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HomeMy WebLinkAbout90-147 I I I RESOLUTION NO. 90-147 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $5,000,000 AGGREGATE PRINCIPAL AMOUNT OF KINGMAN ELEMENTARY SCHOOL DISTRICT NO. 4 OF MOHAVE COUNTY, ARIZONA, SCHOOL IMPROVEMENT BONDS, PROJEC'I' OF 1986, SERIES 0 (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 AND PAYING AGENT WITH RESPECT TO THE BONDS WHEREAS, the Board of Supervisors met in Regular Session this 4th day of June, 1990; and WHEREAS, by the vote of a majority of the qualified electors of Kingman Elementary School Distr ict No. 4 of Mohave County, Arizona (the "District"), voting at a special bond election held in and for the District on November 4, 1986, the issuance of $15,000,000 School Irnprovl:!ment Bonds, Project of 1986, of the District has been authorized; and WHEREAS, pursuant to the request of the Governing Board of the District, $5,000,000 in aggrE!gate principal amount of such school improvement bonds are to be issued and saId at this time; NOW, THEREFORE IT IS ~ESOLVED BY THE BOARD OF SUPERVISORS OF MOHAVE COUNTY, ARIZONA, AS FOLLOWS: Section 1. Authorization. There is hereby authorized to be issued-an-d'-:sold anrssuE~-()f:-bonds of the District in an aqgregate principal amount of $5,000,000. The bonds so authorized shall be designated Kingman EllemE~nt:ary Schoo 1 District No. 4 of Mohave County, Arizona, School Improvement Bonds, Project of 1986, Series 0 (1990) (the "Bonds"), and shal1 be issued and saId as directed by this Board in accordance with the provisions of applicable laws. Section 2. Terms. 'rhe Bonds will be dated July 1, 1990, and wIjT'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 January 1 during the term of the Bonds. The Bonds shall be in the denomination of $5,000 each or integral multiples thereof, and sholll be ::n ful1y registered form. The Bonds will mature on July 1 in the years 1993 to 2004, inclusive, as follows: I I I Maturity Date (July 1) Principal Amount 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 $ 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 1,300,000 1,400,000 1,400,000 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 prcposal received in response th€'reto as more fully set forth in Section 9 of this resolution, and in the form of Bond attached as Exhibi ~~, which is a part of this resolution. Section 3. ~r i o~_~~~C!.I~~mpt i on. A. Redemption. Bond::, maturing on or before July 1, 2002, are not subject to cal1 for redemption prior to maturity. Bonds maturing on July 1, 2~'03, and July 1, 2004, are subject to call for redemption prior to maturity, in whole or in part, on July 1, 2002, or on any interest payment date thereafter at par by the paymen t of a redempt i on pI" i ce equal to the pr i nc ipa 1 amount of each Bond called for redemption plus accrued interest to the date fixed for redemption and without premium. B. ~0~.!.~E!:. Not i ce of redempt: i on of any Bond wi 11 be ma i led 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 the registrar. Failure to properly give notice of redemption shall not affect the redemption of any Bond for which notice was properly given. C. Ef f ect of Ca 11 f or Redempt i on. On the date des i gna ted for redem~tion by notice ~iven as herein provided, the Bonds so called for redemption shall become and be due and payable at the :redempt ion pr i ce prov i ded for redempt i on of such Bonds on such date, and, if moneys for p3yment of the redemption price are held in separate accounts by the paying agent, interest on such Bonds or par t ions of Bonds so ca lIed for redempt ion sha 11 cease to accrue, such Bonds sha 11 cease to be ent i t led to any benef it or secu r i ty hereunder and the owners of such Bonds shall have no rights in respect therecf except to receive payment of the redemption price thereof and such Bonds shall be deemed paid and no longer. outstanding. I I I D. Redemption of Less Than All of a Bond. The District may redeem an ~mount which is lncluded in a Bond in the denomination i n ex c e s s 0 f, but d i vis iD 1 e by, $ 5 , 0 0 0 . I nth ate v e nt, the registered owner shal1 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. Security. For the purpose of paying the principal of, interest--anc!-premium (if any) on early redemption and costs of administration of the registration and payment of the Bonds there shal1 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 tte Bonds as the same becomes due, such taxes to be levied, assessed and collected at the same time and in the same manner as ether taxes are levied, assessed and collected. The proceeds of the taxes shall be kept in a special fund entitled the Debt Service Furd of the District and shal1 be used only for the payment of principal, interest and administration costs as above-stated. ~ec~~I~~~. Use (~X_~~_(~~ceed~. The net proceeds from the sale of the Bonds, after paymen~ 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 12 hereof, this resolution shall be cons t rued as cons en t of the Board of Superv i sors to i nves t such fun d s , pen din g use, i n any 0 f t h 4:! see u r i tie saIl owed by A. R . S . Section 15-1025. This re:::wlution 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 1990-91. The proceeds of the Bonds shal1 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 monies deposited to the Debt Service Fund of the District may be invested in the same manner as the Kingman Elementary School District No. 4 of Mohave County, Arizona, School Improvement Bonds, Project of 1986, Series D (1990) Building Fund and this H!solution shall be construed to be a consent to such investments and shal1 also be construed to be continuing. Section 6. Form of :Ionds. Pursuant to A.R.S. Section 35- 491, -a--fuTly reg i s tered--b6'rld form is adopted as an al terna t i ve 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, at tachE!d hereto and i~lcorpora ted by ref erence here in, with ~uch necessary and appropriate omissions, insertions and I I I variations as are permitted or required hereby or by the Notice Inviting Proposals for the Purchase of Bonds and are approved by those off i cer s execu t i ng the Bond s. Execut i on of the Bonds by such officers shall constitute conclusive evidence of such approval. The Bonds may have notations, required by law, securiti(~s exchange shal1 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 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. The Bonds shall be executed for and on behalf-----or-fFi-E;--::listrict by the President and attested by the CI~=rk 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 manually 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 signatures affixed to the Bonds. Notwithstanding any provision of this section, no Bond shall ever bind the District until is has been manually authenticated by the registrar. 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 representative of the registrar. The signature of the authorized representative of the registrar shal1 be conclusive evidence that the Bond has been authenticated and issued u~der this resolution. Section 8. Mutilated, Lost or Destroyed Bonds. In case any Bond bE~comesmutilated--or-- destroy"ed or lost, the District shall cause to be executed and del i vered a new Bond of 1 i ke Cia te 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 dE'~s t rayed or los t, upon the reg i s tered owner's pay i ng the r'easonable expenses and cha rges of the D i s t r i ct in connect i on therewith and, in the case of the Bond destroyed or 10st, filing with the County Treasurer by the registered owner evidence sa t i sf actory to the T r'=as urer that such Bond was des t rayed or lost, and furnishing the County Treasurer with a sufficient indemnity bond pursuant to Section 47-8405, Arizona Revised Statutes. I I I See t ion 9 . Ace e je~~_ nee ~!.._, Pro po s a 1 . The pro po s a 1 0 f RAUSCHER PIERCE REFSNES, INC. forthE!J)urchase of th€'--~B(mdslS- hereby accepted and the Bonds are hereby ordered sold to such p&rchaser in accordance with the terms of such proposal and the terms and conditions of the Notice Inviting Proposals fo:r 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 herE!by authorized and directed to cause the Bonds to be delivered to the purchaser upon receipt of paymen t the ref ore and sa t i sf act ion of the other cond i t ions for delivery thereof in accordance with the terms of the sale. Sectj~:)n 10. Re(:!!st]~ar. 'l'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 ITlay be presented f or payment (the II Pay i ng Agent ") . The D i s tr i ct 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 reas01able requirements for their respective functions with respect to the owners of the Bonds. Initially, The Valle~r National Bank of Arizona, Phoenix, 1I.rizona, is appointed to act as Registrar and Paying Agent with respect to the Bonds. Th~:! 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 Registrar's fee payment agreement between the County and the District is hereby approved in substantially the form on file with the Clerk, to prov i de f or the payment of the costs of registration and printing of the Bonds. The contract for Registrar'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 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 re~uired 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 authenticate Bonds. An authenticating agent may au thent i ca te Bonds wh€!never the Reg i st r ar may do so. Each reference in this resolut:lon to authentication by the Registrar includes authentication by an authenticating agent acting on behalf an 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 registration books if its requirements for trans f E~r a re met and sha 11 au then~: i cate and del i ver 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 tbE= Registrar on the fifteenth 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 interest payment (except interest paid at ma tu r i ty or upon pr i or n~dempt ion) will be made payable to and mailed to the registered owners shown on the books of the Reg i st rar as of the c lose of bus i ness on the respect i ve Record Date. The Registrar shall authenticate Bonds for original issue up to :?5,000,000 in aggregate 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 a9gregate principal amount of Bonds outstanding at any time may not exceed that amount except for replacement Bonds as to which the requirements of the Regist~ar and the District are met. See t ion 11. Res 0 1 u t :, on a Con t r act. T his res 0 1 uti on s h a 11 constitut'e---acontract--Jbetlr/een th~e District and the re9istered owners of the Bonds and shal1 not be repealed or amended in any manner which would impair" impedE! or lessen the rights of the registered owners of the Bonds the1 outstanding. section 12. Tax Covenants. In consideration of the purchase --~ind acceptanceaT the Bonds by the owners therE!of and, as authorized by Arizona Hevised Statutes, Title 35, Chapter 3, Art i c 1 e '7, and i n con sid Eo' rat ion 0 f r eta i n i n g the ex C 1 us ion 0 f 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 i nc 1 us i on as gross i neome 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 opinion of Gust, Rosenfeld & Henderson ("bond counse~") 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 I I I and reprE~senta t ions and 9 i v i ng nE~cessary assurances; comply i ng with all represent at ions, covenan ts and assu rances conta i ned 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 Superviso.r~; hereby desl~Jna1:es the ~Bon,ds as "qualified tax-E~xempt obligations" for purpose of Section 265(b) (3) of the Internal Revenue Code of 9186, as amended (the "Code"). The 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 1990 wil1 not exceed $10,000,00". Section 14. Severability. If any section, paragraph, subdivisToii-;-sentence;c:J:aljse or p::1rase of this resolution is for any reason held to bE~ i llegal Ol~ 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, sentenCI:!S clauses or phrases of this resolution may be held illegal, invalid or unenforceable. Section 15. Ratification of Actions. All actions of the off icers-and agents-cif:---t:-h-E~l5Tstr i ct ;-the -County or the Board of Superv i sors wh i ch conf orm to the purposes and intent of th i s resolution and which further the issuance and sale of the Bonds as contempla ted by t h i ~3 resol uti on whether heretof ore 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 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. PASSED,' 'AD'OP'r~D AND APPROVED by the Board of Superv:l sor s of Mohave County, AJ;tZ'O~_:, on June 4, 1990. _ ,/ _,,, ;'" ,: ~~~PCKJ ATTEScr>..' /~:_' ." ""-"~'; \>~~ "LOIS-J~- RD, CHAIR11AN :l ':.at. Z..;,,~ i ,It:.u~:{~.. p,: TCfUrS .... I ,,;" CLEHK , '" .\\.' li,l' I I I EXHIBI')' A (Face of Bond) KINGMAN ELEMENTARY SCHOOL DISTRICT NO. 4 OF MOHAVE COUNTY, ARIZONA SCHOOL IMPROVEMENT BOND PROJECT OF 1986, SERIES 0 (1990) Number: Denomination: $ Interest Rate Maturity Date Original Issue Date CUSIP % July 1, 1990 Registered Owner: Principal Amount: DOLLARS KINGMAN ELEMENTARY SCHOOL DISTRICT NO. 4 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 p r i nc ipal amount set forth above, and to pay interest on the unpaid principal amount at the interest rate shown above. CE!rtain bonds of thE~ issue of which this bond subject to call for redemption prior to maturity in with the terms set forth on the reverse of this bond. is one are accordance Inten:~st is payable on Janua.ry 1 and July 1 of each year commencing January 1, 1991, 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 wi 11 be computed on the bas i s of a year compr i sed of 360 days consisting of twelve (12) months of thirty (30) days each. Principal and interest are payable in lawful money of the united States of America. Interest wil1 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 da~e as explained on the reverse hereof. Pr i nc ipal will be pa i d W~len due to the reg i s tered owner upon surrender of this bond for payment at the designate office of the paying agent, which ori the original issue date is the principal corporate trust office of The Valley National Bank of Arizona in Phoenix, Arizona. 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 i:,sue of bonds of which this is one, together with all other indebtednE~ss of the District, is within every debt and other 1 im it presc r i bed by the Const i tut i on and laws of tbe 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 President and attested by the counter signed by the eha i rman Mohave County, which signatures this bond to be executed by CIE, rk of its Govern i ng Board of the Board of Supervisors may be facsimile signatures. the and of This bond is not valid or binding upon the District without the manually affixed signature of an authorized representative of the registrar. KINGMAN ELEMENTARY SCHOOL DISTRICT NO. 4 OF MOHAVE COUNTY, ARIZONA President, Governing-Board ATTEST: Clerk, Governing B().3rd---- COUNTERS IG.NED: Cha rrman~- Board of Super~v i :~:or S I I I DATE OF AUTHENTICATION AND REGISTRATION: AUTHENTICATION CERTIFICATE This bond is one of ~he Kingman Elementary School District No. 4 of Mohave County, Arizona, School Improvement Bonds, Project of 1986, Series D (1990), described in the resolution mentioned on the reverse hereof. THE VALLEY NATIONAL BANK OF ARIZONA, as Registrar Authorized RepresentatIve ---- (Form of Reverse Side of Bond) Th i s bond is one of an issue of bonds in the aggregate principal amount of $5,000,000 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 qllalified electors voting at an election duly cal1ed and held in and for the District, pursuant to a resolution of the Boa~d 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 hereon and for the levy and collection of sufficient for that PUl:pose, the ful1 faith District are hereby irrevocably pledged. and the interest ad valorem taxes and cred i t of the Bonds maturing on or before July 1, 2002, are not subject to call for redemption prior to maturity. Bonds maturing on July 1, 2003, and July 1, 2004, are subject to call for redemption prior to maturity, in whole or in part, on July 1, 2002, or on any interest payment date thE:,reafter at par 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 and without premium. Not i ce of redempt i on of any bond will be ma i led than sixty (60) nor less than thirty (30) days prior to set for redemption to the registered owner of the bond being redeemed at the address shown on the bond maintained by the registrar. not more 1:hE~ date or bonds Jregister The registrar or pay:hg agent may be changed by the District without notice. I I 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 registrar for transfer during the period commencing after the close of business on the record date and continui:Clq to and including the next i.nterest 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 reg i strar' s books at the close of business on the record date. The reg i s t ra r may but need not reg i ster the trans f er 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 selectE:'d for call for redemption in whole or in part is registered, any notice of redemption will be delivered to the transferee along with the bond or bonds. Bonds of this issuE~ form in the denomination thereof. issuable only in fully $5,000 each or integral reqistered multiples are of The D i s t r i c t , the reg i s t r a ran d the pay i n gag e n t ma y t rea t the registered owner of this bond as the absolute owner for the purpose of receiving p:rincipal and interest and for all other purposes and none of them shall be affected by any notice to the contrary. The following abbreviations, when used in the inscription on the f ace of th i s bond, shall be cons t rued 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 ACT- Custodian (Mlmn) Gifts/Transfers (Cust) under Uniform to Minors Act --('Stat e }--- I I I Additional abbreviations may also be used though not in list abOVE:?' . (Font of Assignment) FOR VALUE RECEIVED the undersigned hereby seIls, assigns and transfers unto -------------(~famearld~~ddress-of Transferee) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the--W-i thin.- bonce-on the books kept registration thereof, with full power of substitution in premises. , for the 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: Comrnerc-i a [-bank ;-trust-c~oml:~ny or member of a national securities exchange