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HomeMy WebLinkAbout93-264A , --, . . . RESOLUTION NO. 93-264 A A RESOLUTION OF THE BOARD OF SUPERVISORS OF MORAVE COUNTY, ARIZONA AUTHORIZING THE ISSUANCE OF LAKE HAVASU UNIFIED SCHOOL DISTRICT NO. 1 OF MORAVE COUNTY, ARIZONA REFUNDING BONDS, SERIES 1993, IN THE PRINCIPAL AMOUNT OF $11,575,000 TO ADVANCE REFUND BONDS PREVIOUSLY ISSUED; PROVIDING FOR THE ANNUAL LEVY OF A TAX ON ALL THE TAXABLE PROPERTY WITHIN THE DISTRICT TO PROVIDE FOR THE PAYMENT OF PRINCIPAL OF AND INTEREST ON SAID REFUNDING BONDS; PRESCRIBING TERMS AND PROVISIONS WITH RESPECT TO THE REFUNDING BONDS; PROVIDING FOR THE APPLICATION OF PROCEEDS FROM THE SALE OF THE REFUNDING BONDS TO THE PAYMENT OF THE BONDS BEING REFUNDED; APPOINTING A REGISTRAR AND PAYING AGENT AND AUTHORIZING THE EXECUTION OF A BOND REGISTRAR AGREEMENT; AUTHORIZING THE EXECUTION OF A DEPOSITORY TRUST AGREEMENT FOR THE SAFEKEEPING AND HANDLING OF THE MONEYS AND SECURITIES TO BE USED TO PAY THE BONDS BEING REFUNDED; AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT WITH PEACOCK, HISLOP, STALEY & GIVEN, INC; AND AUTHORIZING AN OFFICIAL STATEMENT WITH RESPECT TO SAID BONDS; AND DECLARING AN EMERGENCY.- WHEREAS, the Lake Havasu Unified School District No. 1 of Mohave County, Arizona (the "District"), heretofore issued certain general school improvement bonds which it now desires to advance refund, such bonds to be refunded being described below (the "Bonds Being Refunded") : Bond Issue Original Amount Principal Amount Being Refunded Dated Date Maturity Dates Being Refunded Lake Havasu Unified School District No. 1 of Mohave County, Arizona, School Improvement Bonds, Project of 1991, Series A $16,000,000 1uly 1, 2003 through 2010 $9,520,000 04/01/91 School Improvement Bonds, Project of 1991, Series B (1993) 8,000,000 02101/93 1uly 1, 2004 and 2005 $635,000 WHEREAS, the Governing Board of the District (the "Governing Board") has heretofore adopted a resolution requesting the issuance of the refunding bonds authorized hereby (the "Bonds") by the Board of Supervisors (the "Board") of Mohave County (the "County"); and 1 D02:[00450.DOCS.LAK64001]BOND )mSOLUTIoN.AA8 . . . WHEREAS, the issuance of the Bonds and the application of the net proceeds thereof to refund the Bonds Being Refunded is necessary and advisable and is in the best interests of the District because the Bonds can be sold to effect a reduction in debt service and this reduction, together with the ability of the District to restructure its debt in a more efficient manner, will result in substantial debt service savings to the citizens and taxpayers of the District; and WHEREAS, in accordance with applicable law, the aggregate amounts of principal of and interest on the Bonds shall not exceed the aggregate principal of and interest on the Bonds Being Refunded which will become due from the date of issuance of the Bonds to the final date of maturity of the Bonds Being Refunded; and WHEREAS, the issuance of the Bonds will in no way infringe upon the rights of the owners of the Bonds Being Refunded to rely on a tax levy for the payment of principal of and interest of the Bonds Being Refunded if the moneys and securities in the Refunded Bonds Account of the Trust Fund created by the Depository Trust Agreement hereinafter authorized prove insufficient; and WHEREAS, the District has contracted with AMBAC Indemnity Corporation, a Wisconsin-domiciled stock insurance corporation ("AMBAC Indemnity") to provide a Municipal Bond Insurance Policy (the "policy") to pay principal of and interest on the Bonds when due; and WHEREAS, there have been filed with the Clerk of the Board and submitted to the Board at this meeting proposed forms of the following documents: (a) An irrevocable Depository Trust Agreement dated September 1, 1993 (the "Depository Trust Agreement"), with Bank One, Arizona, NA, Phoenix, Arizona, as trustee (the "Trustee"), with respect to the handling of moneys and securities which will provide for the paYment of the Bonds Being Refunded; and . (b) A Bond Purchase Agreement to be dated on or about the date of adoption of this Resolution (the "Bond Purchase Agreement"), pursuant to which Peacock, Hislop, Staley & Given, Inc. (the "Underwriter") will purchase the Bonds; and (c) A preliminary official statement with respect to the Bonds (the "Preliminary Official Statement"), the final form of which, upon being completed and conformed to this Resolution and the Bond Purchase Agreement, will be the official statement with respect to the Bonds (the "Official Statement"); and (d) A Bond Registrar Agreement dated September 1, 1993 (the "Bond Registrar Agreement") pursuant to which 2 D02: [OO4S0.DOCS.LAK64001]BOND _ RE.SOLUTION.AA8 . Bank One, Arizona, NA, Phoenix, Arizona will act as Bond Registrar (as hereinafter defined) for the Bonds; and WHEREAS, it appears that each of the above-referenced documents which are now before this meeting is in appropriate form and is an appropriate instrument to be executed and delivered by the respective parties named therein to the extent called for thereby for the purposes intended. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF MOHAVE COUNTY, ARIZONA, THAT: Section 1. For the purpose of providing funds to be used to advance refund the Bonds Being Refunded and to pay all legal, financial and other necessary costs in connection therewith, the Board hereby authorizes the issuance of the Lake Havasu Unified school District No. 1 of Mohave County, Arizona Refunding Bonds, Series 1993 (the "Bonds"), in an aggregate principal amount of $11,575,000. The Bonds shall be mature on July 1 of the years and with interest rates and yields as set forth below: Maturity Principal Interest Price Or ( Jul v 1) Amount Rate Yield 1996 $ 95,000 3.70% 3.70% . 1997 100,000 3.90 3.90 1998 105,000 4.00 4.10 1999 110,000 4.15 4.25 2000 115,000 4.30 4.40 2001 105,000 4.40 4.50 2002 125,000 4.55 4.60 2003 1,060,000 6.85 4.80 2004 1,4351000 4.75 4.80 2005 1,500,000 4.85 4.90 2006 1,240,000 4.95 5.00 2007 1,285,000 5.05 5.10 2008 1,350,000 5.15 5.20 2009 1,450,000 5.20 5.25 2010 1,500,000 5.25 5.30 . Section 2. The Bonds shall be issued as fully registered Bonds registered as to both principal and interest, in the denomination of $5,000 or any integral multiple thereof. The Bonds shall be dated as of September 1, 1993. Interest on Bonds shall be payable on January 1 and July 1 of each year (the "Interest Payment Dates"), commencing January 1, 1994, until the principal amount has been paid or provided for. The Bonds shall bear interest from the most recent date to which interest has been paid or provided for or, if no interest has been paid or provided for, from their date. Interest on the Bonds will be computed on the basis of a 360-day year of twelve 30-day months. 3 002: [00450.DOCS.LAK64001IBOND_RESOLUTION.AA8 . . . Section 3. The Bonds shall be Subj ect to redemption prior to maturity as set forth in the form of the Bond contained in Exhibit A hereto which is incorporated herein by this reference. Not more than 60 nor less than 30 days before any redemption date, the Bond Registrar (as defined in Section 5 below) shall cause a notice of any such redemption to be mailed by registered or certified mail to the registered owner of each Bond to be redeemed in whole or in part at the address shown on the registration books maintained by the Bond Registrar. Neither failure to mail notice to any owner of Bonds nor any defect in any notice shall affect the validity of the proceedings for the redemption of Bonds with respect to which proper notice was given. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless there shall be a default in the paYment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in whole or in part in accordance with said notice, such Bonds or redeemed potions thereof shall be paid by the Bond Registrar at the redemption price. Installments of interest due on or prior to the redemption date or redeemed portions thereof shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new fully registered Bond or Bonds of the sarne maturity of authorized denominations in the aggregate amount of the unpaid principal. All Bonds which have been redeemed shall be cancelled by the Bond Registrar and shall not be reissued. In addition to the foregoing notice, further notice of redemption shall be given by the Clerk of the Board or the Bond Registrar as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. A. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (i) the CUSIP numbers of all Bonds being redeemed; (ii) Series designation and certificate number; (iii) the date of issue of the Bonds as originally issued; (iv) the rate of interest borne by each Bond being redeemed; (v) the maturity date of each Bond being redeemed; (vi) publication date and redemption date; (vii) redemption price; (viii) redemption agent with name and address; and (ix) any other descriptive infonnation needed to identify accurately the Bonds being redeemed. B. Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of 4 D02:[00450.:OOCS.UX64001]BOND _RBSOLUTION.AAS . . . obligations of types comprising the Bonds (such depositories now being Depository Trust Company of New York, New York, Midwest Securities Trust Company of Chicago, Illinois, Pacific Securities Depository Trust Company of San Francisco, California, and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services, if any, that disseminate notices of redemption of obligations such as the Bonds. Notice of redemption to such securities depositories shall be given by certified mail in sufficient time so that they are received at least two days before the general publication date. C. A second notice of redemption shall be given within 60 days after the redemption date in the manner required above to the owners of redeemed Bonds which have not been presented for paYment within 30 days after the redemption date. If any of the Bonds are redeemed pursuant to an advance refunding, notice of such advance refunding and redemption shall be given in the same manner as above provided, and within the same time period with respect to the actual redemption date. D. Upon the paYment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Section 4. The Bonds shall be signed by the President and attested by the Clerk of the Governing Board, and countersigned by the County Treasurer (references in this Resolution to such officers shall include persons acting in the capacity of such officers), all in their official capacities (any or all of those signatures may be a facsimile). No Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this Resolution unless and until the certificate of authentication printed on the Bond is manually signed by an authorized representative of the Bond Registrar as authenticating agent. Authentication by the Bond Registrar shall be conclusive evidence that the Bond so authenticated has been duly issued, signed and delivered under this Resolution and is entitled to the security and benefit of this Resolution. Section 5. Bank One, Arizona, NA, Phoenix, Arizona, is hereby appointed to act as the authenticating agent, bond registrar, transfer agent and paying agent (collectively, the wBond Registrar") for the Bonds and a Bond Registrar Agreement (substantially in the form on file with the Clerk) among the County, the District and the Bond Registrar is hereby authorized to be entered into, with the execution of such Agreement to constitute approval of all terms and conditions therein. Section 6. The principal of and interest on the Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Bond Registrar as paying agent. Principal and premium, if any, on the Bonds shall be payable when due upon presentation and surrender of the Bonds at 5 D02: [004.50. DOCS. LAK6400t ]BOND _ RESOLUTION.AA8 -----, . .~' . , . If manual signatures on behalf of the District, the Board or the County are required, the Bond Registrar shall undertake the exchange or transfer of Bonds only after the new Bonds are signed by the authorized officers of the District, the Board or the County. In all cases of exchanged or transferred Bonds, the District, the Board and the County shall sign and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Resolution. All fees and costs associated with the exchange or transfer, including any tax or governmental charges required to be paid with respect to the exchange or transfer, shall be paid by the Owner requesting exchange or the transferor. The District or the Bond Registrar may require that those amounts be paid before the procedure is begun for the exchange or transfer . All Bonds issued upon any exchange or transfer shall be valid obligations of the District, evidencing the same debt, and entitled to the same security and benefit under this Resolution as the Bonds surrendered upon that exchange or transfer. Any Bond surrendered to the Bond Registrar for payment, retirement, exchange, replacement or transfer shall be cancelled by the Bond Registrar. The District or the Board may at any time deliver to the Bond Registrar for cancellation any previously authenticated and delivered Bonds that the District or the Board may have acquired in any manner whatsoever, and those Bonds shall be promptly cancelled by the Bond Registrar. The cancelled Bonds shall be retained for a periOd of time and then r'eturned to the Treasurer of the County or destroyed by the Bond Registrar. The District and the Bond Registrar will not be required (i) to issue or transfer any Bonds during a period beginning with the close of business on the 15th business day of the calendar month next preceding either any Interest Payment Date or any date of selection of Bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (ii) to transfer any Bonds which have been selected or called for redemption in whole or in part. Section 8. If any Bond is mutilated, lost, wrongfully taken, improperly cancelled or destroyed, in the absence of written notice to the District or the Bond Registrar that such Bond has been acquired by a bona fide purchaser, the Bond Registrar shall authenticate and deliver a new Bond of like date, principal amount, maturity and denomination; provided, that (i) in the case of any mutilated or improperly cancelled Bond, such Bond first shall be surrendered to the Bond Registrar, and (ii) in the case of any lost, wrongfully taken or destroyed Bond, there first shall be furnished to the District and the Bond Registrar evidence of the loss, wrongful taking or destruction satisfactory to the Bond Registrar, together with indemnity satisfactory to the District and the Bond Registrar. If any lost, wrongfully taken or destroyed Bond shall have matured or is about to mature, or has been called for redemption, instead of issuing a new Bond, the Bond Registrar shall 7 D02:[00450.DOCS.LAK64001]BOND _ RESOLUTION.AA8 . . . B. The County Treasurer is authorized to instruct the Trustee to order the purchase for the District of the securities mentioned in subparagraph (A) of this Section from the Underwriter or from the United States Treasury or both of them. C. The initial computation made in determining the sufficiency of the Trust Fund shall be verified by a certified public accountant prior to delivery of the Bonds. The securities purchased pursuant to subparagraph (A) of this Section must be acceptable to such certified public accountant and to Squire, Sanders & Dempsey, Bond Counsel. Section 14. There shall be levied on all the taxable property in the District, in addition to all other taxes, a continuing direct ad valorem tax annually during the period the Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Bonds when due; which moneys when collected will be placed in separate funds to be designated "Interest Fund" and "Redemption Fund", which funds are irrevocably pledged for the payment of the principal of and interest on the Bonds when and as the same fall due, subject to the rights of the owners of the Bonds Being Refunded as hereinafter described. So long as the principal of and interest on the Bonds Being Refunded are paid as due from the Trust Fund, no taxes need be levied for the payment of the Bonds Being Refunded; provided, however, that in the event the Trust Fund is ever insufficient for the purpose herein set forth, any taxes levied to pay the principal of and interest on Bonds shall first be applied to the payment of the Bonds Being Refunded. The total aggregate of taxes levied to pay principal and interest on the Bonds in the aggregate shall not exceed the total aggregate principal and interest to become due on the Bonds Being Refunded from the date of issuance of the Bonds to the final date of maturity on the Bonds Being Refunded. If at any time there are sufficient moneys or investments, except for any investment income which is required to be rebated to the United States of America in order to continue the exclusion of the interest on the Bonds from gross income for federal income tax purposes, in the Bond debt service funds to pay all principal due or to become due on all of the Bonds, then no additional tax levy need be made for the payment of the principal of the Bonds. Section 15. The Bonds are hereby awarded and sold to the Underwriter in accordance with the terms of the Bond Purchase Agreement and the President of the Governing Board of the District and the Chairman of the Board are hereby authorized to execute and the Clerk of the Board is hereby authorized to attest the Bond Purchase Agreement, returning a copy of said agreement to the Underwriter. The proper officials of the County and the District are hereby authorized to deliver the Bonds to the Underwriter in exchange for the purchase price of the Bonds and satisfaction of the other conditions for delivery thereof in accordance with the terms of the Bond Purchase Agreement, to complete the refunding of the Bonds Being Refunded, it being the intention of the Board that the Bonds shall in all respects refund the Bonds Being Refunded. 10 D02:(00450.nocs.LAK64001]BOND _lU!SOLUTION.AA8 .~_::..J . . . Section 16. The County covenants and the District has covenanted that each will use, and restrict the use and investment of, the proceeds of the Bonds in such manner and to such extent as may be necessary, so that (a) the Bonds will not (i) constitute private activity bonds, arbitrage bonds or hedge bonds under Sections 141, 148 or 149 of the Internal Revenue Code of 1986, as amended (the "Code"), or (ii) be treated other than as bonds to which Section l03(a) of the Code applies, and (b) the interest thereon will not be treated as a preference item under Section 57 of the Code. The County further covenants (a) that it will take or cause to be taken such actions which may be required of it or the District for the interest' on the Bonds to be and remain excluded from gross income for federal income tax purposes, (b) that it will not take or authorize to be taken any actions which would adversely affect that exclusion, and (c) that it, or persons acting for it, will, among other acts of compliance, (i) apply the proceeds of the Bonds to the governmental purpose of the borrowing, (ii) restrict the yield on investment property, (iii) make timely paYments to the federal government, (iv) maintain books and records and make calculations and reports, and (v) refrain from certain uses of proceeds and, as applicable, of property financed with such proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest under the Code. The Chairman of the Board, the President of the Governing Board of the District, the County Treasurer or any other officer of the County or the District having responsibility for the issuance of the Bonds, alone or with any other officer or employee of or consultant to the County or the District, is hereby authorized (a) to make or effect any election, selection, designation, choice, consent, approval, or waiver on behalf of the County or the District with respect to the Bonds as the County or the District is permitted or required to make or give under the federal income tax laws, as determined by that officer, which action shall be in writing and signed by the officer, (b) to take any and all other actions, make or obtain calculations, make paYments, and make or give reports, covenants and certifications of and on behalf of the County or District, as may be appropriate to assure the exclusion of interest from gross income and the intended tax status of the Bonds, and (c) to give one or more appropriate certificates of the County or District, for inclusion in the transcript of the proceedings for the Bonds, setting forth the reasonable expectations of the County or District, regarding the amount and use of all the proceeds of the Bonds, the facts, circumstances and estimates on which they are based, and other facts and circumstances relevant to the tax treatment of the interest on and the tax status of the Bonds. Section 17. The Preliminary Official Statement is approved and the distribution of the same by the Underwriter is hereby ratified and the Chairman of the Board and the President of the Governing Board of the District is each authorized and directed to complete and sign, on behalf of the County and the District and 11 D02: [OO4S0.DOCS.1J\K64001]BOND _ RESOLUTION.AA8 . . . in each of their official capacities, the Official Statement, with such modifications, changes and supplements as each shall approve, such approval to be evidenced by their execution thereof. The Chairman of the Board and the President of the Governing Board of the District is each authorized to use and distribute, or authorize the use and distribution of, the Official Statement and any supplements thereto as so signed in connection with the original issuance of the Bonds. Section 18. The issuance of the Policy by AMBAC Indemnity for the Bonds is hereby approved. Pursuant to the issuance of the pOlicy, the Bond Registrar, the District and the County shall comply with the following terms and conditions: A. Notwithstanding any provision of this Resolution to the contrary, AMBAC Indemnity shall at all times be deemed the exclusive owner of all insured Bonds for the purposes of all approvals, consents, waivers, institution of any action, and the direction of all remedies. B. The County, in determining whether any amendments or supplements to this Resolution may be made and in determining whether any action should be taken, shall consider the effect of such amendment, supplement or action on the rights of the owners of the Bonds as if the Policy were not in effect. C. To the extent AMBAC Indemnity makes paYment of the principal of or interest on the Bonds, it shall become fully subrogated to all of the registered owners' rights thereunder, including the registered owners' rights to paYment thereof. To evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Bond Registrar shall note AMBAC Indemnity'S rights as subrogee on the registration books of the District maintained by the Bond Registrar upon receipt of proof from AMBAC Indemnity as to paYment of interest thereon to the registered owners of the Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Bond Registrar shall note AMBAC Indemnity's rights as subrogee on the registration books of the District maintained by the Bond Registrar upon surrender of the Bonds by the registered owners thereof together with proof of the paYment of principal thereof. D. In the event that the principal of and/or interest on the Bonds shall be paid by AMBAC Indemnity pursuant to the terms of the Policy, (i) such Bonds shall continue to be noutstandingn under this Resolution and shall not be defeased or otherwise satisfied or considered paid by the District or the County, and (ii) all covenants, agreements and other obligations of the District and the County to the registered owners shall continue to exist, and AMBAC Indemnity shall be fully subrogated to all of the rights of such registered owners in accordance with the terms and conditions of subparagraph C. above and the Policy. E. AMBAC Indemnity shall be notified (i) in advance of the execution of any supplemental resolution, and (ii) of any 12 D02:[00450.DOCS.LAK64001]BOND _RBSOLtmoN.AA8 . . . redemption of Bonds at the same time that the owners of the Bonds to be redeemed are notified. In addition, all notices, reports, certificates and opinions to be delivered to or by the Bond Registrar or to the owners of the Bonds or available at the request of the owners of the Bonds pursuant to this Resolution shall be delivered to AMBAC Indemnity. F. The District and the Bond Registrar shall also notify AMBAC Indemnity (i) immediately, upon the failure to make any required deposit to the Interest Fund or the Redemption Fund to pay principal or interest when due; and (ii) immediately upon the resignation or removal of the Bond Registrar or the appointment of a successor Bond Registrar. All notices, reports, certificates and opinions required to be given to AMBAC Indemnity shall be in writing and shall be sent by registered or certified mail or by overnight delivery. G. To the extent permitted by law, all investments shall be Permitted Investments, as described in Exhibit A to the Bond Registrar Agreement, entitled "Permitted Investments". In computing the amount in any fund or account, Permitted Investments shall be valued at the market price thereof. Valuation shall occur annually. H. ~l amounts representing accrued interest shall be held by the Bond Registrar, pledged solely to the payment of interest on the Bonds and invested only in cash (insured by the Federal Deposit Insurance Corporation) or direct Obligations of the Department of the Treasury of the United States of America (including obligations issued or held in book entry form on the books thereof) . I. 1. The County and the District agree promptly to provide to AMBAC Indemnity (a) all budgets, budget amendments, reports, certificates and financial information required to be prepared pursuant to this Resolution or available at the request of owners of the Bonds, and (b), to be submitted within 120 days of the end of each fiscal year, financial statements for the most recent fiscal year. 2. The District agrees that annually, in the case of any indebtedness, it. will file or cause to be filed with AMBAC Indemnity any official statement issued by, or on behalf of, the District in connection with the incurrence by the District of any such indebtedness. 3 . The District agrees promptly to provide or cause to be provided to AMBAC Indemnity such financial, statistical and other factual information as AMBAC Indemnity shall from time to time reasonably request regarding the District. Section 19. All actions of the officers and agents of the County which are in conformity with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the Bonds as contemplated by this Resolution whether heretofore or 13 002: [OO4S0.DOCS.UK64001]BOND _ RESOLUTION.AA8 . . . hereafter taken shall be and are hereby ratified, confirmed and approved. The proper officers and agents of 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 County as may be necessary to carry out the terms and intent of this Resolution. Section 20. This Board determines that all acts and conditions necessary to be performed by the Board or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the Board on behalf of the District have been performed and have been met, or will at the time of delivery of the Bonds have been performed and have been met, in regular and due form as required by law; that the full faith and credit of the District are pledged for the timely paYment of the principal of and interest on the Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Bonds. Section 21. This Board finds and determines that all formal actions of this Board concerning and relating to the passage of this Resolution were taken in an open meeting of this Board and that all deliberations of this Board and of any committees that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements. Section 22. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,' paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 23. The immediate operation of the provisions of this Resolution is necessary for the preservation of the public peace, health and safety of the District and for the further reason that the refunding at the earliest possible date of the Bonds Being Refunded to be financed with the proceeds of the Bonds, is urgently needed to secure the maximum possible savings to the District; therefore, an emergency is hereby declared to exist and this Resolution is enacted as an emergency measure and shall be in full force and effect from and after the passage and adoption by the Board of the County, as required by law, and it is hereby exempt from the referendum provisions of the Constitution and laws of the State of Arizona. 14 002: [00450.DOCS.LAK64001lBOND_RESOLUTION.AA8 DAT~D tn1S 1tn day of 5eptembe~, 1993. ~OaAVE COUNTY BOARD OF 5UP~RV150R5 AT'tEST: . ~~.. :. 15 . . . . EXHIBIT A (Form of Face of Bond) REGISTERED NO. REGISTERED $ LAKE HAVA8U UNIFIED SCHOOL DISTRICT NO. 1 OF MORAVE COUNTY, ARIZONA REFUNDING BOND, SERIES 1993 Interest Rate: Maturity Date: Dated As Of: CUSIP: %' per annum July 1, _ September 1, 1993 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The Lake Havasu Unified School District No. 1 of Mohave County, Arizona (the "District"), for value received, promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above, and interest thereon until the Principal Amount is paid or provided for at the Interest Rate stated above, on January 1 and July 1 of each year (the "Interest Payment Dates"), corrrrnencing January 1, 1994. This Bond will bear interest from the most recent date to which interest has been paid or provided for or if no interest has been paid or provided for, from its date. Principal and interest are payable in lawful money of the United States of America, without deduction for the paying agent services, to the person in whose name this Bond (or, if applicable, one or more predecessor Bonds) is registered (the "Registered Owner") on the Register maintained by the Bond Registrar, initially Bank One, Arizona, NA, Phoenix, Arizona (the "Bond Registrar"). Principal and premium, if any, are payable upon presentation and surrender of this Bond at the principal corporate trust office of the Bond Registrar. Interest is payable by check or draft mailed by the Bond Registrar on each Interest Payment Date to the Registered Owner of this Bond (or one or more predecessor Bonds) as shown and at the address appearing on the Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "regular record daten). Any interest which is not timely paid or duly provided for shall cease to be payable to the Registered Owner hereof (or of one or more predecessor Bonds) as of the regular record date, and shall be payable to the Registered Owner hereof (or of one or more predecessor Bonds) at the close of business on a special record date for the payment of that overdue interest. The special record date shall be fixed by the Bond Registrar whenever monies become available for payment of the overdue interest, and notice of the special record date shall be given to A-1 D02:[00450.DOCS.LAK64001]BOND _RESOLUTION.AA8 . . . Registered Owners not less than ten days prior thereto. Interest on the Bonds will be computed on the basis of a 360-day year of twelve 3o-day months. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE, WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. It is certified and recited that all acts and conditions required by the Constitution and laws of the State of Arizona to exist, to occur and to be performed or to have been met precedent to and in the issuance of the Bonds of this series in order to make them legal, valid and binding general obligations of the District, have been performed and have been met in regular and due form as required by law; that paYment in full for the Bonds of this series has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the Bonds of this series; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due, which taxes are unlimited as to rate but are limited to an amount not greater than the amount of ad valorem taxes that would have been levied to pay such bonds being refunded, subject to the rights vested in the owners of the bonds being refunded by this issue of Bonds. This Bond shall not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication beTbw has been manually signed. IN WITNESS WHEREOF, the Lake Havasu Unified School District No. 1 of Mohave County, Arizona, has caused this Bond to be executed in the name of the District and in their official capacities by the facsimile signature of the President of its Governing Board and attested by the facsimile signature of the Clerk of its Governing Board, and to be countersigned by the facsimile signature of the County Treasurer of Mohave County, Arizona, all as of the date stated above. LAKE HAVASU UNIFIED SCHOOL DISTRICT NO. 1 OF MORAVE COUNTY, ARIZONA By (FACSIMILE) President, Governing Board COUNTERSIGNED: ATI'EST: (FACSIMILE) County Treasurer ( FACS IMILE) Clerk, Governing Board A-2 D02:[Q0450.DOCS.LAK64001]BOND_RESOLUTION.AA8 . . . CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within-mentioned Bond Resolution. Bank One, Arizona, NA, as Bond Registrar By Authorized Representative Date of Registration and Authentication: Registrable at and Payable by: Bank one, Arizona, N .A. , Phoenix, Arizona (Form of Reverse of Bond) This Bond is one of a series of $11,575,000 Refunding Bonds, Series 1993, issued for the purpose of advance refunding a portion of the school improvement bonds of the District presently outstanding, and issued under authority of and pursuant to the laws of the State of Arizona, particularly Title~~5, Chapter 3, Article 4, Section 35-471, et seq., of the Arizona Revised Statutes and the Resolution passed by the Board of Supervisors of Mohave County, Arizona, adopted on September 7, 1993 (the "Bond Resolution"). For the punctual payment of this Bond and the interest hereon as aforesaid and for the levy and collection of ad valorem taxes sufficient for that purpose, the full faith and credit of the District are hereby pledged, subject, however, to the rights vested in the owners of the bonds being refunded as hereinafter described. The Board of Supervisors of the County has by resolution ordered the creation of a redemption fund for the payment of this Bond and all Bonds of this issue. Such fund is to be held in trust for the benefit of the Registered Owners of Bonds of this series, subject, however, to the rights vested in the owners of the bonds being refunded by this issue to the payment of such refunded bonds from the same tax source in the event of a deficiency in the moneys from and obligations issued by or guaranteed by the United States of America which will be purchased from the proceeds of the sale of these Bonds and other moneys available therefor and placed in an irrevocable trust for the purpose of paying principal and interest on the bonds being refunded. The Registered Owner of this Bond must rely on the sufficiency of such moneys and obligations to pay the bonds being refunded. A-3 D02:[OO4S0.DOCS.LAK64OQl ]BOND _ RESOLUTION.AAa . . . The Bonds of this series are issuable only as fully registered Bonds in the denomination of $5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for Bonds of this series of other authorized denominations at the principal corporate trust office of the Bond Registrar, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Bond Registrar, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Bond Registrar, all subject to the terms, limitations and conditions provided in the Bond Resolution. All fees and costs of exchange or transfer, including any tax or other governmental charge payable in connection with an exchange or transfer, shall be paid by the Owner requesting exchange or the transferor. The District or the Bond Registrar also may require that such charges be paid prior to the procedure for exchange or transfer. The District and the Bond Registrar may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the District, the County nor the Bond Registrar shall be affected by any notice to the contrary. The Bonds maturing on or before July 1, 2003 are not subject to redemption prior to maturity. The Bonds of this series maturing on July 1, 2004, or any time thereafter, are callable for redemption prior to their stated maturity dates at the option of the District, in whole or in part, on July 1, 2003, or any Interest PaYment Date thereafter, and may be redeemed prior to the maturity thereof at the redemption prices equal to the following percentages of the principal amount redeemed, plus in each case accrued interest to the redemption date: Redernotion Dates Redemotion Price July 1, 2003 and January 1, 2004 July 1, 2004 and January 1, 2005 July 1, 2005 and thereafter 101.0% 100.5 100.0 For the purpose of any redemption of less than all of the outstanding Bonds, such Bonds shall be called in the order of maturity directed by the District and within each maturity by lot selected by the Bond Registrar in any manner which the Bond Registrar may determine. Not more than 60 nor less than 30 days before any redemption date, the Bond Registrar shall cause a notice of any such redemption to be mailed by registered or certified mail to the Registered Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books maintained by the Bond Registrar. Neither failure to mail notice to any Registered Owner of Bonds nor any defect in any notice shall affect the validity of A-4 D02: [OO4S0.DOCS.l.AK64OO1 ]BOND _ RESOLUTION.AA8 . . . the proceeding for the redemption of Bonds with respect to which proper notice was given. The District and the Bond Registrar will not be required (i) to issue or transfer any Bonds during a period beginning with the close of business on the 15th business day of the calendar month next preceding either any Interest Payment Date or any date of selection of Bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (ii) to transfer any Bonds which have been selected or called for redemption in whole or in part. Reference is made to the Bond Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds of this series, the rights, duties and obligations of the District, the County, the Bond Registrar and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The Registered Owner of this Bond assents, by acceptance hereof, to all of the provisions of the Bond Resolution. LEGAL OPINION The following is a true copy of the text of the opinion rendered to the District by Squire, Sanders & Dempsey in connection with the issuance of the Bonds. That opinion is dated as of and premised on the transcript of proceedings examined and the ...law in effect on the date of the original delivery of the Bonds .A~~f:Jigned copy of the opinion is on file in my office. (FACSIMILE) Clerk, Governing Board [Form of Legal Opinion] (Form of Bond Insurance Legend] [FORM OF ASSIGNMENT] [End of Bond Form] A-5 D02:[00450.DOCS.LAX64001}BOND _RBSOLUTION.AAI