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HomeMy WebLinkAboutRes 1991-14I `) RESOLUTION NO. 1991 -14 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ORDERING THE SALE OF TOWN OF FOUNTAIN HILLS, ARIZONA GENERAL OBLIGATION BONDS, SERIES 1991, IN THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF $3,530,000, FIXING THE DATE AND HOUR OF SALE, AND DIRECTING THE PUBLICATION OF NOTICE INVITING PROPOSALS FOR PURCHASE OF BONDS Councilmember .... (qlary........ then moved that the Resolution be adopted as introduced, and Councilmember .....T 1) .etta.... seconded the motion. Upon roll call, the following voted aye: John M. Cutillo, Mayor Frank Clark, Vice Mayor Charles E. Fox, Councilmember Wallace B. Hudson, Councilmember Mike Minarsich, Councilmember William J. O'Brien, Councilmember Margaret S. Tibbetts, Councilmember and none voted nay. The Mayor declared the Resolution adopted as read. There being no further business relative to the above matter, the meeting was adjourned. .... Clerk of the Town of Fountain Hills, Arizona 2 RESOLUTION NO. 1991 -14 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ORDERING THE SALE OF TOWN OF FOUNTAIN HILLS, ARIZONA GENERAL OBLIGATION BONDS, SERIES 1991, IN THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF $3,530,000, FIXING THE DATE AND HOUR OF SALE, AND DIRECTING THE PUBLICATION OF NOTICE INVITING PROPOSALS FOR PURCHASE OF BONDS NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA: Section 1. That $3,530,000 General Obligation Bonds Series 1991 (the "Bonds "), of the Town of Fountain Hills, Arizona (the "Town "), which were voted on at the special bond election held in the Town on March 12, 1991, shall be offered for public sale by the Town on the date and at the hour set forth in the official notice of sale of the Bonds, substantially in the form attached hereto as Exhibit A (the "Notice "). Section 2. That the Town Clerk is hereby authorized and directed to cause the Notice to be published once a week for four (4) successive weeks in the Arizona Republic, the newspaper hereby designated by the Town for such purpose. PASSED, ADOPTED AND APPROVED by the Mayor and Common Council of the Town of Fountain Hills, Arizona, on April 4, 1991. ATTEST: Clerk, Town of Fountain Hills, Arizona APPROVED AS TO FORM: O'Connor, Cavan Westover, Kill ( Beshears, P.A. .............. h, Anderson, gsworth & Bond Counsel ......... Mayor�Tbwn of Fountain Hills, Arizon EXHIBIT A $3,530,000 TOWN OF FOUNTAIN HILLS, ARIZONA GENERAL OBLIGATION BONDS, SERIES A 1991 NOTICE INVITING PROPOSALS FOR PURCHASE OF BONDS NOTICE IS HEREBY GIVEN that sealed, unconditional propo- sals for the purchase of $3,530,000 principal amount of General Obligation Bonds, Series 1991 (the "Bonds "), of the Town of Foun- tain Hills, Arizona (the "Town"),, will be received by the Mayor and Common Council of the Town at the Office of the Town Manager, 16836 East Palisades, Building C. Fountain Hills, Arizona 85269, until 11:00 a.m., Arizona Time, on May 2, 1991. The Bonds will be dated May 1, 1991, and will be issued in fully registered form without coupons, in the denomination of $5,000 or any integral multiple thereof. Interest on the Bonds shall be payable semiannually on January 1 and July 1 of each year, beginning January 1, 1992. Principal of the Bonds will be payable at the principal corporate trust office of a commercial bank located in the City of Phoenix, Arizona, to be designated at or before the time bids for the Bonds are to be received, which will be designated by the Town as Bond Registrar and Paying Agent for the Bonds, when due, upon surrender of the Bonds at the principal corporate trust office of the Bond Registrar and Paying Agent. Interest on the Bonds will be payable by check or draft mailed to the registered owners thereof, as shown on the registration books for the Bonds maintained by the Bond Registrar and Paying Agent, at the address appearing thereon at the close of business on the 15th day of the calendar month next preceding that interest payment date. The Bonds will be serial Bonds and will mature on July 1 in each of the years and in the amounts as follows: A -1 Principal Year Amount 1992 $ 50,000.00 1993 100,000.00 1994 100,000.00 1995 100,000.00 1996 125,000.00 1997 125,000.00 1998 150,000.00 1999 150,000.00 2000 175,000.00 2001 175,000.00 A -1 Principal Year Amount 2002 175,000.00 2003 200,000.00 2004 225,000.00 2005 225,000.00 2006 250,000.00 2007 275,000.00 2008 300,000.00 2009 300,000.00 2010 330,000.00 FORM AND DENOMINATION: The Bonds will be issued in fully registered form without coupons, in the denomination of $5,000 or any integral multiple thereof. The initial purchaser must accept one fully registered Bond for all amounts in each maturity for which names and addresses of the initial owners of the Bonds were not provided to the Bond Registrar at least seven (7) days prior to the date of closing. REGISTRATION AND TRANSFER: The Bonds will be transfer- able only upon the bond register maintained by the Bond Registrar upon surrender of the Bonds to the Bond Registrar with an appro- priate instrument of transfer. PRIOR REDEMPTION: Bonds maturing on or before July 1, 2000, are not subject to call for redemption prior to maturity. Bonds maturing on or after July 1, 2001, are subject to call for redemption prior to maturity, in whole or in part on July 1, 2000, or on any interest payment date thereafter, at the option of the Town, by the payment of the principal amount of each Bond called for redemption plus interest accrued to the date fixed for redemp- tion plus a premium payable from any source lawfully available therefor, the premium to be computed as follows: Redemption Dates Premium July 1, 2000 and January 1, 2001 1.00% July 1, 2001 and January 1, 2002 .50 July 1, 2002 and thereafter, without premium Not more than 45 nor less than 30 days before any redemption date, the Bond Registrar will cause a notice of any such redemption to be mailed by first class mail, postage prepaid, to the registered owner of each Bond to be redeemed at the address shown on the registration books maintained by the Bond Registrar. Failure to mail notice to any registered owner of Bonds shall not affect the validity of the proceeding for the redemption of Bonds with respect to the registered owner of the Bonds. A -2 AUTHORITY: The Bonds will be issued pursuant to the Con- stitution and laws of the State of Arizona, including particularly Title 35, Chapter 3, Article 3, Arizona Revised Statutes, as amended, and a resolution to be adopted by the Mayor and Council of the Town on May 2, 1991. ELECTION AND SECURITY: The Bonds represent the f irst and only installment of an aggregate voted issue of $3,530,000 princi- pal amount voted at an election held on March 12, 1991. All of the Bonds will be payable from an unlimited ad valorem tax levied against all of the taxable property in the Town. PURPOSE OF THE ISSUE: The Bonds are being issued to pro- vide funds for the purpose of improvement, construction, recon- struction and maintenance of Town streets and highways and to pay all legal, financial, engineering and other necessary costs and expenses in connection therewith and with the issuance and sale of the Bonds. INTEREST RATES: Bidders are to name the rate or rates of interest per annum which the Bonds are to bear, not to exceed twelve percent (12 %) per annum, to be expressed in multiples of one - eighth (1/8) or one - twentieth (1/20) of one percent (1%); however, no fractional cents will be paid (or accumulated for payment) on any Bond, and any interest rate bid which indicates payment of fractional cents will be deemed to be a waiver of the right to payment of such fractional cents. Interest will be calculated on the basis of 360 days per year or 12 30 -day months. The highest interest rate specified shall not exceed the lowest interest rate specified by more than three percent (3%) per annum. Any number of interest rates may be named, but the rate of interest on the Bonds of each separate maturity must be the same single rate for all Bonds of that maturity from their date to such maturity date. Any bid which specifies a split interest rate or the payment of any premium offered in anything other than federal funds will not be considered. FORM OF BID: No proposal offering to purchase less than all of the Bonds at the par value of all of the Bonds and accrued interest for all of the Bonds will be considered. Each bid shall be enclosed in a sealed envelope marked "Proposal for General Obligation Bonds" and shall be addressed to the Town Manager, Town of Fountain Hills, Arizona, 16836 East Palisades, Building C, Fountain Hills, Arizona 85269. All bids must be unconditional, and bidders must use the bid form prepared by the Town. Peacock, Hislop, Staley & Given, Inc. is providing certain financial advi- sory services in connection with the sale and issuance of the Bonds and has reserved the right to bid on the Bonds as provided herein. A -3 RIGHT OF REJECTION: The Town reserves the right to re- ject any and all bids and to waive any irregularity or informality in any bid, except that the time for receiving bids shall be of the essence. AWARD OF BONDS: Unless all proposals are rejected, the Town, at the regularly scheduled meeting of the Mayor and Common Council of the Town to be held on May 2, 1991, will award the Bonds not later than 11:59 p.m., Arizona Time, on May 2, 1991, to the responsible bidder offering to purchase all of the Bonds at the lowest net interest cost to the Town, which shall be determined by computing the aggregate amount of interest payable on the Bonds from May 1, 1991, to their respective maturities and by deducting therefrom any premium. Bidders are to take notice that, pursuant to Arizona law, if within three years from the award of the contract for the pur- chase of Bonds any person who was significantly involved in initi- ating, negotiating, securing, drafting or creating a contract for the purchase of the Bonds on behalf of the Town becomes an employee or agent of the winning bidder in any capacity or a consultant to the winning bidder with respect to the contract for the purchase of the Bonds, the Town may cancel the award of the contract without penalty or further obligation by the Town and refuse to deliver the Bonds to the winning bidder. In addition to such cancellation, if such person becomes an employee or agent of the winning bidder with respect to the contract for the purchase of the Bonds, the Town may recoup any fees or commissions paid or due to said winning bidder with respect to the award to said bidder and the actual sale of the Bonds. GOOD FAITH CHECKS: Each proposal must be accompanied by a certified check, drawn on a bank doing business in the State of Arizona, payable to the order of the Town of Fountain Hills, Ari- zona, for not less than Seventy Thousand Six Hundred Dollars ($70,600) to guarantee performance of such proposal. No interest will be allowed on the good faith deposits, and the checks of the unsuccessful bidders will be returned to the bidders' represent- atives promptly. The good faith check of the successful bidder will be retained by the Town uncashed until the delivery of the Bonds, at which time said check will be cashed and applied toward the purchase of the Bonds, or said check will be cashed and the proceeds thereof forfeited to the Town as and for stipulated and liquidated damages if the successful bidder fails or neglects to take up and pay for the Bonds in accordance with its proposal. DELIVERY: The executed and authenticated Bonds will be delivered to the purchaser in Phoenix, Arizona, at the expense of the Town, at the law offices of O'Connor, Cavanagh, Anderson, Westover, Killingsworth & Beshears, P.A., One East Camelback Road, Phoenix, Arizona, Bond Counsel, or at the request and expense of the purchaser, at any other place mutually agreeable to the Town A -4 and to the purchaser. It is expected that delivery will be made on or about May 16, 1991. Payment of the entire purchase price must be made in federal funds. INFORMATION TO BE PROVIDED BY PURCHASER: The purchaser must certify to the Town the initial offering price to the public (excluding bond houses, brokers and other intermediaries) of each maturity of the Bonds at which a substantial amount of Bonds of that maturity (at least 101%) were sold, to enable the Town to compute the yield on the Bonds for federal arbitrage law purposes. COST OF BOND FORMS: The Town will bear the cost of the Bond forms and the printing thereof and will furnish fully executed and authenticated registered Bonds to the purchaser upon payment therefor. The expenses (and transfer taxes, if applicable) per- taining to subsequent registrations of the Bonds will be paid by the transferor. All costs and expenses of initial registration and payment will be borne by the Town. LEGAL OPINION: Bonds are sold with the understanding that the Town will furnish the purchaser with the approving opinion of O'Connor, Cavanagh, Anderson, Westover, Killingsworth & Beshears, P.A., of Phoenix, Arizona. Said attorneys have been retained by the Town as Bond Counsel and, in such capacity, are to render their opinion only upon the legality of the Bonds under Arizona law and on the exemption of the interest income on the Bonds from federal and State of Arizona income taxes, the delivery of said opinion being a condition precedent to the delivery of the Bonds and the purchase thereof by the successful bidder (see "TAX EXEMPTION "). The fees of Bond Counsel will be paid from Bond proceeds. TAX EXEMPTION: The Internal Revenue Code of 1986, as amended (the "Code "), contains a number of requirements and re- strictions which apply to the Bonds, including investment restric- tions, periodic payments of certain investment earnings to the United States, requirements regarding the proper use of bond proceeds and the facilities financed therewith and certain other matters. The resolution authorizing the issuance of the Bonds (the "Resolution ") includes provisions which, if complied with by the Town, meet the requirements of the Code. Failure to comply with certain provisions of the Resolution may cause interest on the Bonds to become subject to federal income taxation retroactive to the date of issuance of the Bonds. Assuming compliance by the Town with such provisions of the Resolution, in the opinion of O'Connor, Cavanagh, Anderson, Westover, Killingsworth & Beshears, P.A., Bond Counsel, interest on the Bonds will not be, under current law, includable in gross income of the owners thereof for federal income tax purposes, and therefore will be exempt from present federal income taxation, except to the extent that such interest will be taken into account A -5 in computing an adjustment used in determining the alternative minimum tax for certain corporations, in computing the environmen- tal tax imposed on certain corporations and in computing the "branch profits tax" imposed on certain foreign corporations as described below, and is exempt from present Arizona income taxa- tion. Interest on the Bonds will not be treated as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations. The Code includes provisions for an alternative minimum tax ( "AMT") for corporations which is levied for taxable years beginning after December 31, 1986, in addition to the corporate regular tax in certain cases. The AMT, if any, depends upon the corporation's alternative minimum taxable income ("AMTI"), which is the taxable income with certain adjustments. One of the adjust- ment items used in computing AMTI of a corporation (excluding S Corporations, Regulated Investment Companies, Real Estate Invest- ment Trusts, or REMICs) is an amount equal to 50% of the excess of such corporation's "adjusted net book income" over an amount equal to its AMTI (before such adjustment item and the alternative tax net operating loss deduction). For taxable years beginning after 1989, such adjustment item will be 75% of the excess of such cor- poration's "adjusted current earnings" over an amount equal to its AMTI (before such adjustment item and the alternative tax net operating loss deduction). Both "adjusted net book income" and "adjusted current earnings" would include all tax - exempt interest, including interest on the Bonds. The "Superfund Revenue Act of 1986" imposes an additional tax (the "environmental tax ") on a corporation at a rate of 0.12% on the excess over $2,000,000 of such corporation's "modified alternative minimum taxable income," which would include a portion of the interest on the Bonds. Under the provisions of Section 884 of the Code, a branch profits tax may be levied ( for taxable years beginning after Decem- ber 31, 1986) on the "effectively connected earnings and profits" of certain foreign corporations, which include tax - exempt interest such as interest on the Bonds. In rendering its opinion, Bond Counsel will rely upon certifications of the Town with respect to certain material facts solely within the Town's knowledge relating to the projects being financed and the application of the proceeds of the Bonds. CERTIFICATES TO BE DELIVERED: The Town will deliver a certificate showing that no litigation is pending affecting the issuance and sale of the Bonds. The Town also will deliver an arbitrage certificate covering its expectations concerning the use of proceeds from the sale of the Bonds and related matters. A -6 v PRELIMINARY OFFICIAL STATEMENT DEEMED FINAL; DELIVERY OF OFFICIAL STATEMENTS: The Town deems the Preliminary Official Statement, provided in connection with the sale of the Bonds, to be final as of its date, except for the omission of the offering prices or yields, the interest rates and any other terms or provi- sions required by the Town to be specified in the bid, and other terms of the Bonds depending on such matters. The successful bidder agrees to supply the Town, within twenty -four hours after the award of the Bonds, all necessary pricing information and any underwriter identification necessary to complete the final Official Statement to be issued in connection with the sale of the Bonds. Promptly after receiving the necessary information from the successful bidder, the Town will prepare a final Official Statement in substantially the same form as the Preliminary Offi- cial Statement, subject to any amendments which the Town believes should be made in the final Official Statement. The Town will provide the successful bidder with the final Official Statements within seven (7) business days of the award of the Bonds. The final Official Statements may be obtained from the Town, without cost to the successful bidder, in an amount not greater than 100 copies. Additional copies of the final Offi- cial Statement may be obtained from the Town at the successful bidder's expense. CUSIP IDENTIFICATION NUMBERS: It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the f a i lure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the purchaser thereof to accept delivery of and to pay for the Bonds in accordance with the terms of its proposal. No CUSIP iden- tification number shall be deemed to be a part of any Bond or a part of the contract evidenced thereby, and no liability shall hereafter attach to the Town or any of its officers or agents because of or on account of such numbers or any use made thereof. All expenses in relation to the printing of CUSIP identification numbers on the Bonds and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid for by the Town. FURTHER INFORMATION: Further information, including copies of this Notice Inviting Proposals for Purchase of Bonds, copies of the bid form, copies of the Resolution and copies of the Official Statement containing information relating to the issuance, sale and security for the Bonds, may be obtained from the Town Manager at Town Hall, 16836 East Palisades, Building C, Fountain A -7 0 Hills, Arizona 85269 or Peacock, Hislop, Staley & Given, Inc., Investment Bankers for the Town, at 100 Concord Place, 2999 North 44th Street, Phoenix, Arizona 85018. DATED: April 4, 1991. Jsl Cassie Hansen Clerk, Town of Fountain Hills, Arizona 25625W9.MIS A -8 n1 CERTIFICATE AS TO NOTICE OF MEETING The undersigned, Clerk of the Town of Fountain Hills, Arizona (the "Town "), DOES HEREBY CERTIFY that: (1) in accordance with Section 38- 431.02, Arizona Re- vised Statutes, a statement has been filed by the Mayor and Common Council of the Town with the Clerk of the Town stating that notices of meetings of the Mayor and Common Council of the Town would be posted at the Community Center, 11445 North Saguaro Boulevard, Fountain Hills, Arizona; Fountain Hills School District Administra- tion Building, 14605 North Del Cambre Avenue, Fountain Hills, Arizona; the Fountain Hills Post Office, 13229 North Verde River Drive, Fountain Hills, Arizona; Bashas, 16605 East Palisades, Fountain Hills, Arizona; the Chamber of Commerce, 12635 North Saguaro Boulevard, Fountain Hills Arizona; and Town Hall, 16836 East Palisades, Fountain Hills, Arizona; and (2) the Notice of Meeting attached hereto was duly posted at least 24 hours prior to the time set for such meeting on the bulletin board'at such places. Dated this 3rd day of April, 1991. ...�-! -1 ............. Clerk, Town of Fountain Hills, Arizona _'4# [ATTACH NOTICE OF MEETING] ACKNOWLEDGMENT OF RECEIPT OF NOTICE OF MEETING The undersigned Mayor and members of the Common Council of the Town of Fountain Hills, Arizona, HEREBY CERTIFY that they received notice of the April 4, 1991, meeting of the Mayor and Common Council at least 24 hours prior to the time set for such meeting. Mayor \ Vice Mayor Councilmember :'•'• .. ................ Councilmember Counci ember Councilmember .(� .......... /6 . .............. Councilmember EXCERPTS FROM MINUTES OF A REGULAR MEETING OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA HELD ON APRIL 4, 1991 The Mayor and Common Council of the Town of Fountain Hills, Arizona (the "Town "), met in regular session on April 4, 1991, at the hour of 6:30 p.m. The Mayor called the meeting to order and upon roll call, the following answered present: John M. Cutillo, Mayor Frank Clark, Vice Mayor Charles E. Fox, Councilmember Wallace B. Hudson, Councilmember Mike Minarsich, Councilmember William J. O'Brien, Councilmember Margaret S. Tibbetts, Councilmember Also present: Cassie Hansen, William Farrell and Paul Nordin, Clerk, Attorney and Manager, respectively. Absent: None The Mayor of the Town declared the presence of a quorum and advised the Common Council that it was in order for a resolu- tion to be introduced ordering the sale of $1,200,000 principal amount of street and highway user revenue bonds of the Town to further accomplish the purposes set forth in the official form of ballot submitted to the voters of the Town on March 12, 1991. Thereupon, the following- captioned Resolution was intro- duced and its title read in full: