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HomeMy WebLinkAbout2002-05Resolution No. 2002-05 ~ RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS OF THE TOWN OF PULASHI, VIRGINIA AND RELATED ACTIONS The Council of the Town of Pulaski, Virginia (the "Council") has determined it necessary and expedient to make improvements (the "Projects") to water, sewer and other public facilities of the Town of Pulaski, Virginia (the "Town") and to issue general obligation bonds of the Town in an amount not to exceed $3,000,000 to provide funds, together with other available funds, to finance or refinance the costs of the Projects. Pursuant to the Public Finance Act of 1991, the Town is authorized to issue its bonds to pay for the Projects and the cost of issuing the bonds. The Council has held a public hearing on the proposed bond issue in accordance with Section 15.2-2606 of the Public Finance Act of 1991. ~ BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF PULASKI, VIRGINIA: Section 1. Authorization of Bonds. Pursuant to the Constitution of Virginia and the Public Finance Act of 1991, there are hereby authorized to be issued general obligation bonds of the Town of Pulaski (the "Town") in an aggregate principal amount not to exceed $3,000,000 (the "Bonds"), to provide funds to finance and refinance the cost of improvements (the "Projects") to water, sewer and other public facilities of the Town and the cost of issuing the Bonds. To the extent allowed under Section 15.2-2601 of the Public Finance Act of 1991 (Chapter 26, Title 15.2, Code of Virginia of 1950, as amended) (the "Act"), the Council of the Town (the "Council") hereby elects to have the Bands issued under the provisions of the Act without regard to the requirements, restrictions or other provisions contained in any charter or local or special act applicable to the Town. The Bonds shall be in such form, shall have such details and shall be payable as shall be determined or provided for by resolution of the Council before the issuance of the Bonds. Section 2. Sale of Bonds. The Council hereby determines that at the present time it will be in the best interests of the Town to sell the Bonds to finance the Projects by public sale through competitive bidding. Section 3. Notice of Sale. The Town Manager is hereby authorized to advertise all or a portion of the Bonds for public sale, as he deems in the best interests of the Town. The Town Manager is further authorized to determine the appropriate series designations and fix the amounts, dates, maturity schedules, redemption provisions and other terms of the Bonds, prepare an appropriate Notice of Sale and Official Bid form, determine the terms upon which bids must be made, including the amount of any deposit required in order to bid or required to be made by the successful bidder, and take all other necessary action for advertising the Bonds for public sale, but the terms of the Bond shall be subject to the final approval and ratification of the Council by resolution adopted at a subsequent meeting at the time the Bonds are awarded. The Notice of Sale shall be substantially in accordance with the form presented to this meeting, which is hereby approved, provided that the Town Manager may make such changes in the Notice of Sale not inconsistent with the provisions of this Resolution as he may consider to be in the best interest of the Town. The distribution of the Notice of Sale shall constitute conclusive evidence of the approval of the Town Manager of any such changes. Section 4. Official Statement. The draft Official Statement describing the Bonds, in the form presented to this meeting, is hereby approved as the form of the official statement by which the Bonds will be offered for sale, with such completions, omissions, insertions and changes not inconsistent with this resolution as the Town Manager, in collaboration with the Town's financial advisor, may consider appropriate. Section 5. Official Statement Deemed Final. The Council hereby authorizes the Town Manager, on behalf of the Town, to deem the Official Statement final as of its date, ._ within the meaning of Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission (the "SEC"), except for the omission in the Official Statement of certain pricing and other information permitted to be omitted pursuant to the Rule. After the Bonds have been awarded, the Town Manager shall, by an addendum to addenda thereto, make such completions, omissions, insertions and changes in the Official Statement as are necessary or desirable to complete it as a "final official statement" of the Town with respect to the Bonds, as that term is defined in the Rule. Any such addendum shall, on and after the date thereof, be fiiliy incorporated into and made a part of the Official Statement by reference. The Town Manager is authorized, on behalf of the Town, to deem the Official Statement as supplemented by any such addendum to be final as of its date. Section 6. Rating. The Town Manager is further authorized to take such actions as shall be necessary or appropriate to obtain a rating or ratings for the Bonds from either or both of Standard & Poor's Corporation and Moody's Investors Service, Inc. Section 7. Continuing Disclosure. Tn order to assist the purchaser of the Bonds in complying with SEC Rule 15c2-12(b)(5), the Town will agree, by means of a continuing disclosure undertaking to be delivered at the closing, for the benefit of owners of the Bonds, to provide certain annual financial information relating to the Town and to provide notices -• of occurrence of certain enumerated events, if material. fi Section 8. General Obligations. The Bonds shall be general obligations of the Town, for the payment of the principal of and interest on which the Town's full faith and credit shall be irrevocably pledged. Section 9. Tax Matters. (a) Designation as Qualified Tax-Exempt Obli ag_tion: The Bonds shall not be "private activity" bonds and are hereby designated by the Council as "qualified tax- exempt obligations," as defined in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Council hereby 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 current calendar yeaz, including the Bonds, 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 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 Bonds; - (iii) Barring circumstances unforeseen as of the date of delivery of the Bonds, 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 current calendar year, 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 Bonds; and (iv) The Council has no reason to believe that the Town and such other entities will issue in the current calendar year tax-exempt obligations in an aggregate amount that will exceed such $10,000,0001imit; 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 Bonds to be qualified tax-exempt obligations, the Town need not comply with such restriction. (b) Small Issuer Exception from Rebate Requirement: The Council hereby represents and covenants as follows: (i) The Town, all its "subordinate entities," within the meaning of Section 148(f)(4}(iii) of the Code, and all entities which issue tax- exempt obligations on behalf of the Town and such subordinate entities have together not issued in the current calendar year more than $5,000,000 of tax- exempt obligations (not including private activity bonds), including the Bonds; (ii) Barring circumstances unforeseen as of the date of delivery of the Bonds, 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 current calendar year, result in the Town and such other entities having issued a total of more than $5,000,000 of tax-exempt obligations in such year (not including private activity bonds), including the Bonds; (iii) The Council has no reason to believe that the Town and such other entities will issue tax-exempt obligations in the current calendar year in an aggregate amount that will exceed such $5,000,000 limit; and (iv) At least 95% of the proceeds of the Bonds shall be used for "local government activities" of the Town within the meaning of Section - 148(f)(4)(i) of the Code; provided, however, that (A) each of the $5,000,000 amounts in the preceding provisions shall be increased by the lesser of $5,000,000 or so much of the tax-exempt obligations as are attributable to financing the construction of public school facilities, and (B) if the Town receives an opinion of nationally recognized bond counsel that compliance with any covenant set forth in (ii) or (iv) above will not prevent the Town from having to rebate to the United States any part of the earnings derived from the investment of the gross proceeds of the Bonds, the Town need not comply with such restriction. Section 10. Filing. The Town Clerk is hereby authorized and directed to see to the immediate filing of a certified copy of this resolution with the Clerk of the Circuit Court of Pulaski County, pursuant to Section 15.2-2607 of the Act. Section 11. Effective Date. This resolution shall take effect immediately upon its adoption and is hereby adopted by duly recorded vote of the Town Council on this, the 5`~ day of February, 2002 as follows: Jeffrey S. Worrell -Aye Bettye H. Steger -Absent Pauline G. Mitchell -Aye James M. Neblett, Jr. -Aye ~ Daniel Talbert, Jr. -Aye Kenneth M. Fleenor -Aye E. G. Black, Jr. -Aye Lane R. Penn -Aye Charles W. Stewart, Jr., Mayor ATTEST: o• ~~ Patricia Cruise, Clerk of Council r The undersigned Clerk of the Council of the Town of Pulaski, Virginia, hereby certifies that the foregoing constitutes a true, complete and correct copy of a resolution adopted by the Council of the Town of Pulaski, at a meeting held on February 5, 2002. I hereby further certify that such meeting was a regular meeting, duly called and held, and that during the consideration of the foregoing resolution, a quorum was present. I hereby further certify that the minutes of such meeting reflect the members of Council as absent or present and how each member of Council voted with respect to the adoption of the foregoing resolution, as follows: Member Charles W. Stewart, Jr., Mayor "' Bettye H. Steger Daniel Talbert, Jr. _r Pauline G. Mitchell James M. Neblett, Jr. Lane R. Penn E. G. Black, Jr. Kenneth M. Fleenor Jeffrey S. Worrell Absent or Present Vote Present N/A Absent Absent Aye Aye Aye Aye Aye Aye Aye Aye Aye Aye Aye Aye Aye Aye WITNESS my hand and the seal of the Town of Pulaski, Virginia, this (o ~ day of February, 2002. U Clerk, Town of Pulaski, Virginia (SEAL) G:\WP\DAY\012010 Initial Resolution.doc •' ~. Notary Page The State of Virginia County of Pulaski The foregoing was acknowledged before me this ~D day of j~ , 2002, by `t" ~~ C ~ ~ ! $e amie Rowlett, Notary ,~~ My Commission expires February 28, 2003 i!•1GT~;Lih'E~dT #4~2~3G~i~~_~Gc~ REG+3RDED I "; THE t LE~t~.' E, GFF I C:E GF FEF~P~JAf 5r 1 ~Ei~i? HT G2: i_aGn ~. ~~LECIt'1tdG~~D fLG~G.k,H1:~ILLa G'LE~::. P''~' ~ ` ~- - - r D~_ ~