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, subdi visions, sl~ntences:, clauses or phrases of this resolution may be held illeg-al, invalid or unenforceable. I I I Section 14. Ratification of Actions. All actions of the officers and agents of the District, the County or 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 here.by 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 Board of Supervisors are hereby rati.fied. 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 1:he terms and intent of this resolution. PASSED, APPROVED AND ADOPTED 1:his 1st day of April, 1991. MOHAVE COUNTY BOARD OF SUPERVISORS ;=/ .. ~~ CJ ~/,~-c~ _ /J k LOIS J.~, CHAIRMAN .... ..OOMU...." ATTEST: ....,.... ) .......... the Board I I I EXHIBIT A (Face of Bond) LAKE HAVASU UNI.FIED SCHOOL DISTRICT OF MOHAVE COUNTY, ARIZONA GENERAL OBLIGA'TION SCHOOL IMPROVEMENT PROJECT OF 1991, SERIES A NO. 1 BONDS, Number: Denomination: $ Interest Rate Maturity Date Original Issue Date CUSIP % April 1, 1991 Registered Owner: Principal Amount: DOLLARS LAKE HAVASU UNIFIED SCHOOL DISTRICT NO. 1 OF MOHAVE COUNTY, ARIZONA (the "])ist r ict II), for value received, hereby promises to pay to the rE!gistered 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 pr incipal 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 SE!t forth on the reverse of this bond. Interest is payable on July 1 and January 1 of each year commencing January 1, 1992, and will accrue from the most recent date to which interest has been paid, or, if no interest has been paid, from the' or iginal issue date set forth above. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal, interest and any premium are payable in lawful money of the Uni ted States of AIDer ica. Interest will be paid by check payable in such money drawn on the paying agent and payable to the order of and mailed t.o 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 ... A-I I I I explained on the reverse hereof. Principal and any premium will be paid when due to the relgistered owner upon surrender of this bond for payment at the de~signated off ice 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 occurred 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 11mi t prescr ibed 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 propE~rty 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 Governing Board of the District and countersigned by the Chairman of the Board of Supervisors of Mohave County, Ar izona, which signatures may be facsimile signatures. A-2 I This bond is not valid or binding upon the District wi thout the manually affixed signature of an author ized representative of the registrar. LAKE HAVASU UNIFIED SCHOOL DISTRICT NO. 1 OF MORAVE COUNTY, ARIZONA President, Governing Board ATTEST: Clerk, Governing Board COUNTERSIGNED: III Chairman. Board of SupervISOrs DATE OF AUTHENTICATION AND REGISTRATION: I A-3 I I I CERTIFICATE OF AUTHENTICATION This bond is one of thE! Lake Havasu Unified School District No. 1 of Mohave County, Arizona, General Obligation School Improvement Bonds, Project of 1991, Series A, described in the resolution mentioned on the reverse hereof. THE VALLEY NATION BANK OF' AIUZONA, clS Registrar Authorized Representative - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Form of Reverse Side of Bond) This bond is one of an issue of school improvement bonds in the total principal amount of $16,000,000 of like tenor except as to maturity date, rate of interest and number, issued, by the District to provide funds to make those school improvements approved by a major i ty vote of qualified electors voting at a special bond election duly called and held in and for the Distr ict on February 12, 1991, pursuant to a resolution of the Board of Supervisors of Mohave County, Arizona duly adopted prior to the issuance hE~re()f, and pursuant to the Constitution and laws of the State of Arizona relative to the issuance and sale of school 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 suff icient for that purpose, the full fai th and credi t of the District are hereby irrevocably pledged. Bonds maturing on or before July 1, 1999, are not subject to call for redemption prior to maturity. Bonds maturing on or after July l, 2000, are subject to call for redempt ion prior to maturity, in whole or in part, on July 1, 1999, or on any interest payment date thereafter by the payment of 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 availab1e therefor, the premium to be computed as follows: Redemption Dates Premium July 1, 1999 through June 30, 2000 July 1, 2000 through June 30, 2001 July 1, 2001 and thereafter without premium 1.0\ 0.5% A-4 I I I :Notice of redemption of any bond will be mailed not more than 60 nor less than 30 days pr ior 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. The registrar or paying agent may be changed by the District without notice. ~rhis bond is transferable by the registered owner in person or by his 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 author izing resolution. Upon such transfer a new bond or bonds of the same aggregate ]pr incipal amount, maturity and interest rate will be issued to the transferee in exchange. The registrar may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes required by law. The District has chosen the 15th 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 registrar for transfer duX" ing the per iod 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 normcll 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 beE!n :selected for redemption and need not register the transfer of any bond for a period of 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 Distr ict, 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. A-5 I I I Dated Signature Guaranteed: Commercial bank, trust company or member of a national securities exchange Note: The signature(s) on this assignment must correspond with the name(s) as written on the face of the wi thin registered bond in every particular without alteration or enlargement or any change whatsoever. A-7 ~ I I I ALL FEES AND COSTS OF TRANSl~ER SHAL:L BE PAID BY THE TRANSFEROR. The following abbreviations, when used in the inscr iption 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 conunon TEN ENT-as tenants by the entireties JT TEN-as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- Custodian (Cust) (Mino~---- under Uniform Gifts to Minors Act (State) Additional abbreviations malY 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 wi thin bond on the b()ok~l kept for registration thereof, with full power of substitution in the premises. A-6 I I I PROPOSAL FOR THE PURCHASE OF $16,000,000 LAKE HAVASU UNIFIED SCHOOL DISTRICT NO., 1 OF MOHAVE COUNTY GENERAL OBLIGATION SCHOOL IMPROVEMENT BONOS PROJECT OF 1991, SERIES A April 1, 1991 Board of Supervisors Mohave County, Arizona Office of the Clerk 809 East Beale Street Kingman, Arizona 86401 Ladies and Gentlemen: On behalf of the group listed below and pursuant to the Notice Inviting Proposals for the Purchase of Bonds, we offer to purchase the $16,000,000 principal amount of Lake Havasu Unified School District No. 1 of Mohave County, Arizona, General Obligation School Improvement Bonds, Project of 1991, Series A, dated April 1, 1991. This offer is being made for all of said bonds and for not less than all, maturing on July 1 in the years and amounts and bearing interest at the rate or rates set forth in the following schedule: Principal Interest Principal Interest Year Amount R.ate Y E~a r Amount Rate 1993 $420,000 2002 $ 875,000 1994 455,000 2003 930,000 1995 500,000 2004 990,000 1996 595,000 2005 1,060,000 1997 640,000 2006 1,135,000 1998 680,000 2007 1,215,000 1999 725,000 2008 1,300,000 2000 770,000 2009 1,395,000 2001 820,000 2010 1,495,000 We will pay therlefor $16,000,000 plus a premium of $ and accrued interest from the date of the bonds to the date of deliver. I I I This proposal is made for prompt acceptance and is made with the understanding that the opinion of Chapman and Cutler, Attorneys at Law, Phoenix, J~rizona, approving the legality of the bonds in all respects will be delivered with the bonds when paid in full. In accordance with your Notice Inviting Proposals and as evidence of our good faith, we hand you herewith a certified check drawn on a bank doing business in the State of Arizona in the amount of $320,000. The proceeds of such check are to be applied in partial payment of the bonds if our proposal is accepted and the bonds arIa awarded to us, or to be returned promptly to us in the event we are not awarded the bonds, or to be forfeited as full liquidated damages if we fail to fulfill the terms of this proposal. Respectfully submitted, For Information Only and Not a Part of this Proposal: Gross Interest Cost Less Premium Net Interest Cost Average Net Interest Cost $- (For your information you will find attached a list of the group of underwriters associated with us in this proposal.) -2-