HomeMy WebLinkAbout2002-10
RESOLUTION PROVIDING FOR THE FORM, DETAILS AND PAYMENT OF
• $3,000,000 GENERAL OBLIGATION PUBLIC IMPROVEMENT BONDS,
SERIES OF 2002, OF THE TOWN OF PULASKI, VIRGINIA,
PREVIOUSLY AUTHORIZED, AND AUTHORIZING THE AWARD THEREOF,
THE PAYMENT OF A BOND ANTICIPATION NOTE
AND CERTAIN 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 has previously authorized the issuance of general
obligation bonds of the Town in an amount not to exceed $3,000,000 (the "Bonds") to provide funds,
together with other available funds, to finance or refinance the costs of the Projects.
The Council has received bids for the purchase of the bonds and desires to award the bonds
to the successful bidder and to provide for the form, details and payment thereof, as well as authorize
the payment of the Town's note issued in anticipation of the bonds and certain related actions.
BE IT RESOLVED BY THE COUNCII., OF THE TOWN OF PiJLASKI, VIRGINIA:
ARTICLE I
• DETAILS AND FORM OF BONDS
Section 1.1. Authorization Resolution. The Council hereby confirms the resolution adopted
by Council on February 5, 2002, authorizing the issuance of 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.
Section 1.2. Details of Bonds. The Bonds shall be issued as fully registered bonds
without coupons in denominations of $5,000 or any whole multiple thereof, shall be numbered R-1
and up, and shall be designated "General Obligation Public Improvement Bonds, Series of 2002." The
Bonds shall be in the aggregate principal amount of $3,000,000, shall be dated March 1, 2002, and
shall mature on July 1, in the years and amounts as follows:
2003 $150,000 2008 $150,000 2013 $150,000 2018 $150,000
2004 $150,000 2009 $150,000 2014 $150,000 2019 $150,000
2005 $150,000 2010 $150,000 2015 $150,000 2020 $150,000
2006 $150,000 2011 $150,000 2016 $150,000 2021 $150,000
2007 $150,000 2012 $150,000 2017 $150,000 2022 $150,000
•
The Bonds shall bear interest at the rates set forth in the successful bid for the Bonds, which is
• attached hereto as Exhibit A. Interest on the Bonds shall be payable semiannually on January 1 and
July 1, beginning January 1, 2003.
Each Bond shall bear interest from the interest payment date next preceding the date on which
it is authenticated unless any Bond is (a) authenticated before the first interest payment date following
the initial delivery of the Bonds, in which case it shall bear interest from the date of such Bond, or (b)
authenticated upon an interest payment date or after the record date in respect thereof, in which case
it shall bear interest from such interest payment date; provided, however, that if at the time of
authentication of any Bond interest is in default, such Bond shall bear interest from the date to which
interest has been paid.
Interest on the Bonds shall be calculated on the basis of a 360-day year of 12 months of 30
days each.
Section 1.3. Redemption of Bonds.
(a) motional Redemption. The Bonds maturing on or before July 1, 2012, are not
subject to redemption prior to maturity. Bonds maturing on or after July 1, 2013, are subject to
redemption prior to maturity at the option of the Town on or after July 1, 2012, in whole or in part
(in any multiple of $5,000) at any time, upon payment of the principal amount of bonds to be
redeemed plus accrued interest to the redemption date.
• (b) Method of Redemption. If less than all of the Bonds are called for
redemption, the Bonds to be redeemed shall be selected by the Town in such manner as it may
determine to be in the best interest of the Town. If less than all of the Bonds of a particular maturity
are called for redemption, the securities depository for the Bonds or, if there is no such securities
depository, the Town shall select the Bonds to be redeemed within such maturity by lot. In either
case, each portion of the $5,000 principal amount shall be counted as one Bond for such purpose.
(c) Notice of Redemption. The Town shall cause the Registrar to give notice of
any redemption, identifying the Bonds or portions thereof to be redeemed, by facsimile transmission,
registered or certified mail, or overnight express delivery to the registered owner of each Bond to be
redeemed at his address as it appears on the registration books of the Registrar not less than thirty
(30) nor more than sixty (60) days prior to any redemption date, provided that failure to give any
such notice or any defect in the giving thereof shall not affect the validity of the redemption of any
Bonds with respect to any registered owner to whom notice was properly mailed. Any notice of
redemption given by mail in the manner specified above shall be deemed to have been duly given
when given. The Town shall not be responsible for giving notice of redemption to anyone other than
The Depository Trust Company or another qualified securities depository or its nominee unless no
qualified securities depository is the registered owner of the Bonds, in which case notice of
redemption shall be mailed to the registered owners of the Bonds to be redeemed. Provided funds
for their redemption are on deposit at the place of payment on the redemption date, all Bonds or
• 2
REDEMPTION OF THE BONDS, OR (v) ANY CONSENT GIVEN OR OTHER ACTION BY
• DTC AS BONDHOLDER .
So long as Cede & Co. is the sole Bondholder, as nominee of DTC, references in this
resolution to the Bondholders, holders or registered owners of the Bonds shall mean Cede & Co. and
not the beneficial owners of the Bonds. Any notice to or consent requested of Bondholders under
this resolution shall be given to or requested of Cede & Co.
(b) In the event that (a) DTC determines not to continue to act as the securities
depository for the Bonds by giving notice to the Registrar, and the Town discharges its
responsibilities under this resolution or (b) the Town in its sole discretion determines (i) that beneficial
owners ofBonds shall be able to obtain certificated Bonds or (ii) to select a new securities depository,
then its chief financial officer shall, at the direction of the Town, attempt to locate another qualified
securities depository to serve as securities depository and authenticate and deliver certificated Bonds
to the new securities depository or its nominee, or authenticate and deliver certificated Bonds to the
beneficial owners or to DTC's participants on behalf of beneficial owners.
Section 1.5. Execution ofBonds. The Bonds shall bear the manual or facsimile signatures
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 or facsimile signature of the Clerk of the Town. In
case any officer whose signature shall appear on any Bond shall cease to be such officer before the
delivery of the Bond, such signature shall nevertheless be valid and sufficient for all purposes, the
same as if he had remained in office until such delivery. Any Bond may be signed by such persons
as at the actual time of the execution thereof shall be the proper officers to sign such Bond although
at the date of such Bond such persons may not have been such officers.
Section 1.6. Authenticati;;r.. o_f° ands. The Bonds shall bear a certificate of authentication,
substantially as set forth in the form of the Bond set forth below, duly executed by the Authentication
Agent. The Authentication Agent shall authenticate each Bond with the signature of the
Authentication Agent or of an authorized signatory of the Authentication Agent, but it shall not be
necessary for the same signatory to authenticate all of the Bonds. Only such authenticated Bonds
shall be entitled to any right or benefit under this resolution, and such certificate on any Bond issued
under this resolution shall be conclusive evidence that the Bond has been duly issued and is secured
by the provisions of this resolution.
Section 1.7. Form ofBonds. The Bonds shall be in substantially the following form
with such appropriate variations, insertions and omissions as shall be consistent herewith:
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer,
exchange, or payment, and any certificate is registered in the name of Cede & Co., or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of DTC), ANY
• 4
. portions of Bonds so called for redemption shall cease to bear interest on such date and shall no
longer be secured by this Resolution and shall not be deemed to be outstanding under the provisions
of this Resolution. If a portion of a Bond is called for redemption, a new Bond m prmcipal amount
equal to the unredeemed portion shall be issued to the registered owner thereof upon surrender
thereof.
Section 1.4. Book Entry Provisions.
(a) The Bonds initially will be registered in the name of Cede & Co., a nominee
of The Depository Trust Company, New York, New York ("DTC"), and immobilized in DTC's
custody. One Bond for the original principal amount of each maturity will be registered to Cede &
Co. Beneficial owners of the Bonds will not receive physical delivery of the Bonds. Individual
purchases of the Bonds may be made in book-entry form only, in original principal amounts of $5,000
and integral multiples of $5,000. Payments of principal of and premium, if any, and interest on the
Bonds will be made to DTC or its nominee as the sole Bondholder on the applicable payment date.
The Town Manager is hereby authorized and directed to execute and deliver to DTC a Letter
of Representations relating to the book-entry system to be maintained by DTC with respect to the
Bonds. So long as Cede & Co. is the sole Bondholder, as nominee of DTC, in the event of any
inconsistency between the provisions of this resolution and the provisions of the Letter of
Representations, such provisions of the Letter of Representations shall control.
• DTC is responsible for the transfer of the payments of the principal of and premium, if any,
and interest on the Bonds to its participants, which include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations (the "Participants"). Transfer of the
p~:yrncnts of the principal of and premium, if any, and interest on the Bonds to beneficial owners of
the Bonds is the responsibility of the Participants and other nominees of such beneficial owners.
Transfer of the beneficial ownership interests in the Bonds shall be made by DTC and its
Participants, acting as nominees of the beneficial owners of the Bonds, in accordance with rules
specified by DTC and its Participants. The Town makes no assurances that DTC, its Participants
or other nominees of the beneficial owners of the Bonds will act in accordance with such rules or on
a timely basis.
THE TOWN DISCLAIMS ANY RESPONSIBILITY OR OBLIGATION TO THE
PARTICIl'ANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (i) THE ACCURACY
OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICII'ANT, (ii) THE PAYMENT
BY DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER
IN RESPECT TO THE PRINCIl'AL OF AND PREMIUM, IF ANY, AND INTEREST ON THE
BONDS, (iii) THE DELIVERY BY DTC OR ANY PARTICIIANT OF ANY NOTICE TO ANY
BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF
THIS RESOLUTION TO BE GIVEN TO BONDHOLDERS, (iv) THE SELECTION OF THE
BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL
• 3
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
• ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
No. R-
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
TOWN OF PULASKI
General Obligation Public Improvement Bond
Series of 2002
Dated Date Rate Maturity Date CUSIP
March 1, 2002 % July 1,
Registered Owner: Cede & Co.
Principal Amount: DOLLARS
The Town of Pulaski, Virginia (the "Town"), for value received, hereby acknowledges itself
indebted and promises to pay to the registered owner named above or registered assigns, on the
maturity date shown above, the principal sum shown above and to pay to the registered owner hereof,
determined as of the fifteenth day of the calendar month next preceding the interest payment date,
interest hereon until payment in full at the rate per annum shown above, payable on January 1, 2003,
and semiannually thereafter on each July 1 and January 1. Principal, premium, if any, and interest
r~„~17 ~...a ,. ~~!1~11P Af! ~n,:T(j.~ m!'+--. ns! 'f t~n TTri+ni~ fi}.~}r.n ~,~ A (.!~ i!`, ~ n C7 nt-P t t T1o
.. z^ _ ..,:,,_~ ~., t~ re~.,L r~,d o,vner, de_ermi.._„d
as of the fifteenth day of the calendar month next preceding such payment date, at its address as it
appears on the registration books kept for that purpose at the corporate trust office of SunTrust
Bank, Richmond, Virginia, who has been appointed Registrar, Paying Agent and Authentication
Agent. Principal, and premium, if any, shall be payable upon presentation and surrender of this bond
to the Registrar. In case the date of maturity of the principal of this bond or the date fixed for the
redemption of this bond shall be a date on which banking institutions are authorized or obligated by
law to close at the place where the principal corporate trust office of the Registrar is located, then
payment of principal, premium, if any, and interest need not be made on such date, but maybe made
on the next succeeding date which is not such a date at the place where the principal office of the
Registrar is located, and if made on such next succeeding date no additional interest shall accrue for
the period after such date of maturity or date fixed for redemption.
Despite anything contained herein to the contrary, so long as this bond is registered in the
name of Cede & Co., this bond is subject to abook-entry system maintained by The Depository Trust
•
Company ("DTC"), and the payment of principal and premium, if any, and interest, and the providing
of notices shall be made as described in the Town's Letter of Representations to DTC.
This bond is one of an issue of $3,000,000 bonds (the "Bonds") of like date and tenor, except
as to rate of interest, privilege of redemption, maturity, denomination and number, that have been
authorized by a resolution duly adopted by the Council of the Town on February 5, 2002, and is
issued pursuant to the Constitution and applicable statutes of the Commonwealth of Virginia,
including the Public Finance Act of 1991 (Chapter 26, Title 15.2, Code of Virginia of 1950, as
amended), and a resolution adopted by the Council of the Town on March 5, 2002, to provide funds,
together with other funds that may be available, to finance and refinance the cost of improvements
to water, sewer and other public facilities of the Town, in part by paying a $1,000,000 Bond
Anticipation Note of the Town, and to pay the cost of issuing the Bonds. Copies of the resolutions
are on file at the office of the Town. Reference is hereby made to the resolutions and any
amendments thereto for the provisions, among others, describing the pledge of the full faith and credit
of the Town and covenants securing the Bonds, the nature and extent of the security, the terms and
conditions upon which the Bonds are issued, the rights and obligations of the Town and the rights
of the holders of the Bonds and the provisions for defeasance of such rights.
The Bonds and the premium, if any, and interest thereon 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 the extent other funds of the Town are not available and appropriated for such purpose, and a
pledge of the full faith and credit of the Town. This bond and the premium, if any, and interest
Hereon shall not be deemed to constitute a pledge of the faith and credit of the Commonwealth of
Virginia or any political subdivision thereof, except the Town. Neither the faith and credit nor the
taxing power of the Commonwealth of Virginia or any political subdivision thereof, except the Town,
is pledged to the payment of the principal of, or premium, if any, and interest on, this bond.
The Bonds are issuable as registered Bonds without coupons in denominations of $5,000 or
,~.zy -~~:~~r~~'. ;multiple thereof. Ai ~::; ; rnc:i;al corgi; .~",'. ~±s office of the Registrar, in one manner and
subject to the limitations and conditions and upon payment of charges provided in the Resolution,
Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of
authorized denominations and bearing interest at the same rate.
The Bonds maturing on or before July 1, 2012, are not subject to redemption prior to
maturity. Bonds maturing on or after July 1, 2013, are subject to redemption prior to maturity at the
option of the Town on or after July 1, 2012, in whole or in part (in any multiple of $5,000) at any
time, upon payment of the principal amount of bonds to be redeemed plus accrued interest to the
redemption date.
If less than all of the Bonds are called for redemption, the Bonds to be redeemed shall be
selected by the Town in such manner as it may determine to be in the best interest of the Town. If less
than all of the Bonds of a particular maturity are called for redemption, the securities depository for
the Bonds or, if there is no such securities depository, the Town shall select the Bonds to be
• 6
redeemed within such maturity by lot. In either case, each portion of the $5,000 principal amount
. shall be counted as one Bond for such purpose.
The Town shall cause the Registrar to give notice of any redemption, identifying the Bonds
or portions thereof to be redeemed, by facsimile transmission, registered or certified mail, or
overnight express delivery to the registered owner of each Bond to be redeemed at his address as it
appears on the registration books of the Registrar not less than thirty (30) nor more than sixty (60)
days prior to any redemption date, provided that failure to give any such notice or any defect in the
giving thereof shall not affect the validity of the redemption of any Bonds with respect to any
registered owner to whom notice was properly given. Any notice of redemption given by mail in the
manner specified above shall be deemed to have been duly given when mailed. Provided funds
for their redemption are on deposit at the place of payment on the redemption date, all Bonds or
portions of Bonds so called for redemption shall cease to bear interest on such date and shall no
longer be secured by the Resolution and shall not be deemed to be outstanding under the provisions
of the Resolution.
This bond shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia.
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.
This bond shall not become obligatory for any purpose or be entitled to any security or benefit
under the Resolution or be valid until the Authentication Agent shall have executed the Certificate
of Authentication appearing hereon.
IN WITNESS WHEREOF, the Town has caused this bond to bear the manual or facsimile
signature of the [Vice] Mayor of the Town, its seal to be imprinted or impressed hereon and attested
by the manual or facsimile signature of the Clerk of the Town, and this bond to be dated the dated
date shown above.
SEAL
Attest:
[SPECIMEN - DO NOT SIGN]
Clerk, Town of Pulaski
[SPECIMEN - DO NOT SIGN]
[Vice] Mayor, Town of Pulaski
• 7
AUTHENTICATION DATE:
CERTIFICATE OF AUTHENTICATION
This bond is one of the Bonds described in the within mentioned Resolution.
SunTrust Bank, as Authentication Agent
By:
Authorized Officer
(FORM OF BOND POWER)
FOR VALUE RECEIVED the undersigned sell(s), assign(s) and transfer(s) unto
(Please print or type name and address of Transferee)
(Please insert social security number or other identifying
• number of Transferee)
the within bond and all rights thereunder, and hereby 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 Guaranteed
Notice: Signature(s) must be guaranteed by an
Eligible Guarantor Institution such as a
Commercial Bank, Trust Company, Securities
Broker/Dealer, Credit Union or Savings
Association who is a member of a medallion
program approved by The Securities Transfer
Association, Inc.
• 8
owner as it appears on the front of this bond in
• every particular, without alteration or
enlargement or any change whatsoever.)
(NOTICE: The signature above must
correspond with the name of the registered
Section 1.8. Re isg tray, Pang A~?ent and Authentication Agent. SunTrust Bank,
Richmond, Virginia, is hereby appointed Registrar, Paying Agent and Authentication Agent for the
Bonds.
Section 1.9. Registration, Transfer and Exchange. The Town shall cause books for the
registration and transfer of the Bonds to be kept at the principal office of the Registrar, and the Town
hereby instructs the Registrar to keep such books and to make such registrations and transfers under
such reasonable regulations as the Town or the Registrar may prescribe. Transfer of the Bonds may
be registered upon books maintained for this 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, premium, if any, and interest and the exercise of all other
rights and powers of the owner.
Upon surrender for transfer or exchange of any Bond at such office, the Town shall execute
and the Registrar shall authenticate and deliver in the name of the transferee or transferees a new
Bond or Bonds of any authorized denomination for the aggregate principal amount which the
registered owner is entitled to receive, subject in each case to such reasonable regulations as the
Town or the Registrar may prescribe. All Bonds presented for transfer, exchange, or payment, (if
so required by the Town or the Registrar) shall be accompanied by a written instrument or
instruments of transfer or authorization for exchange, in form and substance reasonably satisfactory
to the Town and the Registrar, duly executed by the registered owner or by his duly authorized
attorney-in-fact or legal representative. No Bond maybe registered to bearer.
Neither the Town nor the Registrar shall be required to issue, transfer, or exchange any Bonds
for a period of fifteen days next preceding any interest payment date or any date fixed for the
redemption of Bonds or to transfer or exchange any Bonds called or being called for redemption.
New Bonds delivered upon any transfer or exchange shall be valid obligations of the Town,
evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution and entitled
to all of the security and benefits hereof to the same extent as the Bonds surrendered.
Section 1.10. Charges for Exchange or Transfer. No service charge shall be made for any
exchange or transfer of Bonds, but the Town may require payment of a sum sufficient to cover any
tax or other governmental charge that maybe imposed in relation thereto.
• 9
ARTICLE II
AWARD OF BONDS DISPOSITION OF PROCEEDS
Section 2.1. Award and Preparation of Bonds. The Council has previously determined that
the sale of the Bonds by public sale through competitive bidding will be in the best interests of the
Town. The preparation and distribution by the Town Manager, as directed at the February 5, 2002,
meeting of the Council, of the Official Statement describing the Bonds, the security therefor and other
inforrnation relating to the Bonds and the Town, are hereby ratified and approved. The advertisement
of the Bonds for sale in accordance with the Notice of Sale in the form contained in the Official
Statement is hereby ratified and approved. The bid of Morgan Keegan to purchase the Bonds, which
bid is attached hereto as Exhibit A, is hereby determined, in consultation with the Town's financial
advisor, to be the bid which provides the lowest interest rate, determined on a true interest cost basis,
on the Bonds, and the Bonds are hereby awarded to such bidder in accordance with the terms of such
bid.
The officers of the Town are hereby authorized and directed to take all proper steps to have
the Bonds prepared and executed in accordance with their terms and to deliver the Bonds to the
purchaser thereof upon payment therefor.
Section 2.2. Application of Proceeds of Bonds. On the date of delivery of the Bonds, the
proceeds derived from the sale of the Bonds shall be paid as follows:
• (a) $1,000,000 of such proceeds shall be used, together with other
available funds, to redeem in full the Town's bond anticipation note
dated Apri129, 1998 (the "Note"); and
(b) the balance of such proceeds, shall be paid to, or at the direction of,
the Treasurer of the Town who shall promptly deposit the funds in a
bank or other depository to the credit of the Town and be used,
together with any investment earnings thereon, to pay the costs of the
Projects and costs of issuing the Bonds.
The Council hereby authorizes the Treasurer to use the State Non-Arbitrage Program of the
Commonwealth of Virginia ("SNAP"), in connection with the investment of the proceeds of the
Bonds if the Treasurer determines such investment to be in the best interest of the Town. The
Treasurer of the Town is authorized and directed to receipt for such proceeds and to provide that the
proceeds described in subclauses (b) and (c) above are applied as required by this resolution.
Section 2.3. Redemption of Bond Anticipation Note. The Council hereby authorizes and
directs that the Note be redeemed on the date of delivery of the Bonds or as soon thereafter as
practicable.
• 10
ARTICLE III
PARTICULAR COVENANTS
Section 3.1. Payment of Bonds. The Town shall pay promptly, as provided herein, the
principal of, premium, if any, and interest on each of the Bonds. Nothing in the Bonds 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.
At least one (1) business day prior to any maturity date, dated fixed for redemption, or
interest payment date, the Town shall pay to the Paying Agent the amount to be due on such maturity
date, dated fixed for redemption, or interest payment date. The Paying Agent shall, in turn, make
payment to the registered owners of the Bonds.
Section 3.2. Tax Rate Covenant. The Council hereby covenants and agrees that so long
as any of the Bonds are outstanding, to the extent other funds are not lawfully available and
appropriated for timely payment of the Bonds, the Council will levy and collect annually over and
above all other taxes authorized or limited by law, an ad valorem tax, without limitation as to rate or
amount, on all the taxable property in the Town in an amount sufficient to pay principal of, premium,
if any, and interest on the Bonds as the same become due and payable .
Section 3.3. Maintenance ofTax-Exempt Status.
(a) No Adverse Action: The Town shall not take any action that would adversely
affect the exemption of interest on the Bonds from Federal income taxation. The Town shall, to the
extent permitted by Virginia law, take all actions necessary to maintain the tax-exempt status of
interest on the Bonds under Federal or Virginia law, including all actions necessary to comply with
Section 103 or Sections 141 through 150 of the Internal Revenue Code of 1986, as amended (the
"Code") or the regulations promulgated by the Treasury Department with respect thereto. Without
limiting the generality of the foregoing, the Town shall comply with any provision of law which may
require the Town at any time to rebate to the United States any part of the earnings derived from the
investment of the gross proceeds of the Bonds, unless the Town receives an opinion of nationally
recognized bond counsel that such compliance is not required to prevent interest on the Bonds from
being includable in the gross income for Federal income tax purposes of the registered owners thereof
under existing law.
(b) Arbitragellnvestment: The Town shall not take or approve any action,
investment or use of the proceeds of the Bonds which would cause the Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Code and the regulations thereunder. The Town, barring
unforeseen circumstances, shall not request or approve the use of the proceeds of the Bonds other
than in accordance with the Town's "non-arbitrage" certificate delivered at the time of the issuance
of the Bonds.
11
a
r
i (c) Tax Compliance Agreement. Each of the Mayor and Town Manager is hereby
authorized and directed to execute and deliver a tax compliance agreement regarding any matters
described in Section 3.3(a) and (b), which agreement shall be in such form and content as may be
required by bond counsel to the Town.
ARTICLE IV
DEFEASANCE
Section 4.1. Discharge upon Payment of Bonds. If the Bonds shall have become due and
payable in accordance with their terms or shall have been fully refunded from the proceeds of
refunding bonds issued by the Town and the full amount of the principal, premium, if any, and interest
so due and payable upon all Bonds then outstanding shall have been paid, or sufficient moneys or
direct obligations of the United States of America shall be held by the Paying Agent for such purpose,
at the time and in the manner provided therein and in this resolution, then all covenants, agreements
and other obligations of the Town to the holders of the Bonds under this resolution shall cease,
terminate and be void and the Town shall be discharged from its obligations hereunder. In such event
all moneys and securities not required for the payment of the principal, premium, if any, and interest
on the Bonds may be used by the Town for any lawful purpose .
ARTICLE V
• MISCELLANEOUS
°~ton 5.1. ~ontrsct.,yith Bondholders. The provisions of this resolution shall constitute
.. ~..,, ~'-^.,, ~;^._ .ie° ~'c,~~z a~' the 1^,oic'.°rs o.~the Bonds for so long as any of tl,.e Bonds are
outstanding.
Section 5.2. 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 Bonds 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
Bonds.
Section 5.3. 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 Bonds shall be liable personally on the Bonds 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.
• 12
• Section 5.4. Conditions Precedent. Upon the issuance of the Bonds 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
Bonds shall have happened, exist and have been performed.
Section 5.5. Non-Arbitrage and Other Certificates. The Mayor and Town Manager and
such other officers as may be requested are hereby authorized to sign appropriate certificates setting
forth, among other things, the expected use and investment of the proceeds of the Bonds in order to
show that such expected use and investment will not violate the provisions of Section 148 of the
Code and regulations issued pursuant thereto, applicable to "arbitrage bonds". Such certificates
may also contain certain elections with regard to Section 148 of the Code and such officers are hereby
authorized to make such elections on behalf of the Town and the Council.
Section 5.6. Continuing Disclosure Agreement. Each of the Mayor and the Town
Manager and such officer or officers of the Town as either may designate, is hereby authorized and
directed to execute a continuing disclosure agreement, substantially in the form contained in the
Official Statement, with such completions, omissions, insertions and changes that are not inconsistent
with this resolution as the Mayor or Town Manager may consider appropriate. The execution thereof
by any such officer shall constitute conclusive evidence of his approval of any such completions,
omissions, insertions and changes.
• Section 5.7. 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.
~ertinr; 5.~. Severabili 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.
Section 5.9. Effective Date. This resolution shall take effect immediately. All ordinances,
resolutions or parts thereof in conflict herewith are hereby repealed.
•
ADDENDUM A OF AGREEMENT BETWEEN
•
Town of Pulaski, Virginia
AND
Springsted Incorporated
Effective as of z- ~ 3 , 20 O
CONTINUING DISCLOSURE SERVICES
$3,000,000
General Obligation Public Improvement Bonds, Series of 2002
Client has or will execute a Continuing Disclosure Undertaking in accordance with SEC
Rule 15c2-12(b)(5), or any successor Rules, in connection with the issuance of each Client debt
obligation listed above in which Client has agreed to provide continuing disclosure of certain
financial information and operating data and timely notices of the occurrence of certain events.
Capitalized terms not defined in this Addendum or the Agreement shall have the same meaning
ascribed to them in SEC Rule 15c2-12(b)(5).
Client wishes to retain the services of the Advisor to assist with the obligations set forth in the
Continuing Disclosure Undertaking and Advisor wishes to provide such services as set forth
below.
I. A. Compile an Annual Report according to the Continuing Disclosure Undertaking
• (the "Undertaking") executed by Client pursuant to SEC Rule 15c2-12(b)(5) for
the Debt Obligation(s) listed above for submission by Client to all Nationally
Recognized Municipal Securities Information Repositories (NRMSIR), the State
Information Depository (SID), if one is designated, and to the Municipal
^c±~ri':ies RulQma!~.ing Board (MSRB), if rAquir¢d, prior to the Annual Report
l:~ ;t:: ~s ~'t~;r;ed ir, ~`~=; r~si~e~:i! ~e l.indprtiking ~;~r each Debt Obligation listed
above. The Annual Keport shall include:
1. An annual audited Financial Statement to be prepared by Client's
accountants.
2. Updates of the operating and financial data included in the Official
Statement, as outlined for continuing disclosure in the Undertaking
incorporated in the Official Statement.
B. Monitor through periodic requests for information relating to incidents of and
assist in the disclosure of Significant Events listed in the Undertaking. These
include:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
• 5. Substitution of credit or liquidity providers, or their failure to perform;
A-1
•
6.
• 7.
8.
9.
10
Adverse tax opinions or events affecting the tax-exempt status of the
security;
Modifications to rights of security holders;
Bond calls;
Defeasances;
Release, substitution, or sale of property securing repayment of the
securities;
11. Rating changes.
C. Assist Client in the dissemination of the Annual Report and any Significant
Events that must be reported to the various repositories.
D. Advisor will furnish a notification of compliance with the Continuing Disclosure
requirements within 30 days after submission of the Annual Report.
II. Client agrees to provide the Advisor with accurate information with respect to compiling
the Annual Report in a timely manner and to fully disclose to Advisor any Significant
Events as they occur.
III. For its services, as specified in 1. above, Advisor shall be compensated in the amount of
$200 annually for each Debt Obligation covered by the Addendum.
An Annual Report must be filed for each covered Debt Obligation outstanding. In a
reporting period in which Client does not issue debt which produces an Official
Statement that can be used as the Annual Report for a particular type of covered Debt
Obligation outstanding (i.e., general obligation, revenue, utility, housing, etc.), an
additional fee of $1,300 per type of debt will be charged for preparation of the Annual
Report required to comply with the Continuing Disclosure Undertaking for that type of
• covered Debt Obligation.
This Addendum shall continue for the term of each Debt Obligation or until such time as either
Client or Advisor terminates it by not less than 30 days written notice to the other party. Advisor
shall be r~+i:,v~~d of all liability with respect t~ its obligations hereunder if any information
r~:ruired tc .:; submitted to Advisor h~•; ~~r,dcr iv riot timely submitted to Advisor.
In the event at Client's request Advisor performs services described in this Addendum
reasonably understood by Advisor to be performed pursuant to the Addendum after signing by
Advisor, but before signing by Client, such services shall be subject to the provisions of the
Addendum as if the Addendum had been signed by both parties.
Signed as of -~~ d~cd„~~ 13 , 20 a?-, the effective date of the Addendum.
FOR CLIENT SPRINGSTED Incorporated
~~~~~~.
• ~,~ ~,~~~ Title
~'
Lawrence B. Wales, Jr.
Senior Vice President
P1782.A1
•
A-2
i The undersigned Clerk of the Town of Pulaski, Virginia (the "Council"), hereby
certifies that the foregoing constitutes a true and correct copy of a resolution duly adopted
at a meeting of the Council held on March 5, 2002. I hereby fwther certify that such meeting
was a special called 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
Charles W. Stewart, Jr., Mayor Present N/A
Bettye H. Steger Present Aye
Daniel Talbert, Jr. Absent Absent
Pauline G. Mitchell Present Aye
James M. Neblett, Jr. Absent Absent
• Lane R. Penn Present Aye
E. G. Black, Jr. Present Aye
Kenneth M. Fleenor Present Aye
Jeffrey S. Worrell Present Aye
'~JTRTESS MY HAN® and the seal of the Clerk of the Council of the Town of Pulaski,
Virginia, this 5th day of March, 2002.
(SEAL)
Cltir'~, To~:-~;^ ofP~ilas'rs, Virginia
\\W ETHERINGTON\VOLl\WP\DAY\012010FinalResolution. doc/snc
•