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• A regular meeting of the Council of the Town of Pulaski,
Virginia (the "Council") was duly held on November 1, 1994, at
which the following members were present and absent:
Andrew L. Graham, Mayor Present
E . G. Black, Jr . present
Roy H. D'Ardenne, Jr. „present
Alma H. Holston present
W . H . Schrader, Jr . present
W. Edgar Hale present
Bettye H. Steger .present
John W. Stone present
' John A. Johnston ,,.present
The following resolution was adopted by an affirmative roll call
vote of a majority of all members of the Council, the ayes and
nays being recorded in the minutes of the meeting as shown
below:
Andrew L. Graham, Mayor
• E. G. Black, Jr. Ave
Roy H. D'Ardenne, Jr. Ave
Alma H. Holston Ave
W. H. Schrader, Jr. Ave
W. Edgar Hale Ave
Bettye H. Steger Ave
John W . Stone Ave
John A. Johnston Ave
A RESOLUTION AUTHORIZING THE ISSUANCE, SALE, DETAIL
AND PAYMENT OF A $572,800 GENERAL OBLIGATION WATER BOND,
SERIES OF 1994
OF THE TOWN OF PULASKI, VIRGINIA
WHEREAS, the Council of the Town of Pulaski, Virginia (the
"Council") has determined it necessary and expedient to make
improvements (the "Project") to the water system (the "System")
of the Town of Pulaski, Virginia (the "Town") and to issue a
general obligation bond of the Town in the amount of $572,800 to
provide funds, together with other available funds, to finance
the cost of the Project.
WHEREAS, pursuant to the Public Finance Act of 1991, the
. Town is authorized to issue its bonds to pay for improvements to
the System and the cost of issuing the bonds.
WHEREAS, the Council has held a public hearing on the
proposed bond issue in accordance with Section 15.1-227.8 of the
Public Finance Act of 1991.
BE IT RESOLVED BY COUNCIL OF THE TOWN OF PULASKI,
VIRGINIA:
1. Pursuant to the Constitution of Virginia and the Public
Finance Act of 1991, there is hereby authorized to be issued and
sold a general obligation bond of the Town in the aggregate
principal amount of $572,800, to provide funds to pay the cost
of improvements (the "Project") to the Town's water system (the
"System") and the cost of issuing the bond. To the extent
allowed under Section 15.1-227.2 of the Public Finance Act of
1991, the Council hereby elects to have the Bond, as defined
hereafter, issued under the provisions of the Public Finance Act
of 1991 without regard to the requirements, restrictions or
other provisions contained in any charter or local or special
act applicable to the Town.
2. After mature consideration of the methods of sale of
such bond and current conditions of the municipal bond market,
it is hereby determined that it is in the best interest of the
Town to accept the offer of the United States of America, acting
through the Farmers Home Administration (the "Government"), to
purchase the bond upon certain terms and conditions set forth in
the Government's letter dated July 20, 1994, addressed to the
Town's Mayor, a copy of which has been presented to the Council
at the meeting at which this resolution is adopted. Such offer
is hereby accepted, and the Town hereby agrees to-meet such
terms and conditions.
3. The bond shall be in the denomination of $572,800, and
shall be designated "General Obligation Water Bond, Series of
1994" (the "Bond"). The Bond shall bear interest at the rate of
the lower of (a) 4.50 per year, or (b) the rate quoted by the
Government as the closing rate effective on the Closing Date, as
hereinafter defined. The execution of the Bond pursuant to
Section 6 of this resolution shall conclusively evidence the
interest rate stated in the Bond as having been approved and
authorized by this resolution. The Bond shall be in fully
registered form, shall be numbered R-1 and shall be dated the
date of its delivery to the Government (the "Closing Date").
Interest only shall be payable on the Bond on the first and
second anniversaries of the Closing Date. Equal installments of
combined principal and interest on the Bond shall be payable
beginning 25 months after the Closing Date and continuing on the
same date of each month thereafter until the principal of the
Bond is paid in full. Such installments shall be in an amount
sufficient to amortize fully the principal of such Bond over 456
months at the rate of interest on such Bond. If not sooner
. paid, the final installment on the Bond shall be due and payable
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40 years from the Closing Date. In the event the Closing Date
occurs on the 29th, 30th or 31st day of a month, the payment
date shall be the 28th day of the month. Any payment on the
Bond shall be applied first to interest accrued to the payment
date and then to principal. Installments shall be payable in
lawful money of the United States of America by check or draft
mailed to the registered owner of the Bond at its address as it
appears on the registration books, except that the final
installment shall be payable upon presentation and surrender of
the Bond at the office of the Town Clerk who is hereby appointed
Registrar.
4. At the request of the Government, the Bond may be
delivered as a fully registered bond in the alternative form
contained herein providing for principal advances to be made
from time to time by the Government in an aggregate amount not
to exceed $572,800. An authorized officer of the Government
shall enter the amount and the date of each such principal
advance on the Certificate of Principal Advances attached to the
Bond when the proceeds of such advance are delivered to the
Town. Each such principal advance shall bear interest from the
date of such advance so entered on the certificate.
5. Installments of principal due on the Bond may be
prepaid at the option of the Town at any time as a whole or in
part from time to time (but if in Bart, in inverse order of
• their maturities), without premium. Notwithstanding the above,
the Town may at any time deliver moneys to the Government with
instructions that such moneys be credited against future
- installments due on the Bond in inverse chronological order.
Prepayments shall not affect the obligation of the Town to pay
the remaining installments payable as provided in paragraph 3
above.
6. The Bond shall be signed by the Mayor or Vice Mayor of
the Town and the Town's seal shall be affixed thereto and
attested by the Town Clerk or Deputy Clerk.
7. The Bond shall be in substantially the following form:
No. R-1 $572,800
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
TOWN OF PULASKI
General Obligation Water Bond, Series of 1994
The Town of Pulaski, Virginia (the "Town"), for value
• received, hereby acknowledges itself indebted and promises to
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• pay to the United States of America, Farmers Home
Administration, or registered assigns, the principal sum [equal
to the aggregate amount of principal advances shown on the
attached Certificate of Principal Advances, but not to exceed
the sums ] of
FIVE HUNDRED SEVENTY-TWO THOUSAND EIGHT HUNDRED AND 00/100
DOLLARS
($572,800)
and to pay to the registered owner hereof interest on the unpaid
principal from the date [hereof] [of each principal advance
shown on the attached Certificate of Principal Advances] until
payment of the entire principal sum at the rate of percent
(_~) per year. Interest only on this bond is due and payable
on , 199_ and , 199 Installments
of combined principal and interest of $ are payable
beginning , 19 , and continuing on the same day
of each month thereafter until the principal of this bond is
paid in full. Any payment on this bond shall be applied first
to interest accrued to such payment date and then to principal.
If not sooner paid, the final installment shall be due and pay-
able 40 years from the date hereof. Such installments shall be
payable in lawful money of the United States of America by check
or draft mailed to the registered owner at its address as it
appears on the registration books kept for that purpose at the
office of the Town Clerk who has been appointed Registrar,
except that the final installment shall be payable upon pre-
sentation and surrender hereof at the office of the Registrar.
This bond has been authorized by a resolution duly adopted
by the Council of the Town on 1994 (the
"Bond Resolution") and is issued pursuant to the Constitution
and statutes of the Commonwealth of Virginia, including the
Public Finance Act of 1991, to provide funds, together .with
other available funds, to finance improvements to the Town's
water system (the "System"). Reference is hereby made to the
Bond Resolution and any amendments thereto for the provisions,
among others, describing the pledge and covenants securing this
bond, the nature and extent of the security, the terms and
conditions upon which this bond is issued, the rights and
obligations of the Town and the rights of the bondholder.
Both principal of and interest on this bond are payable
from ad valorem taxes to be levied without limitation as to rate
or amount on all property in the Town subject to taxation to pay
the installments of principal and interest on this bond to the
extent other funds of the Town are not lawfully available and
1Alternative language to be used if the Government requests
provision for principal advances.
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appropriated for such purpose, and
the Town are pledged therefor. Ii
and interest on this bond are payaY
be charged users of the System, whi
to be maintained at a level that wi:
to pay all costs of operation of the
of principal and interest hereon,
principal of and interest on this B
the Net Revenues of the System
Resolution.
the full faith and credit of
~ addition, the principal of
le from the rates or fees to
:h rates or fees are required
.1 produce sufficient revenue
System and the installments
is the same become due. The
end is secured by a pledge of
as provided in the Bond
Additional bonds secured equally and ratably with this bond
may be issued from time to time under the conditions,
limitations and restrictions set forth in the Bond Resolution.
This bond is fully registered as to both principal and
interest in the name of United States of America, Farmers Home
Administration. Transfer of this bond may be registered upon
the registration books of the Registrar. Prior to due
presentment for registration of transfer the Registrar shall
treat the registered owner as the person exclusively entitled to
payment of principal and interest and the exercise of all other
rights and powers of the owner.
Installments of principal due on this bond may be prepaid
at the option of the Town at any time as a whole or in part from
time to, time (but if in part, in inverse order of their
maturities), without premium. Prepayments of installments of
principal shall not affect the obligation of the Town to pay the
remaining installments payable as provided above.
All acts, conditions and things required by the
Constitution and statutes of the Commonwealth of Virginia to
happen, exist or be performed precedent to and in the issuance
of this bond have happened, exist and have been performed, and
this bond, together with all other indebtedness of the Town, is
within every debt and other limit prescribed by the Constitution
and statutes of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the Town has caused thi
signed by its Mayor, its seal to be affixed hereto
by the Town Clerk, and this bond to be dated
19
ATTEST:
[SPECIMEN]
[DO NOT SIGN]
[SPECIMEN]
[DO NOT SIGN]
(Seal)
Town Clerk, Town of Mayor, Town of Pulaski, :_,
Pulaski, Virginia Virginia
s bond to be
and attested
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• TRANSFER OF BOND
The transfer of this bond may be registered by the
registered owner or its duly authorized attotney upon
presentation hereof to the Registrar who shall make note of such
transfer in books kept by the Registrar for that purpose and in
the registration blank below.
Date of Name of Registered Signature of
Registration Owner Registrar
CERTIFICATE OF PRINCIPAL ADVANCES2
The amount and date of principal advances not to exceed the
face amount hereof shall be entered hereon by an authorized
officer of the United States of America, Farmers Home
Administration, when the proceeds of each such principal advance
are delivered to the Town.
Amount Date Authorized Signature
8. The Bond shall be fully registered as to both principal
and interest. Transfer of the Bond may be registered upon books
maintained for that purpose at the office of the Registrar.
Prior to due presentment for registration of transfer the
Registrar shall treat the registered owner as the person
exclusively entitled to payment of principal and interest and
the exercise of all other rights and powers of the owner.
9. It is hereby covenanted and agreed with the holder of
the Bond that so long as any of the installments of principal or
interest on the Bond are outstanding and unpaid the Town will:
2Certificate of Principal Advances to be used if the
Government requests provision for principal advances.
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(a) levy and collect annually an ad valorem tax on
all the taxable property in the Town, without limitation as to
rate or amount, sufficient to pay when due the principal of and
interest on the Bond to the extent other funds of the Town are
not lawfully available and appropriated for such purpose;
(b) Charge rates or fees to users of the System and
fix and maintain such rates or fees at such level as will
produce sufficient revenue to pay (i) the cost of operation and
administration and the cost of insurance against loss by injury
by persons or property with respect to the System (the
"Operating Expenses") and (ii} the installments of principal and
interest on the Bond authorized hereby and all other bonds
heretofore issued on account of the System, as the same
respectively become due;
(c) Apply the revenue derived from the operation of
the System (the "Gross Revenues") in each fiscal year first to
the payment of the Operating Expenses during such year, then to
the payment of the installments of principal and interest on the
Bond and all other bonds heretofore or hereafter issued on
account of the System becoming due in such year and then to any
other lawful purpose of the Town;
(d) segregate and keep segregated from all other Town
funds all revenue derived from the operation of the System and
keep proper records and accounts therefor, separate and apart
from all other municipal records and accounts;
(e) acquire and maintain such insurance coverage as
may be required by the Government, including without limitation:
(i) public liability insurance with a limit
satisfactory to the Government for one or more persons involved
in an accident to protect the Town from claims for bodily injury
and for death and a limit satisfactory to the Government to
protect the Town from claims for damage to property of others;
{ii) workers' compensation insurance on all
employees of the Town in accordance with the laws of the
Commonwealth of Virginia;
(iii) fidelity bonds on all officers and
employees of the Town entrusted with the receipt or disbursement
of funds of the System in an amount not less than the maximum
amount of annual debt service on any obligations of the Town
held by the Government, with the Town naming the Government as
a co-obligee;
(iv) flood insurance covering all structu~~s
forming a part of the System located in any designated special
flood or mudslide-prone areas; and
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(v) real property insurance (including fire and
extended coverage) to the extent of their insurable value, on
all above-ground structures, including machinery and equipment
housed therein, but not including water or sewer reservoirs,
standpipes, elevated tanks or noncombustible materials used in
treatment plants, clearwells, filters and the like;
(f) prevent the Bond from being "federally
guaranteed" within the meaning of Section 149(b) of the Internal
Revenue Code of 1986, as amended (the Code), and all regulations
thereunder; and
(g) take all steps necessary to prevent the Bond from
being or becoming an "arbitrage bond" within the meaning of
Section 148 of the Code. _
10. The Town hereby pledges the Gross Revenues less the
Operating Expenses (the "Net Revenues") in each fiscal. year to
the payment of the installments, becoming due in each year, of
principal of and interest on the Bond and all Additional Bonds,
as defined in Section 11 of this resolution.
11. The Town may issue additional bonds secured on a
parity with the Bond by a pledge of the Net Revenues (the
"Additional Bonds") to finance the cost of completing the
• Project or the acquisition or construction of improvements,
extensions, additions and replacements to the System or to
refund the Bond or any Additional Bonds (collectively,
"Outstanding Bonds"). Additional Bonds shall be in such form,
shall be dated such date, shall mature in such installments of
principal and interest, shall bear interest at such rate or
rates, shall be in such denomination or denominations and may
contain such provisions for prepayment prior to their respective
maturities, all as provided by the Council by resolution adopted
prior to their issuance. Additional Bonds shall contain an
appropriate series designation.
12. The Town shall not issue any Additional Bonds unless
there shall have been filed with the Town and, if the Government
is the owner of either the Bond or any Additional Bonds, with
the Government, the following:
(a) a certified copy of a resolution of the Council
in form complying with the foregoing provisions specifying all
the terms of the Additional Bonds and stating the cost of the
acquisition or construction of any improvements, extensions,
additions and replacements to the System to be acquired or
constructed and finding and ordering that such improvements,
extensions, additions and replacements shall be a part of the
System;
•
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• (b) a certified copy of a resolution of the Council
awarding the Additional Bonds, specifying or providing for the
interest rate or rates and directing the delivery of such
Additional Bonds to the purchaser named therein upon payment of
the purchase price set forth therein;
(c) if the Additional Bonds are to be issued to
complete the Project, a certificate of the consulting engineer
to that effect;
(d) if the Additional Bonds are to be issued for any
purpose other than the refunding of Outstanding Bonds or the
completion of the Project, either (i} a certificate of an
independent certified public accountant stating that for the
fiscal year preceding the year in which the Additional Bonds are
to be issued, the net income derived from the ownership or
operation of the System was not less than one hundred twenty
percent (120$} of the average of the annual principal and
interest requirements for the Outstanding Bonds then outstanding
and the Additional Bonds to be issued, or (ii) the written
consent of the holders of three-fourths in aggregate principal
amount of the Outstanding Bonds outstanding;
(e} a certificate of the Town, signed by its Mayor or
Vice-Mayor, that the Town is in compliance with all covenants
and undertakings in connection with this resolution and any
• supplemental resolution authorizing Additional Bonds which
remain outstanding;
(f) if the Bond or any Additional Bonds are held by
the Government, the written consent of the Government to the
issuance of the Additional Bonds; and
(g) the written opinion or opinions of counsel for
the Town stating that the Town is in good standing, that the
issuance of the Additional Bonds has been duly authorized and
that all conditions precedent to their delivery have been
fulfilled.
13. (a) 50 long as the Bond is outstanding, the Town
shall not permit connections to or use of the System or provide
any services of the System without making a charge therefor.
(b) If any rates, fees or charges for the use of and
for the services furnished by the System shall not be paid
within 60 days after the same shall become due and payable, or
within such shorter time as may be determined by the Town, the
Town shall at the expiration of such period disconnect the
premises from the System or otherwise suspend service to such
premises until such delinquent rates, fees or charges and any
interest, penalties or charges for reconnection shall have been
• paid in full; provided, however, that such services shall not be
9
• suspended if the State Health Commissioner shall have found and
shall certify to the Town that suspending such services will
endanger the health of the persons occupying such premises or
the health of others.
(c) The Town shall take all such action as may be
necessary to perfect liens upon real estate for the amount of
any unpaid rates, fees, or charges described in paragraph (b)
above or any unpaid connection charges or other charges so that
such liens will be binding upon subsequent bona fide purchasers
for valuable consideration without actual notice thereof.
14. The Mayor and the Town Clerk are hereby authorized and
directed to take all proper steps to have the Bond prepared and
executed in accordance with its terms and to deliver the Bond to
the Government upon payment of the purchase price therefor. In
the event the Bond is not issued and delivered during the
calendar year 1994, the Mayor and the Town Clerk are hereby
authorized and directed to change the series designation to such
other designation as may be appropriate at the time of its
issuance.
15. The Town shall refinance the unpaid principal balance
of the Bond upon the request of the Government if at any time it
shall appear to the Government that the Town is able to do so
• with funds obtained from responsible private sources at
reasonable rates and terms for loans for similar purposes and
periods of time.
16. The Mayor and the Town Clerk and such other officers
of the Town as may be requested are hereby authorized and
directed to execute (a) an appropriate certificate setting
forth the expected use and investment, if any, of the proceeds
of the Bond issued pursuant hereto in order to show that such
expected use and investment will not violate the provisions of
Section 148 of the Internal Revenue Code of 1986, as amended,
(the Code), and regulations issued pursuant thereto, applicable
to "arbitrage bonds," (b) an information return to be filed
with the Internal Revenue Service pursuant to Section 149(e) of
the Code, and (c) such other certificates as may be required by
bond counsel for the Town. Such papers shall be in such form as
may be required by bond counsel for the Town, and the Town shall
comply with the covenants and representations of the Town
contained in such papers.
17. The Town Clerk is hereby authorized and directed to
see to the immediate filing of a certified copy of this
resolution with the Circuit Court of Pulaski County, Virginia.
18. All resolutions, or parts thereof, in confli,~t
herewith are hereby repealed except such resolutions as may have
10
been adopted by the Town at the specific request of the
Government as a condition to its purchase of the Bond.
19. This resolution shall take effect immediately.
r~
LJ
012004-1.312\d.enc
11
• The undersigned Clerk of the Town of Pulaski, Virginia,
hereby certifies that the foregoing constitutes a true and
correct extract from the minutes of a regular meeting of the
Council held on November 1, 1994, and of the whole meeting so
far as applicable to the matters referred to in the extract.
WITNESS my hand and the seal of the Town of Pulaski,
Virginia, this ~sr day of /1 : /~,w. ~ ` , 1994.
~,~.a G
Clerk, Town of Pulaski, Virginia
(SEAL)
• 012D04-1.412\4.enc
CERTIFICATE OF THE CLERK OF THE CIRCUIT COURT
OF THE COUNTY OF PULASKI, VIRGINIA
The undersigned, the duly elected Clerk of the Circuit
Court of the County of Pulaski, Virginia, certifies that on this
day a certified copy of a resolution entitled:
A RESOLUTION AUTHORIZING THE ISSUANCE, SALE, DETAIL
AND PAYMENT OF A X572,800 GENERAL OBLIGATION WATER BOND,
SERIES OF 1994
' OF THE TOWN OF PULASKI, VIRGINIA _
and adopted_by the Council of the Town of Pulaski, Virginia on
November 1, 1994, was duly filed with the Circuit Court of the
County of Pulaski pursuant to Section 15.1-227.9 of the Code of
Virginia of 1950, as amended.
This certificate is signed and sealed this ~ day of
• November, 1994.
Clerk, Circuit Court
of the County of Pula i ~ ~/+
/~ ~t~
(SEAL)
012004-1.411\4.anc