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HomeMy WebLinkAbout2014-15RESOLUTION 2014-15 AUTHORIZING THE ISSUANCE, AND PROVIDING FOR THE SALE AND AWARD, OF A GENERAL OBLIGATION REFUNDING BOND OF THE TOWN OF PULASKI IN A PRINCIPAL AMOUNT NOT TO EXCEED $2,750,000, PROVIDING FOR THE FORM, DETAILS AND PAYMENT OF THE BOND, THE REFUNDING OF A CERTAIN PRIOR BOND, AND AUTHORIZING CERTAIN RELATED ACTIONS The Council of the Town of Pulaski, Virginia (the "Council") has determined that it is in the best interest of the Town of Pulaski (the "Town") to borrow money in order to refinance existing indebtedness of the Town. The refunding indebtedness will be evidenced by a general obligation bond of the Town, as authorized by this resolution. THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF PULASKI, VIRGINIA, THAT: Section 1. Incorporation of Recitals. The Council finds and determines that the foregoing recitals are true and correct and are hereby incorporated into this resolution. Section 2. Authorization of Refunding Bond. The Council finds that is advisable, necessary and expedient for the Town to borrow an amount not to exceed $2,750,000 to provide funds, together with other funds that may be available, to refund the Town's $5,000,000 General Obligation Public Improvement Bond, Series 2005, dated April 29, 2005 (the "Prior Bond") and to pay the costs of issuing the refunding bond. There is authorized to be issued a general obligation bond of the Town for such purpose (the "Refunding Bond"). Section 3. Details of the Refunding Bond. (a) The Refunding Bond shall be designated "General Obligation Refunding Bond," with an appropriate series designation. The Refunding Bond shall be issued as a fully registered bond without coupons and shall be in a principal amount not to exceed $2,750,000. (b) The Refunding Bond shall bear interest from its dated date at the per annum rate or rates determined in accordance with the provisions of (c) below. The principal of the Refunding Bond shall be payable on the dates and in the principal amounts, and the interest on the Refunding Bond shall be payable on the dates, all as determined in accordance with the provisions of (c) below. (c) Any of the Mayor or Vice Mayor of the Town is authorized to determine and approve all of the other final details of the Refunding Bond, including, but not limited to, its dated date and original principal amount, interest rate (including provisions for determining such rate be reference to indexes or formulas and for resetting the interest rate) and payment dates of interest, the payment dates of principal, the amount of each principal payment, and the provisions for prepayment or redemption, provided that (a) the original principal amount of the Refunding Bond does not exceed $2,750,000, (b) the initial interest rate on the Refunding Bond, as determinable as of the Refunding Bond's dated date, does not exceed 2.0%, and (c) the due date of the last installment of principal of the Refunding Bond is not later than 10 years after the date of the Refunding Bond. Such officer's determination and approval of the final details of the Refunding Bond shall be evidenced conclusively by such officer's execution and delivery of the Refunding Bond in accordance with Sections 4 and 8 hereof. Section 4. Execution of Refunding Bond. The Refunding Bond shall bear the manual signature of the Mayor or Vice Mayor of the Town and shall bear a manually impressed or imprinted facsimile of the seal of the Town, attested by the manual signature of the Clerk of the Town. In case any officer whose signature shall appear on the Refunding Bond shall cease to be such officer before the delivery of the Refunding Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. The Refunding Bond may be signed by such persons as at the actual time of the execution thereof shall be the proper officers to sign the Refunding Bond although at the date of the Refunding Bond such persons may not have been such officers. Section 5. Form of Refunding Bond. The Refunding Bond shall be in substantially the form attached hereto as Exhibit A, with such variations, insertions and omissions as shall be consistent herewith, the execution and delivery of the Refunding Bond constituting conclusive evidence that any variations, insertions and omissions are consistent with this resolution. Section 6. Bond Registrar. The Clerk of the Town is appointed Bond Registrar for the Refunding Bond. Section 7. Registration, Transfer and Exchange. The Town shall cause books for the registration and transfer of the Refunding Bond to be kept at the office of the Bond Registrar, and the Town instructs the Bond Registrar to keep such books and to make such registrations and transfers under such reasonable regulations as the Town or the Bond Registrar may prescribe. Transfer of the Refunding Bond may be registered upon books maintained for that purpose at the office of the Bond Registrar. Prior to due presentment for registration of transfer the Bond 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. Section 8. Preparation and Award of Refunding Bond; Application of Proceeds. (a) The proposal of Branch Banking & Trust Company to purchase the Refunding Bond has been presented to Council at this meeting and is determined, after mature consideration of the methods of sale of the Refunding Bond and current conditions of the municipal bond market, to be in the best interest of the Town, and the Mayor or Vice Mayor of the Town is authorized to award the Refunding Bond to such purchaser on such terms and conditions as such officer may determine, to be in the Town's best interest. Such officer's determination of the terms and conditions of the award of the Refunding Bond shall be evidenced conclusively by such officer's execution and delivery of the Refunding Bond in accordance with Section 4 and Section 8 (b) hereof. 2 (b) The Mayor and Vice Mayor and the Clerk of the Town are authorized and directed to take all proper steps to have the Refunding Bond prepared, executed and delivered in accordance with the terms of this resolution. (c) The proceeds derived from the sale of the Refunding Bond shall be paid as follows: (i) a portion of such proceeds, to the holder of the Prior Bond to refund the Prior Bond in full; and (ii) the balance, if any, of such proceeds, to the payment of the expenses reasonably incurred in issuing the Refunding Bond. The proceeds may be paid initially to the Town for deposit in the Town's general fund and then applied as described above, or applied as described above directly by the purchaser of the Refunding Bond, or a combination of the foregoing. Each of the Treasurer and the Mayor of the Town is authorized and directed to receipt for such proceeds and to provide that the proceeds described in subclauses (i) and (ii) above are applied as required by this resolution. Section 9. Designation as Qualified Tax -Exempt Obligation. The Refunding Bond is not a private activity bond and is hereby designated by the Council as a Qualified Tax -Exempt Obligation, as defined in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Council represents and covenants as follows: (i) The Council will in no event designate more than $10,000,000 of obligations as qualified tax-exempt obligations in the calendar year in which the Refunding Bond is issued, for the purpose of Section 265(b)(3) of the Code; (ii) The Town, all its "subordinate entities," within the meaning of Section 265(b)(3) of the Code, and all entities which issue tax-exempt bonds on behalf of the Town and such subordinate entities have together not authorized to be issued more than $10,000,000 of tax-exempt obligations in the current calendar year (not including "private activity bonds," as defined in Section 141 of the Code, other than "qualified 501(c)(3) bonds," as defined in Section 145 of the Code), including the Refunding Bond; (iii) Barring circumstances unforeseen as of the date of delivery of the Refunding Bond, the Town will not issue tax-exempt obligations itself or approve the issuance of tax-exempt obligations of any of such other entities if the issuance of such tax-exempt obligations would, when aggregated with all other tax-exempt obligations theretofore issued by the Town and such other entities in the calendar year in which the Refunding Bond is issued, result in the Town and such other entities having issued a total of more than $10,000,000 of tax-exempt obligations in such year (not including private activity bonds, other than qualified 501(c)(3) bonds), including the Refunding Bond; and 3 (iv) The Council has no reason to believe that the Town and such other entities will issue in the calendar year in which the Refunding Bond is issued tax-exempt obligations in an aggregate amount that will exceed such $10,000,000 limit; provided however, that if the Town receives an opinion of nationally recognized bond counsel that compliance with any covenant set forth in (i) or (iii) above is not required for the Refunding Bond to be a qualified tax-exempt obligation, the Town need not comply with such restriction. Section 10. Authorization of Tax Documents and Other Matters. (a) The Mayor and Vice Mayor are each authorized to execute a Nonarbitrage Certificate and Tax Compliance Agreement or any related document (the "Tax Documents") setting forth the expected use and investment of the proceeds of the Refunding Bond and containing such covenants as may be necessary in order to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including the provisions of Section 148 of the Code and applicable regulations related to "arbitrage bonds." The Town covenants that the proceeds from the issuance and sale of the Refunding Bond will be invested and expended as set forth in the Tax Documents, to be delivered simultaneously with the issuance and delivery of the Refunding Bond and that the Town shall comply with the other covenants and representations contained therein. Either of the Mayor and Vice Mayor of the Town is authorized to execute and deliver on behalf of the Town such other instruments, documents or certificates, and to do and perform such things and acts, as they shall deem necessary or appropriate to carry out the transactions authorized by this resolution or contemplated by the Refunding Bond, and all of the foregoing, previously done or performed by such officers of the Town, are in all respects approved, ratified and confirmed. (b) The Mayor or Vice Mayor of the Town is hereby authorized to designate, after consultation with the Town's financial advisor, whether all or a part of the Prior Bond will be refunded with the proceeds of the Refunding Bond and, if less than all, which Prior Bond will be refunded. The Mayor and Vice Mayor are hereby authorized and directed to take all proper steps to have the Prior Bond.so designated refunded. Section 11. Election of Applicable Law. To the extent permitted by Section 15.2-2601 of the Public Finance Act of 1991, as amended (the "Act"), the Council elects that the Refunding Bond will be issued under the provisions of the Act without regard to the requirements, restrictions or provisions contained in any charter or local or special act applicable to the Town. Section 12. Payment of the Refunding Bond and Other Amounts. The Town shall pay promptly, as provided herein, the principal of, premium, if any, and interest on the Refunding Bond, except to the extent such payment is made from the proceeds of the Refunding Bond. Nothing in the Refunding Bond or in this resolution shall be deemed to create or constitute an indebtedness of the Commonwealth of Virginia or any political subdivision thereof other than the Town, or a pledge of the full faith and credit of the Commonwealth of Virginia or of any political subdivision thereof other than the Town. C! Section 13. Pledge of Full Faith and Credit. For the prompt payment of the principal of and premium, if any, and the interest on the Refunding Bond as the same shall become due, the full faith and credit of the Town are hereby irrevocably pledged. In each year while the Refunding Bond shall be outstanding there shall be levied and collected in accordance with law an annual ad valorem tax upon all taxable property in the Town subject to local taxation sufficient in amount to provide for the payment of the principal of and premium, if any, and the interest on the Refunding Bond as such principal, premium, if any, and interest shall become due, which tax shall be without limitation as to rate or amount and in addition to all other taxes authorized to be levied in the Town, to the extent other funds of the Town are not lawfully available and appropriated for such purpose. Section 14. Contract with Bondholder. The provisions of this resolution shall constitute a contract between the Town and the bondholder for so long as any principal of, premium, if any, or interest on the Refunding Bond are outstanding. Section 15. Authority of Officers and Agents. The officers and agents of the Town shall do all acts and things required by them of this resolution and the Refunding Bond for the complete and punctual performance of all the terms, covenants and agreements contained therein. The appropriate officers of the Town are further authorized and empowered to take such other action as they may consider necessary or desirable to carry out the intent and purpose of this resolution, and the issuance of the Refunding Bond. Section 16. Limitation of Liability of Officials of Town. No covenant, condition or agreement contained herein shall be deemed to be a covenant, agreement or obligation of an officer, employee or agent of the Town in his or her individual capacity, and no officer of the Town executing the Refunding Bond shall be liable personally on the Refunding Bond or be subject to any personal liability or accountability by reason of the issuance thereof. No officer, employee or agent of the Town shall incur any personal liability with respect to any other action taken by him or her pursuant to this resolution, provided he or she acts in good faith. Section 17. Reporting Requirements. For each year the Refunding Bond is outstanding, the Town will send the holder of such Refunding Bond a copy of its most recent Comprehensive Annual Financial Statement, promptly upon it being available. Section 18. Conditions Precedent. Upon the issuance of the Refunding Bond, all acts, conditions and things required by the Constitution and statutes of the Commonwealth of Virginia or this resolution to have happened, exist and to have been performed precedent to or in the issuance of the Refunding Bond shall have happened, exist and have been performed. Section 19. Headings. Any headings in this resolution are solely for convenience of reference and shall not constitute a part of the resolution nor shall they affect its meaning, construction or effect. Section 20. Severability. If any court of competent jurisdiction shall hold any provision of this resolution to be invalid and unenforceable, such holding shall not invalidate any other provision hereof. 5 1 Section 21. Effective Date. This resolution shall take effect immediately. Section 22. Filing of Resolution. The Clerk is hereby authorized and directed to see to the prompt filing of a certified copy of this resolution with the Circuit Court of Pulaski County, Virginia. EXHIBIT A FORM OF REFUNDING BOND REGISTERED REGISTERED No. R-1 UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA TOWN OF PULASKI GENERAL OBLIGATION REFUNDING BOND, SERIES 2014 DATED DATE: [date] 2014 REGISTERED OWNER: PRINCIPAL AMOUNT: $ [amount] The TOWN OF PULASKI, a political subdivision of the Commonwealth of Virginia (the "Town"), for value received, acknowledges itself indebted and promises to pay to the registered owner of this Bond, or registered assigns or legal representative, the principal sum stated above, together with interest on the unpaid principal at the rate of % per annum, payable as follows: On 15, , and each 15 and 15 thereafter, the amount of accrued but unpaid interest on this Bond shall be due and payable. On 15, , and each 15 thereafter to and including 15, 2020, an installment of principal of this Bond shall be due and payable as follows: [insert payment table with date and installment amount] On , the entire indebtedness evidenced by this Bond, including all outstanding principal and accrued but unpaid interest, shall be due and payable. The Council of the Town has designated this Bond as a "qualified tax-exempt obligation," as defined in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Principal, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. Interest on this Bond accrues from the Dated Date stated above and is computed on the basis of a 360 -day year consisting of twelve 30 -day months. The principal of and interest on this Bond, without the presentation or surrender hereof, are payable by check or draft mailed to the registered owner of this Bond at the address that appears on the 15th day of the month preceding each interest payment date on the registration books kept by the Clerk of the Town, as registrar (the "Registrar"). Upon final payment, this Bond shall be surrendered to the Registrar for cancellation. This Bond has been authorized and issued under the Virginia Public Finance Act of 1991, Chapter 26, Title 15.2, Code of Virginia of 1950, as amended, and a resolution of the Council of the Town adopted on March _, 2014 (the "Bond Resolution"). The Town will use the proceeds of the issuance and sale of this Bond, along with other available Town funds, to refund certain prior indebtedness of the Town and to pay the costs of issuing this Bond. The full faith and credit of the Town are irrevocably pledged for the payment of the principal of and the premium, if any, and interest on this Bond. The resolution adopted by the Council of the Town authorizing the issuance of this Bond provides, and Section 15.2-2624, Code of Virginia 1950, as amended, requires, that there shall be levied and collected an annual tax upon all taxable property in the Town subject to local taxation sufficient to provide for the payment of the principal, premium, if any, and interest on this Bond as the same shall become due which tax shall be without limitation as to rate or amount and shall be in addition to all other taxes authorized to be levied in the Town, to the extent other funds of the Town are not lawfully available and appropriated for such purpose. NOTHING IN THIS BOND OR THE BOND RESOLUTION SHALL BE DEEMED TO CONSTITUTE A PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH OF VIRGINIA OR ANY OF ITS POLITICAL SUBDIVISIONS, OTHER THAN THE TOWN. THE ISSUANCE OF THE BOND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE COMMONWEALTH OF VIRGINIA OR ANY OF ITS POLITICAL SUBDIVISIONS, OTHER THAN THE TOWN, TO PLEDGE ITS FAITH AND CREDIT OR LEVY ANY TAXES FOR THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, AND INTEREST ON THIS BOND OR OTHER COSTS INCIDENT TO IT OR MAKE ANY APPROPRIATION FOR ITS PAYMENT. Reference is made to the Bond Resolution for a description of the provisions, among others, with respect to the nature and extent of the security for the Bond, the Town's rights, duties and obligations, the rights of the registered owner of the Bond and the terms upon which the Bond is issued and secured. This Bond is subject to prepayment, at the option of the Town, in whole [or in part at any time, without penalty or premium] [on a scheduled payment date with a prepayment premium equal to 1.00% of the principal to be repaid.] Upon surrender for transfer or exchange of this Bond at the office of the Registrar, the Town shall execute and deliver in the name of the transferee or transferees a new Bond or Bonds in an aggregate principal amount equal to the Bond surrendered and having principal installments or maturities and bearing interest at rates corresponding to the maturities of and the interest rates on the A-2 installments of principal of this Bond then unpaid, subject in each case to such reasonable regulations as the Council of the Town or the Registrar may prescribe. If presented for transfer or exchange the Bond shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and substance reasonably satisfactory to the Registrar, duly executed by the registered owner or by his or her duly authorized attorney-in-fact or legal representative. No Bond may be registered to bearer. Any such exchange shall be at the Town's expense, except that the Registrar may charge the person requesting such exchange the amount of any tax or other governmental charge required to be paid with respect to it. The Town shall treat the registered owner of this Bond as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner. All acts, conditions and things required to happen, exist or be performed precedent to and in the issuance of this Bond have happened, exist and have been performed. IN WITNESS WHEREOF, the Town of Pulaski, Virginia, has caused this Bond to be signed by the manual signature of its Mayor, its seal to be impressed on it and attested by the manual signature of its Clerk, and this Bond to be dated the date stated above. (SEAL) TOWN OF PULASKI, VIRGINIA By: [FORM OF BOND NOT FOR SIGNATURE] Mayor, Town of Pulaski Virginia ATTEST: [FORM OF BOND NOT FOR SIGNATURE] Clerk, Town of Pulaski, Virginia The undersigned Clerk of the Council of the Town of Pulaski, Virginia (the "Council'), certifies that the foregoing constitutes a true and correct copy of a resolution adopted at a meeting of the Council held on March 25, 2014. I further certify that such meeting was a duly called and held special meeting and that, during the consideration of the foregoing resolution, a quorum was present. I further certify that the minutes of such meeting reflect the attendance of the members and the voting on the foregoing resolution as follows: Members Attendance Vote Heather L. Steele Present Aye Gregory C. East Present Aye David L. Clark Present Aye H. M. Kidd Present Aye Joseph K. Goodman Present Aye James A. Radcliffe Present Aye Jeffrey S. Worrell Present N/A WITNESS MY HAND and the seal of the Council of the Town of Pulaski, Virginia, this day of 3— Z (, , 2014. (SEAL) ti Clerk