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HomeMy WebLinkAbout2011-20RESOLUTION 2011-20 RESOLUTION AUTHORIZING THE ISSUANCE OF A GENERAL OBLIGATION PUBLIC IMPROVEMENT BOND IN AN AMOUNT NOT TO EXCEED $821,000 OF THE TOWN OF PULASKI, TO BE SOLD TO THE NATIONAL BANK OF BLACKSBURG, AND PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF AND AUTHORIZING CERTAIN RELATED ACTIONS The Council of the Town of Pulaski, Virginia (the "Council") has determined it necessary and expedient to acquire and improve public safety equipment and facilities, public works equipment and facilities, a drop site for lazge-items collection, the municipal office building and public restrooms and a storage azea at the Town's train station and to pay the cost of acquiring and improving water facilities of the Town (collectively, the "Project"). Pursuant to the Public Finance Act of 1991, the Town is authorized to issue its bond to pay for the Project and the cost of issuing the bond. 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 Bond. Pursuant to the Constitution of Virginia and the Public Finance Act of 1991, there is hereby authorized to be issued a general obligation bond (the "Bond") of the Town of Pulaski (the "Town") in a principal amount not to exceed $821,000 (the "Maximum Amount"), to provide funds to finance the cost of the Project. Section 2. Election of Law. 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 Bond issued under the provisions of the Act without regazd to the requirements, restrictions or other provisions contained in any charter or local or special act applicable to the Town. Section 3. Details of the Bond. (a) The Bond shall be designated "General Obligation Public Improvement Bond," with an appropriate series designation. The Bond shall be issued as a fully registered bond without coupons and shall be in a principal amount not to exceed $821,000. (b) The 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 Bond shall be payable on the dates and in the principal amounts, and the interest on the 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 hereby authorized to determine and approve, all of the other final details of the Bond, including, but not limited to, its dated date and original principal amount, interest rates and payment dates of interest, the payment dates of principal, the amount of each principal payment, the provisions, if any, for yield maintenance if certain events occur, and the provisions for prepayment or redemption, provided that (a) the original principal amount of the Bond does not exceed $821,000, (b) the true interest cost of the Bond, as determinable as of the Bond's dated date, does not exceed 5.00%, and (c) the due date of the last installment of principal of the Bond is not later than 25 years after the date of the Bond. Such officer's determination and approval of the final details of the Bond shall be evidenced conclusively by such officer's execution and delivery ofthe Bond in accordance with Sections 4 and 8 hereof. Section 4. Execution of Bond. The Bond shall beaz the manual signature ofthe 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 appeaz 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 persons as at the actual time of the execution thereof shall be the proper officers to sign the Bond although at the date of the Bond such persons may not have been such officers. Section 5. Form of Bond. The 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 Bond constituting conclusive evidence that any variations, insertions and omissions are consistent herewith. Section 6. Bond Registraz. The Town Manager of the Town is hereby appointed Bond Registraz for the Bond. Section 7. Registration. Transfer and Exchange. The Town shall cause books for the registration and transfer of the Bond to be kept at the office of the Bond Registrar, and the Town hereby instructs the Bond Registraz to keep such books and to make such registrations and transfers under such reasonable regulations as the Town or the Bond Registraz may prescribe. Transfer ofthe Bond may be registered upon books maintained for that purpose at the office of the Bond Registraz. Prior to due presentment for registration of transfer the Bond Registraz 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. Prenazation and Award of Bond. (a) The proposal of National Bank of Blacksburg, to purchase the Bond at par and for the Bond to beaz interest at the rate of 3.92% per annum and to be payable over a term of twenty yeazs, is hereby determined, after mature consideration of the methods of sale of the 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 hereby authorized to award the Bond to such bank on such 2 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 Bond shall be evidenced conclusively by such officer's execution and delivery of the Bond in accordance with Section 4 and Section 8 (b) hereof. (b) The Mayor and Vice Mayor and the Clerk of the Town are hereby authorized and directed to take all proper steps to have the Bond prepared, executed and delivered in accordance with the terms of this resolution. Section 9. Desienation as Qualified Tax-Exempt Obli ation. 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(6)(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 calendar year in which the Bond is issued, for the purpose of Section 265(6)(3) of the Code; (ii) The Town, all its "subordinate entities," within the meaning of Section 265(6)(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 oftax-exempt obligations in the current calendar year (not including "private activity bonds," as defined in Section 141 ofthe Code, other than "qualified 501(c)(3) bonds," as defined in Section 145 of the Code), including the Bond; (iii) Barring circumstances unforeseen as ofthe date ofdelivery 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 calendar year in which such Bond is issued, result in the Town and such other entities having issued a total of more than $10,000,000 oftax-exempt obligations in such year (not including private activity bonds, other than qualified 501(c)(3) bonds), including such Bond; and (iv) The Council has no reason to believe that the Town and such other entities will issue in the calendar year in which the Bond is issued 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 Bond to be a qualified tax-exempt obligation, the Town need not comply with such restriction. 3 Section 10. Authorization of Tax Documents and Other Matters. The Mayor, Vice Mayor and the Town Manager aze each authorized to execute a Nonazbitrage Certificate and Tax Compliance Agreement or any related document (the "Tax Documents") setting forth the expected use and investment of the proceeds ofthe 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 Bond will be invested and expended as set forth in the Tax Documents, to be delivered simultaneously with the issuance and delivery of the Bond and that the Town shall comply with the other covenants and representations contained therein. Any of the Mayor, Vice Mayor and the Town Manager ofthe 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 Bond, and all of the foregoing, previously done or performed by such officers of the Town, are in all respects approved, ratified and confirmed. Section 11. Pavment of the Bond and Other Amounts. The Town shall pay promptly, as provided herein, the principal of, premium, if any, and interest on the Bond, except to the extent such payment is made from the proceeds of 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 12. Pledee of Full Faith and Credit. For the prompt payment ofthe principal ofand premium, if any, and the interest on the Bond as the same shall become due, the full faith and credit of the Town are hereby irrevocably pledged. In each yeaz while the 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 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 aze not lawfully available and appropriated for such purpose. Section 13. 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 Bond aze outstanding. This resolution shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia. Any litigation between the Town and the bondholder concerning the Bond or this resolution, unless otherwise agreed in writing by them, shall be subject to the jurisdiction and venue of the Circuit Court for the County of Pulaski, Virginia, upon service of process made in accordance with the statutes of the Commonwealth of Virginia. Section 14. 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 action as they may consider 4 necessary or desirable to carry out the intent and purpose of this resolution, and the issuance of the Bond. Section 15. 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 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 16. Conditions Precedent. Upon the issuance ofthe 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 17. 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 18. Severability. Ifany 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 19. Effective Date. This resolution shall take effect immediately. Section 20. Filingof Resolution. The Clerk is hereby authorized and directed to see to the prompt filing of a certified copy ofthis resolution with the Circuit Court ofPulaski County, Virginia. EXHIBIT A FORM OF BOND REGISTERED No. R- REGISTERED UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA TOWN OF PULASHI GENERAL OBLIGATION PUBLIC IMPROVEMENT BOND, SERIES REGISTERED OWNER: PRINCIPAL AMOUNT: DATED DATE 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 (the "Bondholder"), or registered assigns or legal representative, the principal sum stated above, together with interest on the unpaid principal at the per annum rate of %. Principal of and interest on this Bond aze due and payable as follows: [Interest Rate and Payment Provisions] 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 appeazs on the 15th day ofthe month preceding each interest payment date on the registration books kept by the Page 6 of 11 Town Manager of the Town, as registrar (the "Registraz"). Upon final payment, this Bond shall be surrendered to the Registraz 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 (the "Public Finance Act"), and a resolution adopted (the "Bond Resolution") by the Council of the Town under the Public Finance Act. The Town will use the proceeds of the issuance and sale of this Bond, along with other available Town funds, to finance the costs of improvements to the industrial park of the Town and the costs of issuing this Bond. The full faith and credit of the Town aze irrevocably pledged for the payment ofthe 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 OBL[GATE 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 ofthe 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. The Council of the Town has designated this Bond as a "qualified tax-exempt obligation," within the meaning of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended. This Bond shall be subject to redemption or prepayment in accordance with the following provisions: [Redemption Provisions] If this Bond shall be called for partial redemption, upon its surrender a new Bond Page 7 of 11 representing the unredeemed balance of the principal amount will be issued to its registered owner. 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 beazing interest at rates corresponding to the maturities of and the interest rates on the installments of principal of this Bond then unpaid, subject in each case to such reasonable regulations as the Council of the Town or the Registraz 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 Registraz, 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 beazer. 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 ofprincipal, 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 has caused this Bond to be signed by the manual signature of its Mayor, its seal to be impressed on it and attested by Page 8 of 11 the manual signature of its Clerk, and this Bond to be dated the date stated above. (SEAL) TOWN OF PULASKI, VIRGINIA By: Mayor, T Pulaski ATTE~-T• ~ ~- ~n ~ i-Uns~ Clerk, Town of Pulaski Page 9 of 11 RESOLUTION 2011-20 The undersigned Clerk of the Council of the Town of Pulaski (the "Council"), hereby certifies that the foregoing constitutes a true and correct copy of a resolution adopted at a meeting of the Council held on October 4, 2011. I hereby further certify that such meeting was a regularly scheduled 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: Member Attendance Vote Mor an P. Welker Present A e H. M. Kidd Present A e David L. Clark Present A e Robert A. Bo Present A e Jose h K. Goodman Absent Absent Gre C. East Present A e WITNESS MY IIAND and the seal of the Council of the Town of Pulaski, Virginia, this ! ~~~ day of October, 2011. (SEAL) lPU' ~~ ~u~~~ Clerk Page 10 of 11