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HomeMy WebLinkAbout95-204 . . . RESOLUTION 95-204 RESOLUTION AUTHORIZING THE AMENDMENT OF THE DEPOSITORY TRUST AGREEMENT RELATING TO THE LAKE HA V ASU UNIFIED SCHOOL DISTRICT NO.1 OF MOHAVE COUNTY, REFUNDING BONDS, SERIES 1993 WHEREAS, in 1993 Lake Havasu Unified School District No.1 of Mohave County, Arizona (the "District"), issued its General Obligation Refunding Bonds, Series 1993 (the "Refunding Bonds") to provide funds to refund certain of the District's outstanding bonds (the "Refunded Bonds"); WHEREAS, the proceeds of the Refunding Bonds were deposited in a trust fund pursuant to a Depository Trust Agreement dated as of September 1, 1993 (the "Agreement") and invested in noncallable United States government obligations, the proceeds of which were determined to provide a sufficient amount of money to redeem the Refunded Bonds pursuant to the tenus of the Trust; WHEREAS, the Agreement fails to specifically grant the Trustee thereunder the authority to reinvest proceeds of the Securities; and WHEREAS, the District can gain substantial benefit through reinvestment of funds held under the Agreement, while still providing for the payment of the Refunded Bonds. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF ~IOHA VE COUNTY, ARIZONA, AS FOLLOWS: Section 1. The Board of Supervisors hereby approves the "Supplemental Amendment to the Depository Trust Agreement" attached hereto as Exhibit A which permits the proceeds of the Securities to be reinvested for the benefit of the District and authorizes the Chairman and Clerk of the District to execute an agreement substantially in the form of Exhibit A hereto. PASSED AND ADOPTED ON MAY ~, 1995. ~:z:X~ Chairman ATTEST: /2 /-'7, w/t/tk-ttC t!J1[U'&/? '--" I~Clerk LFW 93662 4/27/95 . . . SUPPLEMENTAL AGREEMENT AMENDING THE DEPOSITORY TRUST AGREEMENT THIS SUPPLEMENTAL AGREEMENT AMENDING THE DEPOSITORY TRUST AGREEMENT, made and entered into as of the 1st day of May, 1995, by and between Mohave County, Arizona (the "County), Lake Havasu Unified School District No.1 of Mohave County, Arizona (the "District"), and Bank One, Arizona, NA, Phoenix, Arizona, a national banking association duly organized and validly existing under the laws of the United States of America and authorized to do trust business under the laws of the State of Arizona, as trustee (the "Trustee"), WHEREAS, the County, District and Trustee entered into a Depository Trust Agreement (the "Agreement") dated as of September 1, 1993 whereby the net proceeds of the District's General Obligation Refunding Bonds, Series 1993 (the "Refunding Bonds") were deposited into the Trust Fund (as defined in the Agreement) to be applied to the payment of the debt service on the Bonds Being Refunded (as defined in the Agreement); WHEREAS, except for an initial cash deposit to the Trust Fund, the net proceeds of the Refunding Bonds were used to purchase certain noncallable United States Treasury Obligations (the "Securities"); WHEREAS, although the resolution of the County authorizing the Refunding Bonds provides that the proceeds of the Refunding Bonds may be reinvested after their initial investment in the Securities, the Agreement does not specifically authorize the reinvestment of proceeds of the Securities prior to the time such funds are needed to pay debt service on the Refunded Bonds; and WHEREAS, the Agreement provides that it may be amended to cure any formal omission, such as the omission of the authority to reinvest funds held in the Trust Fund; NOW THEREFORE, it is agreed by the parties hereto that the Agreement shall be amended as follows: Section 1. Amendments to the Agreement A new Section 4A is added to read as follows: 4A. The Trustee, with the approval of the District, shall have the power to reinvest the proceeds of the Securities and earnings thereon in direct, noncallable obligations of the United States (the "Reinvestment Securities ") pursuant to a "forward supply" or "forward purchase" agreement (the "Forward Agreement"), provided that prior to entering into any such Forward Agreement there are delivered to the Trustee (a) a report of a firm of national recognized certified public 93661 EXHfBIT A . . . accountants, verifying that there will be sufficient cash available in the Trust Fund, assuming reinvestment pursuant to the Forward Agreement, but not including the fees received by the Trustee pursuant to the Forward Agreement, to pay the remaining debt service requirements and redemption premium related to the Bonds Being Refunded, (b) an opinion of nationally recognized bond counsel that the entering into of such Forward Agreement will not adversely affect the exclusion of interest on the Refunding Bonds or the Bonds Being Refunded from gross income for federal income tax purposes, and (c) a written direction from the District to enter into such Forward Agreement. Upon entering into such Forward Agreement, fees received under the Forward Agreement and any other amounts, to the extent not needed in the Trust Fund to provide for the paym~nt of the Bonds Being Refunded may be withdrawn from the Trust Fund and returned to the District's Interest and Redemption Fund for the Refunding Bonds. Notwithstanding the requirements for substitution contained in Section 4, after the date of the execution of the Forward Agreement, the Trustee shall not require delivery of written opinions of counselor verification of independent certified public accountants for the Trustee to accept the substitution, pursuant to the Forward Agreement, of noncallable United States obligations (the "Substituted Forward Obligations") for Reinvestment Securities previously delivered pursuant to the Forward Agreement if such Substituted Forward Obligations have a maturity date no later than, and a value at maturity no less than, the noncallable United States Obligations for which they will be substituted. Section 2. Continuing Applicabilitv of the Agreement. Except as otherwise specifically provided in this Supplemental Agreement, the terms and provisions of the Agreement continue to be applicable to the parties hereto 93661 -2- . . . IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be executed as of the day and year first wrinen above. MOHA VE COUNTY, ARIZONA Chairman, Board of Supervisors Attest: Clerk, Board of Supervisors LAKE HA V ASU UNIFIED SCHOOL DISTRICT NO. 1 OF MOHA VE COUNTY, ARIZONA President, Governing Board Attest: Clerk, Governing Board BANK ONE, ARIZONA, NA as Trustee By Its 93661 -3- . . . CONSENT OF AMBAC INDEMNITY CORPORA nON AMBAC Indemnity Corporation hereby consents to the foregoing Supplemental Agreement Amending the Depository Trust Agreement. AMBAC Indemnity Corporation By Its 93661 A-