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HomeMy WebLinkAbout2012-21RESOLUTION 2012-21 RESOLUTION 2012-21 AUTHORIZING THE ISSUANCE AND SALE OF A GENERAL OBLIGATION AND WATER AND SEWER REVENUE BOND IN AN AMOUNT NOT TO EXCEED $2,156,159 OF THE TOWN OF PULASHI AND PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF WHEREAS, the Town of Pulaski, a political subdivision ofthe Commonwealth of Virginia (the "Town") is a political subdivision of the Commonwealth of Virginia; WHEREAS, pursuant to 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") is authorized to contract debts on behalf of the Town and to issue, as evidence thereof, bonds, notes or other obligations payable from either or both of a pledge of the revenues from the Town's water and sewer systems and a pledge of the Town's full faith and credit; WHEREAS, the Council has determined it is necessary and expedient to make capital improvements (the "Project") to the Town's sewer system and to borrow money and issue bonds for the purpose of financing a portion of the cost of the Project; and WHEREAS, on November 5, 2012, the Council held a public hearing on the proposed issuance ofthe bonds, in accordance with Section 15.2-2606 of the Act. BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF PULASKI: ARTICLE I DEFINITIONS Section 1.1. Definitions. Whenever used in this resolution, unless a different meaning clearly appeazs from the context: "Bondholder" shall mean the registered owner of the Bond. "Bond" shall mean the Town's general obligation and water and sewer revenue bond issued hereunder. "Closing Date" shall mean the date on which the Bond is delivered to the VRA upon payment, or first partial payment, of the purchase price therefor. "Fund" shall mean the Virginia Water Facilities Revolving Fund, its successors and assigns. "System" shall mean all plants, systems, facilities, equipment or property, including but not limited to the Project, owned, operated or maintained by the Town and used in connection with the collection, storage, treatment or distribution of water or the collection and treatment of wastewater. "VRA" shall mean the Virginia Resources Authority, as Administrator of the Fund. ARTICLE II ARTICLE II AUTHORIZATION OF PROJECT Section 2.1. Proiect. The Council hereby determines that it is necessary and expedient for the Towu to undertake the Project and to borrow money for such purposes and to issue its general obligation and water and sewer revenue bond therefor. ARTICLE III AUTHORIZATION, FORM, EXECUTION, DELIVERY, REGISTRATION AND REDEMPTION OF BOND Section 3.1. Authorization of the Bond. It is hereby determined to be advisable, necessary and expedient for the Town to borrow an amount not to exceed $2,156,159 (the "Maximum Amount"), to provide funds, together with other funds that maybe available, to finance the Project, and to pay the costs of issuing the Bond. Pursuant to the Act, there is hereby authorized to be issued and sold to the VRA a general obligation and water and sewer revenue bond of the Town in a principal amount not to exceed the Maximum Amount. The Bond will provide for principal advances to be made and noted on the Bond from time to time as funds aze advanced by the VRA underthe Bond. Section 3.2. Details of the Bond. (a) The Bond shall be issued as a single, fully registered bond without coupons, shall be numbered R-1, and shall bear no interest. The principal of the Bond shall be payable semi-annually in the amounts and on the dates established in accordance with subsection (b) below. (b) Each of the Mayor or Vice-Mayor is hereby authorized to determine and approve all of the other final details of the Bond, including, but not limited to, its description and series designation, dated date, original principal amount, the payment dates of principal, and the amount of each principal payment, provided that the original principal amount of the Bond shall not exceed the Maximum Amount and the due date of the last installment of principal is not later than 25 yeazs after the date of the Bond. Such officer's determination and approval ofthe fmal details of the Bond shall be evidenced conclusively by such officer's execution and delivery of the Bond in accordance with Sections 3.3 and 3.7 hereof. Section 3.3. Execution of Bond. The Bond shall bear the manual signature of the Mayor or Vice-Mayor and shall beaz a manually impressed or imprinted facsimile of the seal of the Town attested by the manual signature of the Town Clerk. 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 such officer 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 such Bond although at the date of such Bond such persons may not have been such officers. Section 3.4. Form of Bond. The Bond shall be in substantially the form attached hereto as Exhibit A, with such vaziations, insertions and omissions as shall be consistent herewith, the execution and delivery of the Bond constituting conclusive evidence that any variations, insertions and omissions aze consistent herewith. Upon request of the VRA, the Town shall arrange to have prepazed, executed, authenticated and delivered in exchange as soon as typewrnten rotor, m aenommahons of $5,000 and multiples thereof, except for one bond which maybe issued in an practicable bonds in printed form in an aggregate principal amount equal to the unpaid principal of the Bond in typewritten form, in denominations of $5,000 and multiples thereof, except for one bond which maybe issued in an odd denomination of not less than $5,000, of the same form and maturity and registered in such names as requested by the VRA or its duly authorized attorney or legal representative. The typewritten bond surrendered in any such exchange shall be canceled. Section 3.5. Bond Re istraz. The Clerk of the Town is hereby appointed Bond Registrar for the Bond. Section 3.6. Reeistration. Transfer and Exchange. The Town shall cause books for the registration and transfer of the Bond (and any printed bond or bonds issued in substitution for it in accordance with Section 3.4 above) to be kept at the office of the Bond Registraz, 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 Registrar may prescribe. Transfer of the Bond or any printed bond issued in substitution for it may be registered upon books maintained for that purpose at the office of the Bond Registrar. Prior to due presentment for registration of transfer, the Bond Registraz shall treat the registered owner as the person exclusively entitled to payment of principal and the exercise of all other rights and powers of the owner. Section 3.7. Prepazation and Awazd of Bond. After consideration ofthe methods of sale of the Bond and the current state of the municipal bond mazket, the Council hereby determines that it will be in the best interests of the Town to accept the offer of the VRA to purchase the Bond, and the Bond is hereby awazded to the VRA in accordance with the Financing Agreement described in Section 3.8 hereof. Each of the Mayor, the Vice-Mayor, and the Clerk of the Town are hereby authorized and directed to take all proper steps to have the Bond prepazed and executed in accordance with its terms and to deliver the Bond to the VRA in accordance with the terms of the Financing Agreement, as defined hereafter. Section 3.8. Authorization of Financing Agreement and Other Matters. The Financing Agreement between the VRA and the Town (the "Financing Agreement"), the form of which has been presented to the Council at this meeting and filed with the records of the Council, is approved. Each of the Mayor and Vice-Mayor ofthe Town is authorized to execute and deliver on behalf of the Town the Financing Agreement in substantially the form submitted to the Council, with such changes, insertions or omissions as may be approved by the Mayor or Vice Mayor, whose approval shall be evidenced conclusively by the execution and delivery of the Financing Agreement. Each of the Mayor, the Vice-Mayor, the Clerk and any other officer of the Town is authorized to execute and deliver on behalf of the Town such other instruments, documents or certificates ,and to do and perform such things and acts, as they shall deem necessary or appropriate to carry out the transactions authorized by this resolution or contemplated by the Bond or the Financing Agreement, and all of the foregoing, previously done or performed by such officers of the Town, aze in all respects approved, ratified and confirmed. Section 3.9. Constitutional Authority. The Bond shall be issued under the provisions of Article VII, Section 10(a) of the Constitution of Virginia (other than Subsection (2) thereof). The principal of the Bond shall be payable from (a) the revenues derived from the operation of the Town's System pursuant to the Financing Agreement, and (b) 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 aze not lawfully available and appropriated for Bach purpose. Section 3.10. Election of Applicable Law. To the extent permitted by Section 15.2-2601 of the Act, the Council elects that the Bond will be issued under the provisions of the Act without regazd to the requirements, restrictions or provisions contained in any charter or local or special act applicable to the Town. 3 ARTICLE IV PARTICULAR COVENANTS Section 4.1. Payment of the Bond. The Town shall pay promptly, as provided herein, the principal 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 4.2. Pledge of Full Faith and Credit Tax Rate Covenant. The full faith and credit of the Town aze irrevocably pledged for the payment of principal of the Bond. The Council hereby covenants and agrees that so long as the Bond is outstanding, unless other funds are lawfully available and appropriated for timely payment off the Bond, the Council will levy and collect annually, at the same time and in the same manner as other taxes of the Town are assessed, levied and collected, over and above all other taxes authorized or limited by law, an ad valo em tax, without limitation as to rate or amount, on all the taxable property in the Town in an amount sufficient to pay principal of the Bond as the same becomes due and payable. Section 4.3. Pledge of Revenues. To the extent provided in the Financing Agreement, revenues derived from the System shall be pledged to the payment of the Bond. Such pledge shall be on parity with any pledge of revenues of the System to the payment of the principal of or interest on the Existing Parity Bonds, as defined in the Financing Agreement. ARTICLE V MISCELLANEOUS Section 5.1. Contract with Bondholders. The provisions of this resolution shall constitute a conrtact between the Town and the Bondholder for so long as the Bond is outstanding. Section 5.2. Authority of Officers and Agents. The officers and agents of the Town shall do all acts and things required of them by 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 aze 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 Bond. 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, member of Council, or agent of the Town in his or her individual capacity, and no officer of the Town or member of Council executing the Bond shall be liable personally on the Bond or be subject to any personal liability or accountability by reason ofthe 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 5.4. 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 5.5. Headines. Any headings in this resolution aze solely for convenience of reference and shall not constitute a part of the resolution nor shall they affect its meaning, construction or effect. Section 5.6. Severabilitv. If any court of competent jurisdiction shall hold any provision ofthis resolution to be invalid and unenforceable, such holding shall not invalidate any other provision hereof. Section 5.7. Effective Date. This resolution shall take effect immediately. All ordinances, resolutions or parts thereof in conflict herewith aze hereby repealed. Section 5.8. Filine of Resolution. The Clerk is hereby authorized and directed to see to the prompt filing of a certified copy of this resolution with the Circuit Court of Pulaski County, Virginia. EXHIBIT A No. R-1 UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA TOWN OF PULASKI GENERAL OBLIGATION AND WATER AND SEWER REVENUE BOND Series The Town of Pulaski, a political subdivision of the Commonwealth of Virginia (the "Borrower"), acknowledges itself indebted and for value received, hereby promises to pay to the order of the Virginia Resources Authority, as Administrator of the Virginia Water Facilities Revolving Fund, Richmond, Virginia (the "VRA") or its legal representative or registered assigns, the principal sum equal to the aggregate amount of principal advances made and noted on the Schedule of Principal Advances below, but not to exceed Dollazs ($ ), without interest, as follows: Commencing 1, and continuing semi-annually thereafter on 1 and 1 in each year, principal due under this Bond shall be due and payable in equal installments of $ with a final installment of $ due and payable on 1, 20 ,when if not sooner paid, all amounts due under this Bond shall be due and payable in fiill. If principal disbursements up to the maximum authorized amount of this Bond are not made, the principal amount due on this Bond shall not include such undisbursed amount. However, unless the Borrower and VRA agree otherwise in writing, until all amounts due under this Bond shall have been paid in full, less than full disbursement of the maximum authorized amount of this Bond shall not postpone the due date of any semi-annual installment due hereunder or change the amount of such installment unless the principal amount due under this Bond is less than the amount of such installment. In addition, if any installment of principal is not received by the registered owner of this Bond within ten (10) days from its due date, the Borrower shall pay to the registered owner of this Bond a late payment change in an amount equal to five percent (5.00%) of such overdue installment. Principal and other sums hereunder aze payable in lawful money of the United States. No notation is required to be made on this Bond of the payment of any principal on normal installment payment dates or of any prepayments of principal. HENCE, THE FACE AMOUNT OF THIS BOND MAY EXCEED THE PRINCIPAL SUM REMAINING OUTSTANDING AND DUE HEREUNDER. A-1 This Bond is issued pursuant to the Public Finance Act of 1991 and a resolution duly adopted by the Council ofthe Town of Pulaski on ,under the Constitution and the statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, and pursuant to the terms of a financing agreement (the "Financing Agreement") between the VRA and the Borrower to evidence a loan by the VRA to the Borrower to finance the Project Costs (as defined in the Financing Agreement). The obligations of the Borrower under this Bond shall terminate when all amounts due and to become due pursuant to this Bond and the Financing Agreement have been paid in full. The full faith and credit of the Borrower aze irrevocably pledged for the payment ofprincipal of this Bond. The resolution adopted by the Council of the Borrower authorizing the issuance of this Bond provides, and Section 15.2-2624 of the Code of Virginia of 1950, as amended, requires, that there shall be levied and collected an annual tax upon all taxable property in the Town of Pulaski subject to local taxation sufficient to provide for the payment of the principal of this Bond as the same 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 of Pulaski, to the extent other funds of the Borrower aze not lawfully available and appropriated for such purpose. In addition, revenues ofthe Town's sewer system aze pledged to the payment of the principal of this Bond, to the extent provided in the Financing Agreement. Transfer of this Bond may be registered upon the registration books of the Bond Registraz. Prior to due presentment for registration of transfer of this Bond, the Bond Registraz shall treat the registered owner as the person exclusively entitled to payment of principal hereof and the exercise of all other rights and powers of the owner. This Bond is not subject to optional prepayment except to the extent and on the terms set forth in the Financing Agreement. If an Event of Default (as defined in the Financing Agreement) occurs, the principal of this Bond maybe declazed immediately due and payable by the holder by written notice to the Bonower. Notwithstanding anything in this Bond to the contrary, in addition to the payments of the principal provided for by this Bond, the Borrower shall also pay such additional amounts, if any, which may be necessary to provide for payment in full of all amounts due under the Financing Agreement. 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 due time, manner and form as required. IN WITNESS WHEREOF the Borrower has caused this Bond to be signed by its Mayor and its seal to be impressed hereon and attested by its Clerk. Town of Pulaski A-2 SPECIMEN [DO NOT SIGN] By: Mayor, Town of Pulaski (SEAL) ATTEST: SPECIMEN [DO NOT SIGN] Clerk, Town of Pulaski A-3 SCHEDULE OF PRINCIPAL ADVANCES The amount and date of principal advances not to exceed the face amount hereof shall be entered hereon by an authorized representative of the V RA when the proceeds of each such advance aze delivered to the Borrower. AMOUNT DATE AUTHORIZED SIGNATURE A-4 The undersigned Clerk of the Town of Pulaski, Virginia, hereby certifies that (a) the foregoing constitutes a true, complete and correct copy of a resolution adopted by the Council at a meeting of the Council held on November 5, 2012, (b) such meeting was a duly called and held regular meeting, and (c) during the consideration of the foregoing resolution, a quorum was present. I hereby further certify that the minutes of such meeting reflect how each member of Council present at the meeting voted with respect to the adoption of the foregoing resolution as follows: Member Attendance Vote Jeffre S. Worrell, Ma or Present N/A David L. Clark Present A e H. M. Kidd Present A e Jose h K. Goodman Present A e James A. Radcliffe Present A e Gre o C. East Present A e Heather L. Steele Present A e Clerk, Town of Pulaski, Virginia (SEAL) uanl Izs 015298.0008