HomeMy WebLinkAbout93-18
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RESOLUTION N0. 93-18 AUTHORIZING THE SALE
OF GENERAL OBLIGATION REFUNDING BONDS
OF THE TOWN OF PULASKI, VIRGINIA,
AND THE EXECUTION OF A BOND PURCHASE AGREEMENT
IN CONNECTION THEREWITH
The Town of Pulaski, Virginia (the "Town") has previously issued
its $4,000,000 General Obligation Public Improvement Bonds, Series 1987,
dated December 1, 1987, (the "Prior Bonds").
The Council of the Town (the "Council") desires to reduce its debt
service cost by refunding the Prior Bonds that mature on February 1 in
the years 1996 through 2003, inclusive (the "Prior Bonds To Be
Refunded"), pursuant to the Public Finance Act of 1991 (Chapter 5.1,
Title 15.1, Code of Virginia of 1950, as amended) (the "Act).
On November 17,
with the provisions
resolution approving
• Refunded.
1993, the State Council on Local Debt in accordance
of Section 15.1-227.46 of the Act adopted a
the Town's plan for refunding the Prior Bonds To Be
NationsBank of Virginia, N.A., has expressed an interest in
purchasing the Town's general obligation refunding bonds in a principal
amount not to exceed $2,950,000 {the "Refunding Bonds"}, the proceeds of
which, together with other available funds, will be used to refund the
Prior Bonds To Be Refunded.
NOW, THEREFORE, THE COUNCIL OF THE TOWN OF PULASKI RESOLVES AS
FOLLOWS:
1. The Council determines that the refunding of the Prior Bonds To
Be Refunded is in the best interests of the Town and will require the
issuance, sale and delivery of the Refunding Bonds.
2. The form and details of the Refunding Bonds shall be as
determined or provided for by the Council in a resolution adopted before
the issuance of the Refunding Bonds.
3. The Council hereby determines that it will be in the best
interests of the Town and the Commonwealth of Virginia for the Town to
sell the Refunding bonds by sale to NationsBank of Virginia, N.A. (the
"Bank"). The Town Manager or his designee is hereby authorized to
negotiate the sale of the Refunding Bonds to the Bank on terms and
conditions to be set forth in a bond purchase agreement between the Town
• and the Bank; provided, however, that:
(a) The aggregate principal amount of the Refunding Bonds
shall not exceed $2,950,000,
{b) The price for the Refunding Bonds shall be equal to
'~ .. s
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the aggregate principal amount of the Refunding Bonds,
(c) The net interest cost of the Refunding Bonds shall not
exceed 4 .50,
(d) The Refu nding Bonds shall mature n o late r than February
1, 2003, and
(e) Through the refunding of the Prior Bonds To Be Refunded
with the Refunding Bonds, the Town will obtain a net
present value savings ratio of at least 4.75% of the par
value of the Bonds To Be Refunded and a total dollar
savings having a net pres ent value of at least $125,000.
Each of the Mayor and the Town Manager is hereby authorized and
directed to execute and deliver to the Bank a bond purchase
agreement in such form and content as are not inconsistent with
this resolution.
4. The Council hereby designates the Refunding Bonds as "qualified
tax-exempt obligations" as defined in Section 265(b) (3) of the Internal
Revenue Code of 1986, as amended.
5. This resolution shall be in full force and effect on the date
of its adoption, and is adopted by the recorded vote of the Pulaski Town
• Council as follows:
Charles D. Crispin - Aye Andrew L. Graham - Aye
J. R. Schrader, Jr. - Aye E. G. Black, Jr. - Aye
Roy H. D'Ardenne - Ave Alma H. Holston - A;~e
W. H. Schrader, Jr. - Ave Robert N. Glenn - Aye
Adopted: 12/7/93
Attest:
Ruth A. Harrell
Clerk of Council
TOWN OF PULASKI, VIRGINIA
By:
Gary Ha ock, Mayor
•
F-~R A NK
• E'ER WILLI GER
ATTORNEY AT (AW
154 N. Washington Ave.
P.O. Box 915
Pulaski, VA 24301
Fax (703) 980-2691
Phone (703) 980-1272
December 21, 1993
F. B. Webster Day
Wetherington & Melchionna
1100 Crestar Bank Building
P. O. Box 90
Roanoke, VA 24002
Dear Webster:
• Enclosed are bond documents dated December 29, 1993, executed by Mayor Hancock, Ruth
Harrell, Tom Combiths, Mildred Bolen, and me.
These are delivered to you in escrow, to be held by you until the bond closing of December 28,
1993.
Unless you receive instructions from us to the contrary, or unless in your opinion as bond counsel
it would not be in the Town's best interest to do so, you are authorized to release and deliver
these documents as part of the closing process.
FCT/mww
Enclosures
Sincer ~
Francis C. Terwilliger
•
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CERTIFICATE OF TOWN ATTORNEY
In connection with the issuance by the Town of Pulaski,
Virginia (the "Town") of its $2,885,762.05 General Obligation
Refunding Bond, Series 1993 (the "Bond"), the following
undersigned attorney for the Town hereby certifies that to the
best of his knowledge after due investigation, there is no
litigation pending or threatened in either state or Federal
courts which in any manner questions the authority and
proceedings under which the Bond is issued or threatens to
restrain or enjoin the issuance and delivery of the Bond or the
collection of ad valorem taxes or otherwise with respect to (a)
the authority of the Council of the Town to authorize the
issuance and delivery of the Bond, (b) the validity or legality
of the Bond, the Bond Purchase Agreement dated December 14,
1993, between the Town and NationsBank of Virginia, N.A., and
the Escrow Deposit Agreement dated the date hereof, between the
Town and Crestar Bank as escrow agent or the authority of the
Council to collect ad valorem taxes to be pledged to the payment
of the Bond, or (c) the incumbency of the officers of the Town
who signed the Bond.
IN WITNESS WHEREOF, the undersigned has affixed his
signature this 28th day of December, 1993.
~~
ancis C. a illiger
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012003.730\6.anC
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TOWN OF PULASKI
Resolution Number 93-19
At a regular meeting of the Council of the Town of Pulaski,
Virginia, held on the 21st day of December, 1993, at which the
following members were present and absent:
Member
•
Present/Absent
Gary C . Hancock, Mayor Present
Charles D. Crispin Present
Andrew L . Graham Present
Robert N. Glenn Present
Walter H. Schrader, Jr. Present
J . R . Schrader, Jr . Present
Alma H. Holston Present
E . G . Black Present
Roy H. D'Ardenne Present
the following resolution was adopted by a majority of all
members of the Council by a roll call vote, the ayes and nays
being recorded in the minutes of the meeting as follows:
Member Vote
Gary C. Hancock, Mayor
Charles D. Crispin Ave
Andrew L. Graham Aye
Robert N. Glenn Aye
Walter H. Schrader, Jr. Aye
J. R. Schrader, Jr. Aye
Alma H. Holston Aye
E. G. Black Aye
Roy H. D'Ardenne Aye
RESOLUTION AUTHORIZING THE ISSUANCE OF A
$2,885,762.05 GENERAL OBLIGATION REFUNDING BOND,
SERIES 1993, OF THE TOWN OF PULASKI, VIRGINIA,
TO BE SOLD TO NATIONSBANK OF VIRGINIA, N.A.
AND PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF
AND AUTHORIZING CERTAIN RELATED ACTIONS
. The Town of Pulaski, Virginia (the "Town") has previously
issued its $4,000,000 General Obligation Public Improvement
Bonds, Series 1987, dated December 1, 1987 (the "Prior Bonds").
The Council of the Town (the "Council") desires to reduce
debt service costs to the Town by refunding the Prior Bonds that
mature on February 1 in the years 1996 through 2003, inclusive
(the "Prior Bonds To Be Refunded").
- On November 17, 1993, the State Council on Local Debt (the
"State Council") adopted a resolution approving the Town's plan
for refunding the Prior Bonds To Be Refunded.
The Council desires to provide for the issuance of its
refunding bond, the proceeds of which will be used to refund the
Prior Bonds To Be Refunded, and to provide for the bond's form,
details and payment and to authorize certain related actions.
BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF PULASKI,
VIRGINIA:
Section 1.1. Authorization of Bond. It is hereby
determined to be advisable, necessary and expedient for the Town
to borrow $2,885,762.05 to provide funds to refund the Prior
Bonds To Be Refunded and to pay the costs of issuing the bond
authorized by this resolution. 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 $2,885,762.05.
The bond shall be designated the "Town of Pulaski, Virginia,
General Obligation Refunding Bond, Series 1993" (the "Bond").
The Bond shall be a general obligation of the Town, the
principal of, premium, if any, and interest on which 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.
To the extent permitted by Section 15.1-227.2 of the Public
Finance Act of 1991 (Chapter 5.1, Title 15.1, Code of Virginia
of 1950, as amended) (the "Act"), the Council hereby elects to
issue the Bond under the provisions of the Act without regard to
the requirements, restrictions or other provisions contained in
any charter or local or special act.
Section 1.2. Details of Bond. The Bond shall be issued
as a fully registered bond without coupons in the original
principal amount of $2,885,762.05, shall be dated December 1,
1993, and shall bear interest from its date at the rate of
4.400 per annum. Interest on the Bond shall be payable
semiannually on each February 1 and August 1 (each a "Payment
Date") beginning February 1, 1994. Installments of principal of
the Bond shall be payable on each Payment Date in the following
• amounts:
Principal
Payment Date Amount
February 1, 1994 $ 75,778.07
August 1, 1994 15,685.38
_ February 1, 1995 15,685.38
August 1, 1995 168,051.56
February 1, 1996 168,051.56
August 1, 1996 165,821.30
February 1, 1997 165,821.30
August 1, 1997 163,340.14
February 1, 1998 163,340.14
August 1, 1998 173,160.64
February 1, 1999 173,160.63
August 1, 1999 169,773.69
February 1, 2000 169,773.70
August 1, 2000 166,153.92
February 1, 2001 166,153.92
August 1, 2001 174,847.82
February 1, 2002 174,847.83
August 1, 2002 208,157.53
February 1, 2003 208,157.54
Interest on the Bond shall be computed on the basis of a 30-day
month and a 360-day year.
Section 1.3. Redemption. The Bond is subject to
redemption at the option of the Town before its stated maturity,
in whole but not in part, on any date upon payment of the
redemption price (expressed as a percentage of the principal
amount of the Bond to be redeemed) set forth below plus accrued
interest to the date set for redemption:
Dates
December 1, 1993 to November 30,
December 1, 1998 to November 30,
December 1, 2000 and thereafter
Prices
1998, inclusive ..... 101.0
2000, inclusive ..... 100.5
...................... 100.0$
Notice of any such redemption shall be given by the Registrar to
the registered owner by registered or certified mail not more
than sixty (60) and not less than thirty (30) days before the
date fixed for redemption.
Section 1.4. Execution of Bond. The Bond shall bear the
manual signatures of the Mayor and the Clerk of the Town and
shall bear a manually impressed or imprinted facsimile of the
seal of the Town. In case any officer whose signature shall
appear on the 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. The Bond may be signed by such
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persons as at the actual time of the execution thereof shall be
the proper officers to sign the Bond although at the date of
such Bond such persons may not have been such officers.
Section 1.5. Form of Bond. The Bond shall be in
substantially the following form with such appropriate
variations, insertions and omissions as shall be consistent
herewith:
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
TOWN OF PULASKI
$2,885,762.05
General Obligation Refunding Bond
Series 1993
Dated December 1, 1993
The Town of Pulaski, Virginia (the "Town"), for value
received, hereby acknowledges itself indebted and promises to
pay to NationsBank of Virginia, N.A. or registered assigns, the
principal sum~of $2,885,762.05 in semi-annual installments in
the amounts set forth below, payable February 1 and August 1
(each a "Payment Date") beginning February 1, 1994:
Principal
Payment Date Amount
February 1, 1994 $ 75,778.07
August 1, 1994 15,685.38
February 1, 1995 15,685.38
August 1, 1995 168,051.56
February 1, 1996 168,051.56
August 1, 1996 165,821.30
February 1, 1997 165,821.30
August 1, 1997 163,340.14
February 1, 1998 163,340.14
August 1, 1998 173,160.64
February 1, 1999 173,160.63
August 1, 1999 169,773.69
February 1, 2000 169,773.70
August 1, 2000 166,153.92
February 1, 2001 166,153.92
August 1, 2001 174,847.82
February 1, 2002 174,847.83
August 1, 2002 208,157.53
February 1, 2003 208,157.54
•
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• together with interest from the date of this bond on the unpaid
installments of principal, payable semiannually on each Payment
Date, beginning February 1, 1994, at the rate of 4.400 per
annum. Interest shall be computed on the basis of a 30-day
month and a 360-day year.
Principal, premium, if any, and interest shall be payable,
without presentation or surrender of this bond, in lawful money
of the United States of America to the registered owner,
determined as of the fifteenth day of the month next preceding
such Payment Date or date fixed for redemption, at its address
as it appears on the registration books kept for that purpose at
the principal corporate trust office of NationsBank of Virginia,
N.A., Richmond, Virginia, which has been appointed Registrar.
If a Payment Date or the date fixed for the redemption of this
bond is 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, or interest need not be made on
such date, but may be made on the next succeeding date which is
not such a date at the place where the principal corporate trust
office of the Registrar is located, and if made on such next
succeeding date no additional interest shall accrue for the
period after such Payment Date or date fixed for redemption.
Upon final payment, this bond shall be surrendered to the
Registrar for cancellation.
• No notation of the payment of regularly scheduled principal
installments is required to be made on this bond. Therefore,
the face amount of this bond may exceed the principal sum that
remains outstanding and due under this bond.
This bond has been authorized by a resolution duly adopted
by the Council of the Town on December 21, 1993 (the
"Resolution"), and is issued pursuant to the Constitution and
applicable statutes of the Commonwealth of Virginia, including
the Public Finance Act of 1991 (Chapter 5.1, Title 15.1, Code of
Virginia of 1950, as amended) to provide funds to refund a
portion of the Town's $4,000,000 General Obligation Public
Improvement Bonds, Series 1987 and to pay the cost of issuing
this bond. Copies of the Resolution are on file at the office
of the Registrar. Reference is hereby made to the Resolution
and any amendments thereto for the provisions, among others,
describing the pledge of the full faith and credit of the Town
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 holder of this bond and the provisions for defeasance of
such rights.
This bond and the premium, if any, and interest hereon are
payable from ad valorem taxes to be levied without limitation as
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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 Council of the Town has designated this bond as a
"Qualified Tax-Exempt Obligation" for purposes of Section 265 of
the Internal Revenue Code of 1986, as amended.
This bond is subject to redemption at the option of the
Town before its stated maturity, in whole but not in part, on
any date upon payment of the redemption price (expressed as a
percentage of the principal amount of this bond to be redeemed)
set forth below plus accrued interest to the date set for
redemption:
Dates Prices
December 1, 1993 to November 30, 1998, inclusive ..... 101.0
• December 1, 1998 to November 30, 2000:•inclusive•::::: 100.5
December 1, 2000 and thereafter 100.0
Notice of any such redemption shall be given by the Registrar to
the registered owner by registered or certified mail not more
than sixty (60) and not less than thirty (30) days before the
date fixed for redemption.
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.
IN WITNESS WHEREOF, the Town has caused this bond to bear
the manual signatures of the Mayor and the Clerk of the Town,
its seal to be imprinted or impressed hereon, and this bond to
be dated December 1, 1993.
• SEAL
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•
Attest:
Clerk, Town of Pulaski,
Virginia
(/•
Mayor, own of Pulaski,
Virginia
(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 of 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 a member firm
of the New York Stock
Exchange or a commercial bank
or trust company.
(NOTICE: The signature above
must correspond with the name
of the registered owner as it
appears on the front of this
bond in every particular,
without alteration or
enlargement or any change
whatsoever.)
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• Section 1.6. Registrar and Paying Agent. NationsBank of
Virginia, N.A., Richmond, Virginia, is hereby appointed
Registrar and Paying Agent for the Bond.
Section 1.7. Registration and Transfer. The Town shall
cause books for the registration and transfer of the Bond to be
kept at the principal corporate trust 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 Bond 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 of the Bond at such office, the
Town shall execute and the Registrar shall deliver in the name
of the transferee a new Bond, subject in each case to such
reasonable regulations as the Town or the Registrar may
prescribe. If presented for transfer the Bond (if so required
by the Town or the Registrar) shall be accompanied by a written
instrument or instruments of transfer 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. The Bond may not be
registered to bearer.
Neither the Town nor the Registrar shall be required to
issue or transfer the Bond for a period of fifteen days next
preceding any Payment Date or date fixed for redemption.
The new Bond delivered upon any transfer shall be a valid
obligation of the Town, evidencing the same debt as the Bond
surrendered, shall be secured by this Resolution and entitled to
all of the security and benefits hereof to the extent as the
Bond surrendered.
Section 1.8. Charges for Transfer. No service charge
shall be made for any transfer of the Bond, but the Town may
require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.
Section 1.9. Preparation and Sale of Bond. The Council
hereby ratifies and confirms the bond purchase agreement dated
December 14, 1993 (the "Bond Purchase Agreement"), between the
Town and NationsBank of Virginia, N.A. (the "Bank"), a copy of
which has been presented to the meeting of the Council at which
this resolution is adopted, and the terms, conditions and
• provisions of the Bond Purchase Agreement are hereby approved.
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• The Mayor and the Clerk of the Town are hereby authorized
and directed to take all proper steps to have the Bond prepared
and executed in accordance with its terms.
Section 1.10. Approval of Escrow Deposit Agreement. The
Council hereby approves the form of escrow deposit agreement
(the "Escrow Agreement") between the Town and Crestar Bank, as
escrow agent (the "Escrow Agent"), submitted to the Council at
the time of adoption of this resolution. The Mayor of the Town
is authorized and directed to execute and deliver on behalf of
the Town the Escrow Agreement in such form with appropriate
completions, insertions, omissions and changes as he shall deem
necessary, and his execution and delivery of the Escrow
Agreement as described herein shall conclusively evidence the
same as having been approved and authorized by this resolution.
Section 1.11. Application of Proceeds of Bond. On the
date of delivery of the Bond, the proceeds derived from the sale
of the Bond shall be paid as follows:
(a) $2,860,762.06 of such proceeds, to the
Escrow Agent for deposit to the credit of
the Escrow Fund under the Escrow Agreement;
(b) ,the portion of such proceeds that represents
the accrued interest on the Bond from its
• date to the date of delivery, to the Town
for deposit in the Town's general fund and
to be used for the payment of a portion of
the interest on the Bond on the first
Payment Date; and
(c) the balance of such proceeds, to the Town
for deposit in the Town's general fund and
to be used to pay the expenses reasonably
incurred in issuing the Bond.
The Town Manager 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 1.12. Designation of the Prior Bonds To Be
Refunded for Redem tion on February 1, 1995. The Council hereby
designates the Prior Bonds To Be Refunded for redemption on
February 1, 1995. The Prior Bonds To Be Refunded shall be
redeemed upon payment of the principal amount of the Prior Bonds
To Be Refunded, together with interest accrued thereon to the
date fixed for redemption, plus a premium of two percent (2~) of
the principal amount of the Prior Bonds To Be Refunded, all as
provided in the Escrow Agreement.
• g
• ARTICLE II
PARTICULAR COVENANTS
Section 2.1. Payment of Bond. The Town shall pay
promptly, as provided herein, the principal of, premium, if any,
and interest on the Bond. Nothing in the 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.
Section 2.2. Tax Rate Covenant. The Council hereby
covenants and agrees that so long as the Bond is outstanding, to
the extent other funds are not lawfully available and
appropriated for timely payment of the Bond, 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 Bond as the same become due and
payable.
Section 2.3. Maintenance of Tax-Exempt Status.
• (a) No Adverse Action: The Town shall not take any
action that would adversely affect the exemption of interest on
the Bond 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 Bond, unless the Town receives an opinion of nationally
recognized bond counsel that such compliance is not required to
prevent interest on the Bond from being includable in the gross
income for Federal income tax purposes of the registered owners
thereof under existing law.
(b) Arbitrage/Investment: The Town shall not take or
approve any action, investment or use of the proceeds of the
Bond which would cause the Bonds to be an "arbitrage bond"
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 Bond other than in accordance with the Town's
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• "non-arbitrage" certificate delivered at the time of the
issuance of the Bond.
(c) Information Report: The Town shall file the
information report with respect to the Bond required by Section
149(e) of the Code within the time provided in such Section.
(d) Not Federally Guaranteed: The Town represents
that the Bond is not and will not be "federally guaranteed," as
such term is used in Section 149(b) of the Code.
(e) Designation as Qualified Tax-Exempt Obligation:
The 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 Code. The Town hereby represents
and covenants as follows:
(i) The Town will in no event designate
more than $10,000,000 of obligations as qualified tax-
exempt obligations in the year in which the Bond is
issued, including the Bond, for the purpose of such
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 1993 (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 Bond;
(iii) Barring circumstances unforeseen as
of the date of delivery of the 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 year in which the Bond is
expected to be 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 Bond; and
(iv) The Town has no reason to believe
that the Town and such other entities will issue tax-
exempt obligations in an aggregate amount that will
• exceed such $10,000,000 limit;
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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
Bond to be qualified tax-exempt obligations, the Town need not
comply with such restriction.
(f) Small Issuer Exception from Rebate Requirement:
The Town 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
more than $5,000,000 of tax-exempt obligations in 1993
(not including private activity bonds), including the
Bond;
(ii) Barring circumstances unforeseen as
of the date of delivery of the 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 year in which the Bond is
• expected to be issued, 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 Bond;
(iii) The Town has no reason to believe
that the Town and such other entities will issue tax-
exempt obligations in the year in which the Bond is
expected to be issued in an aggregate amount that will
exceed such $5,000,000 limit; and
(iv) At least 95$ of the proceeds of the
Bond 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 if the Town receives an opinion of
nationally recognized bond counsel that compliance with auy
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 o€
the Bond, the Town need not comply with such restriction.
(h) Private Use and Loan Restrictions: The Totem
hereby covenants that it will not permit the proceeds of the
• Bond to be used in any manner that would result in (a) 5$ or
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• more of such proceeds being used in a trade or business carried
on by any person other than a governmental unit as provided in
Section 141(b) of the Code, (b) 5$ or more of such proceeds
being used with respect to any output facility (other than a
facility for the furnishing of water) within the meaning of
- Section 141(b)(4) of the Code, or (c) 5~ or more of such
proceeds being used directly or indirectly to make of finance
loans to any persons other than a governmental unit as provided
in Section 141(c) of the Code; provided, however, that if the
Town receives an opinion of nationally recognized bond counsel
that compliance with any such covenant is not required to
prevent the interest on the Bond from being includable in gross
income for Federal income tax purposes of the registered owners
thereof under existing law, the Town need not comply with such
covenant.
ARTICLE III
DEFEASANCE
Section 3.1. Discharge upon Payment of Bond. If the Bond
shall have become due and payable in accordance with its 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 the Bond
• 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 holder of the Bond
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 fvr the
payment of the principal, premium, if any, and interest on the
Bond may be used by the Town for any lawful purpose.
ARTICLE IV
MISCELLANEOUS
Section 4.1. Contract with Bondholder. The provisions of
this resolution shall constitute a contract between the Town and
the holder of the Bond for so long as the Bond is outstanding.
Section 4.2. 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 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
13
• action as they may consider necessary or desirable to carry out
the intent and purpose of this resolution, and the issuance of
the Bond.
Section 4.3. 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 Bond 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.
Section 4.4. Conditions Precedent. Upon the issuance of
the 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 Bond shall have
happened, exist and have been performed.
Section 4.5. Non-Arbitrage and Other Certificates. The
Mayor and the Town Manager of the Town 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 Bond 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 4.6. 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 4.7. 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.
Section 4.8. Effective Date. This resolution shall take
effect immediately. All ordinances, resolutions or parts
thereof in conflict herewith are hereby repealed.
Section 4.9. Filing of Resolution. The Clerk of the Town
is hereby authorized and directed to see to the immediate filing
• of a certified copy of this resolution with the Clerk of the
14
Circuit Court of Pulaski County, pursuant to Section 15.1-227.9
of the Public Finance Act of 1991.
•
• 15
e .
• The undersigned Clerk of the Town of Pulaski, Virginia,
hereby certifies that the foregoing constitutes a true and
correct copy of a Resolution adopted at a meeting of the Council
of the Town of Pulaski, Virginia, held on the 21st day of
December, 1993, and of the whole thereof so far as applicable to
the matters referred to in such extract.
WITNESS my hand and the seal of the Town of Pulaski,
Virginia, this ,21a r day of December, 1993.
Clerk, Town of Pulaski, Virginia
(SEAIr )
012003.706\6.anc