HomeMy WebLinkAbout90-210
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RESOLUTION NO. 90-210
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $9,,750,000
AGGREGATE PRINCIPAL AMOUWr OF COLORADO RIVER UNION HIGH SCHOOL
DISTRICT NO. 2 OF MOHAVE COUNTY, ARIZONA, SCHOOL IMPROVEMENT
BONDS, PROJECT OF 1990, SERIES A (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, by the vote ~f a majority of the qualified electors
of Colorado River Union ~(igh 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
WHEREAS, pursuant to the request of the Governing Board of
the District, $9,750,000 :In aggregate principal amount of such
school improvement bonds are to be issued and sold at this time;
NOW, THEREFORE, IT U, RESOLVED BY THE BOARD OF SUPERVISORS
OF MOHAVE COUNTY, ARIZONA, AS FOLLOWS:
Section 1. Authorization. There is hereby authorized to be
issued and-sold a-serf,es:-oE' bonds of the District in an aqgregate
principal amount of $9,750,000. 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, Seri,es A (1990) (the "Bonds"), and shall be issued and sold
as directed by th i s Boa rd in accordance with the prov i s ions of
applicable laws.
Section 2. Terms. The Bonds will be dated August 1, 1990,
and wTf~ear interest from their date to the maturity of each of
the Bonds at the rates 519t forth in the winning bid, a copy of
wh i ch .i sat tached hereto and incorporated here in. I nterest on
the Bonds will be payable on January 1, 1991, and semiannually
therea f ter on each succeed i ng Ju ly 1 and January 1 dur i ng the
term of the Bonds. The Bonds shall be in the denomi nat i on of
$5,000 each or integral multiples thereof, and shall be in fully
registered form. The Bon,5ls will mature on .July 1 in the years
1994 to 2005, inclusive, as follows:
I Maturity Date Principal Maturity Date Principal
-.GT~ 1 ~_]:l___ Amount (July 1) Amount
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1994 $ 525" (HH' 2131313 $ 8,25,131313
1995 575,,013" 213131 875,131313
1996 625,,013" 213132 9'513,131313
1997 675,,013" 213133 1,01313,131313
1998 71313" 1~13" 213134 1,075,131313
1999 775"r~13" 213135 1,11513,131313
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The Bonds shall have such additional terms and provisions as
are set forth in the Notice Inviting Proposals for the Purchase
of Bonds and in the form of Bond attached hereto as Exhibi t A,
which is a part of this resolution.
Section 3.
P ria r_l~~~~~mpt i on.
A. Hedemption. Bonds maturing on or before July 1, 1997,
are not subject to call for redemption prior to maturity. Bonds
maturing on or after July 1, 1998, are subject to call for
redemption prior to maturity, in whole or in part, on July 1,
1997, 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
avai lablE~ therefor, thE' Plcemium [calculated as a percentage of
the principal amount of tte Bonds to be redeemed) to be computed
as follows:
Redemption Dates
July' 1, 1997 and Januar.i;--r~, 1998
July 1, 1998 and January 1, 1999
thereafter without premium.
Premium
1. 13%
13.5%
B. ~~tice. Notice of redemption of any Bond will bE:! mailed
not more than sixty (613) nor less than thirty (313) 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. E:ffect of Call fn Redemption. On the date designated
for redemption by notice (~iven ai herein provided, the Bonds so
called for redemption shall become and be due and payable at the
redempt i on pr i ce prov i ded for redempt i on 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 sha 11 cease to be ent i t led to any benef it or
secur i ty hereunder and the owners of such Bonds shall have no
rights in respect thereof except to receive payment of the
redemption price thereof and such Bonds shall be deemed paid and
no longer outstanding.
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D. Redemption of Less Than All of a Bond. The District may
redeem an amount wh i ch is - i ncl udecl in a Bond in the denomi nat i on
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
Registral: 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.
Sect i on 4. Secur i ty. For the purpose of pay i ng the
principaJ:-of, interest:--an.:lpremium (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, asses::ed and collected at the same time and
in the same manner as other taxes are levied, assessed and
co 11 ected. The proceeds cf the taxes shall be kept in a spec i a 1
fund entitled the Debt Service Fund of the District and shall be
used only for the paymen t: of pr i nc ipa 1, interest, premi urn ( if
any) and administration costs as above-stated.
Section 5. Use of Proceeds. The net proceeds from the sale
of the BondS;-after payrac;-n1: of the expenses of issuance, shall be
set aside and depositE~d 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 t~e Board of Supervisors to invest such
funds, pending use, in ary of the securities allowed by A.R.S.
Section l:i,-1025. This rl~solution 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 aEter fiscal year 1989-90. The proceeds of
the Bonds shall be expended only for the purpose set forth in the
ballot used at the speciaJ 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 of Mohave County, Arizona,
School Improvement Bonds, Project of 1990, Series A (1990)
Building Fund and this rE~solution shall be construed to be a
consent to such investments and shall also be construed to be
continuing.
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Section 6. Form of Bonds. Pursuant to A.R.S. Section 35-
491, afliTly registered-borld form is adopted as an alternative to
the form of bond provided in A.R.S. Section 15-1023. A registrar
and paying agent will be appointed for the administration of the
Bonds. The Bonds shall bo! in substantially the form of Exhibit
A, a t tachE~d hereto and i ncorpora ted by ref erence herei n, with
such necessary and appropr i ate omi ss ions, insert ions and
variations as are permitted or required hereby or by the Notice
Inviting Proposals for thE Purchase of Bonds and are approved by
those of f i cers execu t i 09 the Bonas. E xecu t i on of the Bonds by
such officers shall constitute conclusive evidence of such
approval.
The Bonds may have notations,
required by law, securitiE~s exchange
shall show both the date of the issue
authentication and registration.
legends or endorsements
ru Ie or usage. Each Bond
and the date of such Bond's
The Bonds are proh i b i ted f rom be i ng 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 an-don behalfOf-trle-j)istrict by the President and attested
by the Clerk of the GOVE!rn i ng Board and counters i gned by the
Chairman of the Board of Supervisors of this County. Any or all
of such signatures may be manual or by facsimile, such officers
shall manually sign a c(~rtificate adopting as and for their
s i gnat UrE!S on the Bonds ':he respect i ve mechani cally 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.
If an officer whose::ignatur,e 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 conclcsive evidence that the Bond bas been
authenticated and issued under this resolution.
Section 8. Mutilated, Lost or Destroyed Bonds. In case any
Bond beC;)mes mutilated-()i-- destroyed or lost, the District shall
cause to be executed and del i vered a new Bond of 1 i ke 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 des t royed or los t, upon the reg i stered owner's pay i ng the
reasonabl e expenses and cha rges of the D i str i ct in connect i on
therewith and, in the caSE of the Bond destroyed or lost, filing
with the County TreasurE~r by the registered owner evidence
satisfactory to the Treasurer that such Bond was destroyed or
lost, and furnishing the County Treasurer with a sufficient
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indemnity bond pursuant to A.R.S.
Revised Statutes.
section 47-8405, Arizona
Sect i on 9. ~c~~pt(~nce of Proposal. The proposal of
Valley National Bank of Ar{zona
for the purchase of thl~ fionds 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
Invi ting 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 herE!by authorized and directed to
cause the Bonds to be delivered to the purchaser upon receipt of
paymen t theref or and sat is fact i on of the other cond i t ions for
delivery thereof in accordance with the terms of the sale.
Section 10. Registrar and Paying Agent. The District will
maintain ~IO officeor--ag"E;ncy where Bonds may be presented for
registration of transfer (the "Registrar") and an office or
agency whE~re Bonds may b,e presented for payment (the "Paying
Agent"). The District may appoint one or more co-registrars or
one or more additional Paving Agents. The Registrar and Paying
Agent may make reasonable rules and set reasonable requirements
for their respective functions with respect to the owners of the
Bonds.
Initially, Peacock, Hislop, Staley & Givens, Inc. ,
Phoenix, 1~rizona-;-1S-appc,-inted to act as Registrar and Paying
Agent with respect to the Bonds. The District may change the
Registrar or Paying Agent without notice to or consent of owners
of the Bonds and the District may act in any such capacity.
The Registrar's fee p3yment agreement between the County and
the District is hereby approved in substantially the form on file
with the Clerk, to prov~de for 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 E!xE~cution of the Registrar's fee payment
agreement, the Chairman ~f 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 autlH~nt:icate bonds. An authenticating agent
may au thent i ca te Bonds wh.:!never the Reg i s trar may do so. Each
reference in this resolution to authentication by the Registrar
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includes authentication by an authenticating agent acting on
behalf and in the name of the Registrar and subject to the
Registrar's direction.
The Registrar shall keep a register of the Bonds, the
registered owners of the Bonds and of transfer of the bonds.
When Bonds are presented to the Registrar with a request to
register transfer, the RE!qistrar 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,
matur i ty and rate of intE~rest as the surrendered Bonds. The
"Record Date" for the Bonds shall be the close of business of the
Registrar on the fifteenth day of the month preceding an interest
payment date. Bonds presented to the Registrar for transfer
after the close of businE!ss on the Record Date and before the
close of business on the next subsequent interest paymEmt date
will be registered in the name of the transferee but the interest
payment (except interest paid at maturity or upon prior
redempt i on) will be made to the reg i s tered 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 $9,750,,000 in aggrE~gat:e 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.
Section 11. Resolu.~ion of a Contract. This resolution
shall-C(Jnstitute a(;on-t~ract bE!tween the District and the
registered owners of the Bonds and shall not be repealed or
amended in any manner II/hi eh would impa i r, impede or lessen the
rights of the registered owners of the Bonds then outstanding.
Section 12. Tax Covenants. In consideration of the
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purchase and acceptance of the Bonds by the owners thereof and,
as authorized by Arizona ~tevised Statutes, Title 35, Chapter 3,
Art i c 1 e 7, and i n COin sid I:! rat ion 0 f r eta i n i n g the ex c 1 u s ion 0 f
interest income from gross income on the Bonds for federal income
tax pu rposes, the County covenants with the owners from time to
time of the Bonds to ne i ther take nor fa i 1 to take any act ion
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 nel us i on in gross i neome for federal income tax pu rposes
under either laws existing on the date of issuance of the Bonds
or such la'iNs as they may bl:! mod i f i ed or amended.
The County
requirement(s) and
of Gust, Rosenfeld
prevent interest
inclusion in gross
agrees that it will comply with such
will take any such action(s) as in the opinion
& Hende rson ("bond counsel") are necessary to
income on the Bonds becoming subject to
income for federal income tax purposes. Such
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requiremE~nts may include but are not limited to making further
specific covenants; makin9 truthful 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; limitinq the term of and yield on invl=stments
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
Supervisors hereby des-rgna-tes the- Bonds as "qualified tax-exempt
obligations" for purposes of Section 265 (b) (3) of the Internal
Revenue Code of 1986, as amendecl (the "Code"). The Boa rd of
Supervisors hereby certifies that it reasonably anticipates that
the aggregate amount of qualified tax-exempt obligations (as
defined in Section 26~j (b) (3) (B) of the Code) which will be
issued for or by the District (including all subordinate entities
thereof) in calendar year 1990 will not exceed $10,000,000.
Section 14. Severability. If any section, paragraph,
subdivisi-on~ sentence;-(~lallse 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, sentencE~s, clauses or phrases of this
resolution may be held illegal, invalid or unenforceable.
Section 15. Ratification of Actions. All actions of the
officers-a-rid agents-of--Chl~! Distrfct, the County or the Board of
Superv i sors whi ch conf orm to thE~ purposes and intent of th i s
resol uti on and wh i ch further the issuance and sale of the Bonds
as contemplated by thi:: 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 confarn 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
beha 1 f of the D i s t r i ct as Jlay be necessary to carry out the terms
and intent of this resolution.
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PASSED, ADOPTED AND APPROVED by the Board of Supervisors of
Mohave county, Arizona, on August 6, 1990.
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r; 'a~"C'~~~'=ai~, Clerk of the Board
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Lois J. Hubb . a/Chairman
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EXHIBPr A
(I~ace of Bond)
CO:~ORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2
OF MORAVE COUNTY, ARIZONA
SCHOOL IMPROVEMENT BOND
PROJECT OF 1990, SERIES A (1990)
Number:
Denomination:
$
Interest
Rate
Maturity
Date
Original
Issue Date
CUSIP
August 1, 1990
%
Registered Owner:
Principal Amount:
DOLLARS
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COLORADO RIVER UNION HIGH SCHOOL DISTRICT NO. 2 OF
MOHAVE COUNTY, ARIZONA, j:or 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.
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Interest is payable on January 1 and July 1 of
each year commencing ~ranllary 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 will be computed on the basis of a
year comprised of 360 days consisting of twelve (12) months
of thirty (30) days each.
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Principal, interest and any premium 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 and any premium will be paid when due to the
registered owner upon surrender of this bond for payment at
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the desi9nated
original issue
of
Arizona.
office of the paying agent, which on the
date is the principal corporate trust office
in Phoenix,
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.
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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 MORAVE
COUNTY, ARIZONA
President, Governing Board
ATT,EST:
Clerk, Governing Board
COUNTERSIGNED:
Chairman, Board of Supervisors
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DATE OF AUTHENTICATION AND REGISTRATION:
AUTHENTICATION CERTIFICATE
This bond is one of the Colorado River Union High
School District No. 2 of Mohave County, Arizona, School
Improvement Bonds, Project of 1990, Series A (1990),
described in the resolution mentioned on the reverse hereof.
as Registrar
Authorized Representative
(Form of Reverse Side of Bond)
This bond is one of a series of bonds in the aggre-
gate principal amount of $9,750,000 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 dist.r ict 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, 1997, are not
subject to call for redemption prior to maturity. Bonds
maturing on or after July 1, 1998, are subject to call for
redemption prior to maturity, in. whole or in part, on July 1,
1997, 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 1, 1997 and January-I, 1998
July 1, 1998 and January 1, 1999
and thereafter without premium.
Premium
1.0%
0.5%
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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 the registrar.
The registrar or paying agent may be changed by the
District without notice.
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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 and fees required by law or permitted by the
authorizing resolution. The District has chosen the fifteenth
day of 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 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 series are issuable only in fully
registered form in the denomination of $5,000 each or integral
multiples thereof.
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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.
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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 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 hddress of Transferee)
the within bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
, attorney to transfer the within bond
on the books kept for registration thereof, with full power
of substitution in the premises.
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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:
Commercia.l bank, trust company
or member of a national
securities exchange
I
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