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HomeMy WebLinkAboutRes 1991-23(Wav) RESOLUTION NO. 1991 - 23 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF TOWN OF FOUNTAIN HILLS, ARIZONA STREET AND HIGHWAY USER REVENUE BONDS, SERIES 1991, IN THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF $1,200,000 AND DECLARING AN EMERGENCY WHEREAS, all requirements have been met in calling and conducting the special street and highway user revenue bond elec- tion held in the Town of Fountain Hills, Arizona (the "Town "), on March 12, 1991, relative to the issuance of an aggregate of $1,200,000 principal amount of street and highway user revenue bonds of the Town; and WHEREAS, the Mayor and Common Council of the Town have heretofore canvassed the returns of the election; and WHEREAS, the Mayor and Common Council of the Town now wish to provide for the issuance and sale of $1,200,000 aggregate principal amount of Town of Fountain Hills, Arizona Street and Highway User Revenue Bonds, Series 1991, which bonds will consti- tute the first and only installment of an aggregate voted issue of $1,200,000 principal amount voted at the election held on March 12, 1991; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, THAT: Section 1. The principal amount of $1,200,000 Town of Fountain Hills, Arizona Street and Highway User Revenue Bonds, Series 1991 (the "Bonds "), are hereby authorized to be issued and sold, which Bonds shall represent the first and only installment of an aggregate voted issue of $1,200,000 principal amount approved at an election held on March 12, 1991. Section 2. (a) The Bonds shall be dated May 1, 1991, shall be numbered, by maturity, from 1 consecutively upwards, shall be fully registered bonds without coupons, shall be in the denomi- nation of $5,000 or any whole multiple thereof, shall bear inter- est from the most recent January 1 or July 1 to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from their date, which interest shall be payable on January 1, 1992, and semiannually thereafter on July 1 and January 1 of each year during the term of each of the Bonds (each an "interest payment date "). The principal of the Bonds shall be payable upon presentation and surrender thereof at the principal corporate trust office of First Interstate Bank of Arizona, N.A., in Phoenix, Arizona, as Bond Registrar and Paying Agent. Interest on the Bonds shall be payable by check or draft mailed to the registered owners thereof, as shown on the registration books for this series maintained by the Bond Registrar and Paying Agent at the address appearing therein at the close of business on the 15th day of the calendar month next preceding that interest payment date (each a "regular record date "). Any interest which is not timely paid or duly provided for shall cease to be payable to the registered owner thereof (or of one or more predecessor Bonds) as of the regular record date and shall be payable to.the registered owner thereof (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 and Paying Agent whenever moneys become available for payment of the overdue interest, and notice of the special record date shall be given to the registered owners of the Bonds not less than ten (10) days prior thereto. The principal of and interest on the Bonds shall be payable in lawful money of the United States of America, the Bonds to mature on July 1 of each of the years and in the amounts as follows: Year Amount 1992 $25,000.00 1993 25,000.00 1994 25,000.00 1995 25,000.00 1996 50,000.00 1997 50,000.00 1998 50,000.00 1999 50,000.00 2000 50,000.00 2001 50,000.00 2002 75,000.00 2003 75,000.00 2004 75,000.00 2005 75,000.00 2006 75,000.00 2007 100,000.00 2008 100,000.00 2009 100,000.00 2010 125,000.00 (b) The Bonds shall bear interest at the rate or rates fixed by the accepted bid but in no event shall the interest rate on the Bonds exceed twelve percent (12 %) per annum. (c) First Interstate Bank of Arizona, N.A. is hereby appointed as Bond Registrar and Paying Agent, and the Mayor and the Clerk of the Town are hereby authorized and directed to enter into a contract with said bank covering such services. The Bond Registrar shall maintain the books of the Town for the registration of ownership of each Bond. A Bond may be transferred on the registration books upon delivery of the Bond to the Bond Registrar, accompanied by a written instrument of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of the Bond to be transferred or his attorney -in -fact or legal representative, containing written 2 instructions as to the details of the transfer of such Bond. No transfer of any Bond shall be effective until entered on the registration books. (d) In all cases upon the transfer of a Bond, the Bond Registrar shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of the denominations of $5,000 or any whole multiple thereof (except that no Bond shall be issued which relates to more than a single principal maturity) for the aggregate principal amount which the registered owner is entitled to receive at the earliest practicable time in accordance with the provisions of this Section. The Town or the Bond Registrar shall charge the registered owner of such Bond, for every such transfer of a Bond, an amount sufficient to reimburse them for any transfer fee, tax or other governmental charge required to be paid with respect to such transfer, and may require that such transfer fee, tax or governmental charge be paid before any such new Bond shall be delivered. (e) The Town and the Bond Registrar shall not be required (i) to issue or transfer any Bonds during a period beginning with the opening of business on the fifteenth (15th) business day 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. (f) (i) 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, by the payment of 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 to be computed as follows: Redemption Dates Premium July 1, 2000 and January 1, 2001 1 % July 1, 2001 and January 1, 2002 July 1, 2002 and thereafter, without premium (ii) Not more than forty -five ( 4 5 ) nor less than thirty (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 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 3 (bwl proceeding for the redemption of Bonds with respect to the registered owners of other Bonds. Section 3. The Bonds shall be executed on behalf of the Town by the Mayor and attested by the Clerk by the manual or facsimile signatures of such officers and by the imprinting of a facsimile of the seal of the Town thereon, and such officials are hereby authorized and directed to execute the Bonds as aforesaid. Section 4. The Bonds shall be in substantially the following form, allowing those executing the Bonds to make the insertions and deletions necessary to conform the Bonds to this Resolution and the Notice Inviting Proposals For Purchase Of Bonds: 4 (FORM OF BOND) REGISTERED REGISTERED (FORM OF FACE OF BOND) UNITED STATES OF AMERICA STATE OF ARIZONA COUNTY OF MARICOPA TOWN OF FOUNTAIN HILLS, ARIZONA STREET AND HIGHWAY USER REVENUE BOND, SERIES 1991 Interest Rate: Maturity Date: Dated as of: CUSIP: . . . . % per annum . . . . . . . . . . . . . . May 1, 1991 . . . . . . . . REGISTERED OWNER: ......................... PRINCIPAL AMOUNT: . . . . . . . . . . . . . . . . . . . . . . . . . THE TOWN OF FOUNTAIN HILLS, ARIZONA, (hereinafter referred to as the "Town "), for value received, hereby promises to pay to the Registered Owner named above, or registered assigns, solely from the revenues hereinafter specified, the Principal Amount specified above on the aforesaid Maturity Date, and to pay interest on the principal amount at the aforesaid Interest Rate on January 1, 1992 and on July 1 and January 1 of each year thereafter (each an "interest payment date ") to maturity or redemption prior to maturity. The principal of this Bond is payable upon presentation and surrender hereof at the principal corporate trust office of First Interstate Bank of Arizona, N.A., in Phoenix, Arizona, as Bond Registrar and Paying Agent. Interest on this Bond is payable by check or draft mailed to the registered owner hereof, as shown on the registration books for this series maintained by the Bond Registrar and Paying Agent, at the address appearing therein at the close of business on the 15th day of the calendar month next preceding that interest payment date (each a "regular record date ") . 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 and Paying Agent whenever moneys become available for payment of the overdue interest, and notice of the special record date shall be given to registered owners of Bonds not less than 10 days prior thereto. The principal and interest on this Bond is payable in lawful money of the United States of America, on the respective dates when principal and interest become due. 5 Ca'-' REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. THOSE PROVISIONS SHALL HAVE THE SAME EFFECT FOR ALL PURPOSES AS IF SET FORTH ON THE FACE HEREOF. It is hereby certified, recited and declared that all acts, conditions and things required to be done, to exist and be performed precedent to and in the issuance of this Bond in order to make it a legal, valid and binding obligation of the Town in accordance with its terms, have been done, do exist and have been performed in regular and due time, form and manner as required by law. IN WITNESS WHEREOF, the TOWN OF FOUNTAIN HILLS, ARIZONA, has caused this Bond to be executed in the name of the Town by the facsimile signature of its Mayor and attested by the facsimile signature of its Clerk, and has caused the facsimile of the seal of the Town to be reproduced hereon. TOWN OF FOUNTAIN HILLS, ARIZONA By (Facsimile) .... ............................... Mayor (SEAL] ATTEST: (Facsimile) ............................... Clerk C (FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within - mentioned Resolution and is one of the Town of Fountain Hills, Arizona Street and Highway User Revenue Bonds, Series 1991. Dateof Authentication: .... ............................... FIRST INTERSTATE BANK OF ARIZONA, N.A., as Bond Registrar By. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Authorized Representative (FORM OF REVERSE OF BOND) This Bond is one of a series of bonds (the "Bonds") in the aggregate principal amount of $1,200,000 issued by the Town of Fountain Hills, Arizona (the "Town "), pursuant to Resolution No. 1991 - 23 (the "Resolution ") adopted on May 2, 1991, which Bonds represent the first and only installment of an aggregate voted issue of $1,200,000 principal amount voted at an election held on March 12, 1991, for the purpose of providing funds to aid in the improvement of streets and highways within the Town, under and in full compliance with the Constitution and laws of the State of Arizona, including specifically Title 48, Chapter 4, Article 5, Arizona Revised Statutes, and any amendments thereto. The Town pledges for annual debt service all revenues received by the Town from taxes, fees, charges and other moneys collected by the State of Arizona and returned to the Town for street and highway purposes pursuant to Title 28, Chapter 9, Article 4, Arizona Revised Statutes, as amended, except as to revenues which have been specifically allocated and pledged for the payment of any other indebtedness of the Town, as authorized by the provisions of Title 48, Chapter 4, Article 5, Arizona Revised Statutes, and all amendments thereto. This Bond and the interest hereon are enforceable exclusively from the pledged revenues above - recited, and no registered owner hereof shall have the right to compel any exercise of the taxing power of the Town within the meaning of any Constitutional or statutory limitation, unless upon resolution submitted to the qualified electors of the Town at a special bond election, the Town is authorized to pledge its full faith and credit for the payment of this Bond. At the date of this Bond, such election has neither been held, called nor contemplated. 7 The Town and the Bond Registrar shall not be required (a) to issue or transfer any Bonds during a period beginning with the opening of business on the 15th business day 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 (b) to transfer any Bonds which have been selected or called for 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, by the payment of 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 to be computed as follows: Redemption Dates _ Premium July 1, 2000 and January 1, 2001 1 July 1, 2001 and January 1, 2002 July 1, 2002 and thereafter without premium Not more than 45 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 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 owners of other Bonds. The Bond Registrar shall maintain the books of the Town for the registration of ownership of each Bond as provided in the Resolution. This Bond may be transferred on the registration books upon delivery hereof to the Bond Registrar, accompanied by a written instrument of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Bond or his attorney -in -fact or legal representative, containing written instructions as to the details of the transfer. No transfer of this Bond shall be effective until entered on the registration books. In all cases upon the transfer of a Bond, the Bond Registrar shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of the denominations of $5,000 or any whole multiple thereof (except that no Bond shall be issued which relates to more than a single 8 ( 4W) (4avi principal maturity) for the aggregate principal amount which the registered owner is entitled to receive at the earliest practicable time in accordance with the provisions of the Resolution. The Town or the Bond Registrar shall charge the registered owner of such Bond, for every such transfer of a Bond, an amount sufficient to reimburse them for any transfer fee, tax, or governmental charge required to be paid with respect to such transfer, and may require that such transfer fee, tax, or governmental charge be paid before any such new Bond shall be delivered. The Town and the Bond Registrar shall not be required (a) to issue or transfer any Bonds during a period beginning with the opening of business on the 15th business day 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 (b) to transfer any Bonds which have been selected or called for redemption. This Bond shall not be entitled to any security or benefit under the Resolution or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar. (LEGAL OPINION) E Qw/ J (FORM OF ASSIGNMENT) Assignment For value received, the undersigned hereby sells, assigns and transfers unto . ............................... the within Bond and 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. Dated: ..................... .... ............................... Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature Guaranteed: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notice: The assignor's signature to this assignment must corre- spond with the name as it appears upon the face of the within Bond in every particular, without altera- tion or any change whatever. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Commercial Bank, Trust Company or Member of a National Securities Exchange) The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as TEN ENT - as JT TEN - as vi. UNIF GIFT MIN ACT - tenants in common tenants by the entireties joint tenants with right of sur- vorship and not as tenants in common Custodian ........ (Cust) (Minor) under Uniform Gifts to Minors Act .................... (State) Additional abbreviations may also be used though not included in the above list. ALL FEES AND COSTS OF TRANSFER SHALL BE PAID BY THE TRANSFEROR 10 QW) �J Section 5. Upon receipt of payment for the Bonds when the Bonds have been duly sold by the Town, the Town Manager of the Town shall set aside and deposit the proceeds received from such sale, including any premium but exclusive of accrued interest, in a separate fund to be used solely to aid in the improvement of the streets and highways within the Town. The moneys in the special fund shall not be commingled with any other moneys in the hands of the Town Manager of the Town but shall be deposited in a separate bank account in the name of the Town. Section 6. (a) Subject to the provisions allowing for the issuance of parity bonds or other evidences of indebtedness, the Bonds shall be secured by a prior and paramount lien on and by a first pledge of taxes, fees, charges or other moneys collected by the State of Arizona and returned to the Town for street and highway purposes pursuant to Title 28, Chapter 9, Article 4, Arizona Revised Statutes, as amended, except such revenues which have been specifically allocated and pledged for the payment of any other indebtedness of the Town, as authorized by the provisions of Title 48, Chapter 4, Article 5, Arizona Revised Statutes and all amendments thereto. All of the Bonds shall be equally and ratably secured without priority by reason of number, date, sale, execution, authentication or delivery, by such lien upon the aforesaid revenues as in this Resolution provided. No bonds or other evidences of indebtedness payable in whole or in part, directly or indirectly from the aforesaid revenues, shall be issued by the Town nor any charge of any kind created thereon having any priority over the Bonds herein authorized to be issued with respect to payment of principal or interest, except as hereinafter set forth. (b) During each year that the indebtedness hereby autho- rized continues, the Town Manager of the Town shall set aside in a separate fund, moneys returned to the Town pursuant to Title 28, Chapter 9, Article 4, Arizona Revised Statutes, as amended, as the same is received during each of such years from the State of Arizona, an amount sufficient to pay the principal of and interest on the Bonds herein authorized and all bonds on a parity with the Bonds. (c) If at the end of any fiscal year of the Town during which the Bonds are outstanding the monies subject to pledge for payment of the Bonds for such fiscal year is less than two and one - half (2�) times the highest annual principal and interest to be paid on the outstanding Bonds prior to their maturity, in each month during the next succeeding fiscal year the Town Manager of the Town shall set aside in a separate fund from monies returned to the Town pursuant to Title 28, Chapter 9, Article 4, Arizona Revised Statutes, as amended, as the same are received and after providing for the requirements in Section 6(b), (i) one - twelfth (1/12) of the lesser of (A) 10 percent of the outstanding principal amount of the Bonds on such date, (B) 125 percent of the average 11 fiscal, annual principal and interest to be paid on the outstanding Bonds until their maturity and (C) the maximum principal and interest to be paid on the outstanding Bonds in any fiscal year prior to maturity (ii) less the amount earned on the amount deposited in such fund in the immediately preceding month, as a debt service reserve fund for the Bonds. If the monies subject to pledge for payment of the Bonds for any two consecutive succeeding fiscal years is equal to or greater than two and one -half (2k) times the highest annual principal and interest to be paid on the outstanding Bonds prior to their maturity in each such year, the amount so deposited may be withdrawn from such fund and applied by the Town for any other legally available purpose. The amounts in such fund are to be used, and are hereby pledged, to pay the Bonds and any additional parity bonds issued pursuant to Section 7 if the amounts deposited pursuant to Section 6(b) are insufficient for such purpose. Section 7. (a) The Town, for itself, its successors and assigns, covenants and agrees with the registered owners of the Bonds herein authorized that so long as any of the Bonds remain outstanding and the principal thereof or interest thereon is un- paid or unprovided for, any additional parity bonds or other evidences of indebtedness payable from the pledged revenues shall be issued only when: (i) All of the payments of principal and interest on the then outstanding Bonds are current, and all amounts required to be deposited pursuant to Section 6 (c) have been so deposited, (ii) The moneys subject to pledge for payment of the Bonds for the preceding twelve -month period exceeds by two and one half (2J) times the highest annual principal and interest to be paid on the outstanding Bonds and the bonds to be issued during any one -year period; (iii) The bonds or other evidences of indebtedness sought to be issued shall mature and the principal and interest shall be payable at the same times as the outstanding Bonds and the resolution authorizing such bonds or other evidences of indebtedness shall provide the same pledges, payments and deposits for such bonds or other evidences of indebtedness as provided for the Bonds in Section 6 hereof; and (iv) The proceeds from the sale of the bonds or other evidences of indebtedness shall be used for the improvement, construction, reconstruction and maintenance of the municipal streets and highways, including the acquisition of rights -of -way. 12 L � (b) In the event that the bonds or other evidences of indebtedness sought to be issued are variable rate bonds or other evidences of indebtedness described in Title 48, Article 5, Section 48 -688, Subsection C. Arizona Revised Statutes, as amended, then in that event any repayment to be made to a credit facility under a reimbursement agreement shall be subordinate to the rights of the registered owners of the Bonds to the pledged revenues and in determining the maximum annual debt service on the bonds or other evidences of indebtedness sought to be issued, the principal requirements on debt supported by a credit facility shall be determined in accordance with the principal retirement schedule specified in the proceedings authorizing the issuance of such parity bonds or other parity evidences of indebtedness or in the amortization schedule set forth in the credit facility, whichever schedule produces the highest maximum debt service amount. The interest rate requirement is to be calculated using the maximum interest rate allowed in the proceedings authorizing the issuance of such parity bonds or other parity evidences of indebtedness or the maximum interest rate set forth in the credit facility. Section 8. On behalf of the Town, the Mayor and Common Council of the Town hereby covenant with the registered owners of the Bonds that the Town shall comply with every law or regulation or procedural guideline heretofore or hereafter enacted or promulgated with respect to Title 28, Chapter 9, Articles 4 and 5, Arizona Revised Statutes, as amended, including, without limitation, compliance with all procedural guidelines established by the Arizona Department of Transportation and the standards established by the technical advisory committee created pursuant to Title 28, Chapter 9, Article 4, Arizona Revised Statutes, as amended, with respect to submitting of needs data and all information concerning the status of transportation systems for all modes to the Arizona Department of Transportation in accordance with Title 28, Chapter 9, Article 5, Arizona Revised Statutes, as amended. In addition to the foregoing, the Mayor and Common Council of the Town also covenant with the registered owners of the Bonds that the Town shall budget and expend local revenues, as defined in Article IX, Section 20, Constitution of Arizona, for street and highway purposes other than distributions from the Arizona Highway Users Revenue Fund or the Local Transportation Assistance Fund in an amount equal to at least the average amount of local taxes, other than distributions from the Arizona Highway Users Revenue Fund or the Local Transportation Assistance Fund budgeted and expended for street and highway purposes for any four of the immediately preceding five (5) fiscal years. Section 9. All of the provisions of this Resolution shall constitute a contract between the Town and the registered owner or owners of the Bonds, and no amendments, alterations or modifications of this Resolution shall be made which will in any manner impair, impede or lessen the rights of the registered owners of the Bonds then outstanding. 13 Section In consideration of the purchase and ct n 10 . ( a ) acceptance of the Bonds by the registered owners thereof from time to time, and as authorized by Arizona Revised Statutes, Title 35, Chapter 3, Article 7, and in consideration of retaining the exemption from federal income taxes of the interest income on the Bonds, the Town covenants and agrees, and the appropriate officials of the Town are hereby directed, to take all action required, or to refrain from taking any action prohibited, by the Internal Revenue Code of 1986, as amended (the "Code "), including, without limitation (i) to meet the arbitrage rebate provisions of the Code ( Section 148 (f ) of the Code) , (ii) to make the required information filing pursuant to the Code (Section 149(e) of the Code) , (iii) to assume that the Bonds are not "hedge bonds" as provided by this Code (Section 149(g) of the Code) and (iv) to do all other things necessary to preserve the tax exempt status of the interest income on the Bonds. (b) At least 75% of the "available construction proceeds" of the Bonds are to be used for "construction expenditures" with respect to property which is to be owned by the Town as provided in the Code. At least 10% of the available construction proceeds of such amount of the Bonds shall be spent for the governmental purposes of the issue within the six -month period beginning on the date the Bonds are issued, at least 45% of such proceeds shall be spent for such purposes within the one -year period beginning on such date, at least 75% of such proceeds shall be spent for such purposes within the 18 -month period beginning on such date and at least 100% of such proceeds shall be spent for such purposes within the two -year period beginning on such date. At least 100% of the available construction proceeds of such amount of the Bonds shall be treated as spent for the governmental purposes of the Bonds within the two -year period beginning on the date the Bonds are issued if such requirement is met within the three -year period beginning on such date and such requirement would have been met within such two -year period but for a reasonable retainage (not exceeding five percent of the available construction proceeds of such amount of the Bonds). The Town hereby elects the application of the option to pay a penalty in lieu of rebate to the United States pursuant to Section 14 8 (f) (4 ) ( C) (vii) (I) of the Code with regard to the Bonds. The term available construction proceeds shall not include earnings on any reserve fund for the Bonds pursuant to Section 148 (f) (4) (C) (vi) (IV) of the Code. (c) The Town hereby designates the Bonds as quali- fied tax - exempt obligations within the meaning of and pursuant to the provisions of 265(b) of the Code, and the Town represents and warrants that the reasonably anticipated amount of qualified tax - exempt obligations (other than private activity bonds) which shall be issued by the Town during the calendar year 1989 shall not exceed $10,000,000. 14 (d) At no time or times shall any of the proceeds of the Bonds or other moneys of the Town be used directly or indirectly in any manner which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. Section 11. The immediate operation of the provisions of this Resolution is necessary for the preservation of the public peace, health and safety; an emergency is hereby declared to exist; and this Resolution will be in full force and effect from and after its passage and approval by the Mayor and Council of the Town. This Resolution is hereby exempt from the referendum provisions of the Constitution and laws of the State of Arizona. PASSED, ADOPTED AND APPROVED by the Mayor and Common Council of the Town of Fountain Hills, Arizona, on May 2, 1991. May r, Town of Fountain Hills, Ari na ATTEST: .. ............................... Clerk, Town of Fountain Hills, Arizona APPROVED AS TO FORM: . -.'b .. P ........... . O'Connor, Cavanagh, Anderson, Westover, Killingsworth & Beshears, P.A., Bond Counsel 15 RESOLUTION NO. 1991 - 24 RESOLUTION AWARDING CONTRACT FOR THE PURCHASE OF $1,200,000 PRINCIPAL AMOUNT OF TOWN OF FOUNTAIN HILLS, ARIZONA STREET AND HIGHWAY USER REVENUE BONDS, SERIES 1991, AND DECLARING AN EMERGENCY WHEREAS, sealed proposals have been received pursuant to a Notice Inviting Proposals For Purchase Of Bonds (the "Notice ") duly published as provided by law, for the sale of $1,200,000 of Town of Fountain Hills, Arizona Street and Highway User Revenue Bonds, Series 1991 (the "Bonds "); and WHEREAS, the proposal of Dean Witter Reynolds, Inc. has been determined to result in the lowest net interest rate to the Town of Fountain Hills, Arizona (the "Town ") and, in all respects, complies with the terms of said Notice; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, THAT: Section 1. The proposal of Dean Witter Reynolds, Inc. for the purchase of the Bonds be and hereby is accepted; and the Bonds be and hereby are awarded to Dean Witter Reynolds, Inc. (the "Purchaser "). Section 2. In accordance with the terms of the proposal submitted by the Purchaser, the Bonds of the various maturities shall bear interest from May 1, 1991, at the following rates: Maturity Date Principal Interest Rate (July 1) Amount Per Annum 1992 $25,000.00 9.700% 1993 25,000.00 9.700 1994 25,000.00 9.700 1995 25,000.00 9.700 1996 50,000.00 9.700 1997 50,000.00 9.700 1998 50,000.00 7.875 1999 50,000.00 6.800 2000 50,000.00 6.900 2001 50,000.00 7.000 2002 75,000.00 7.100 2003 75,000.00 7.200 2004 75,000.00 7.250 2005 75,000.00 7.300 2006 75,000.00 7.400 2007 100,000.00 7.400 2008 100,000.00 7.500 2009 100,000.00 7.500 2010 125,000.00 7.500 17 Section 3. All actions heretofore taken relating to the authorization, issuance and sale of the Bonds are hereby ratified and affirmed. Section 4. The Mayor, the Clerk or the Town Manager of the Town, or any of them, are hereby authorized and directed to deliver the Bonds to the Purchaser upon receipt of payment therefor. Section 5. The Clerk or the Town Manager of the Town be and hereby is authorized and directed to return forthwith the good faith checks of all unsuccessful bidders. Section 6. The immediate operation of this Resolution is necessary for the preservation of the public health and welfare; an emergency is hereby declared to exist; and this Resolution shall be in full force and effect from and after its passage and approval by the Mayor and Common Council of the Town as required by law. This Resolution is hereby exempt from the referendum provisions of the Constitution and laws of the State of Arizona. PASSED, ADOPTED AND APPROVED by the Mayor and Common Council of the Town of Fountain Hills, Arizona, on May 2, 1991. May.r, Town of Fountain Hills, Ari a ATTEST: ...Y......` .... .. ..... ...... Clerk, Town of Fountain Hills, Arizona APPROVED AS TO FORM: ............................. O'Connor, Cavanagh, Anderson, Westover, Killingsworth & Beshears, P.A., Bond Counsel