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HomeMy WebLinkAbout2014-14RESOLUTION 2014-14, AUTHORIZING THE ISSUANCE AND SALE OF A GENERAL OBLIGATION AND WATER AND SEWER REVENUE BOND IN AN AMOUNT NOT TO EXCEED $2,487,968 OF THE TOWN OF PULASHI AND PROVIDING FOR THE FORM, DETAILS AND PAYMENT OF THE BOND The Town of Pulaski (the "Town"), pursuant to the Public Finance Act of 1991 (Chapter 26, Title 15.2, Code of Virginia of 1950, as amended) (the "Act"), is authorized to contract debts and to issue evidence of the debt in the form of bonds, notes or other obligations payable from a pledge of the 'Town's full faith and credit and of revenues derived from the Town's water and sewer system. The Council of the Town has determined it is necessary and expedient to undertake capital improvements to the Town's water treatment plant (the "Project") and to borrow money and issue a bond for the purpose of financing costs of the Project. On March 25, 2014, the Council held a public hearing on the proposed issuance of the bond, in accordance with Section 15.2-2606 of the Act. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF PULASKI: ARTICLE I DEFINITIONS Section l.l. Definitions. Whenever used in this resolution, unless a different meaning clearly appears from the context: "Bond" shall mean the Town's bond issued under this resolution. "Financing Agreement" shall mean the Financing Agreement between the VRA and the Town executed in connection with the issuance of the Bond. "Fund" shall mean the Virginia Water Supply Revolving Fund, its successors and assigns. "VRA" shall mean the Virginia Resources Authority, as Administrator of the Fund. ARTICLE II AUTHORIZATION OF PROJECT Section 2.1. Project. The Council determines that it is necessary and expedient for the Town to undertake the Project and to borrow money for such purposes and to issue its general obligation bond to provide proceeds to pay costs of the Project and costs of issuing the bond. ARTICLE III AUTHORIZATION, FORM, EXECUTION, DELIVERY, REGISTRATION AND REDEMPTION OF BOND Section 3.1. Authorization of the Bond. It is determined to be advisable, necessary and expedient for the Town to borrow an amount not to exceed $2,487,968 (the "Maximum Amount"), to provide funds, together with other funds that may be available, to finance the Project, and to pay the costs of issuing the Bond. Pursuant to the Act, there is authorized to be issued and sold to 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 are advanced by the VRA under the 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 interest at the rate or rates established in accordance with subsection (b) below. The principal of and interest on the Bond shall be payable in the amounts and on the dates established in accordance with subsection (b) below. (b) Each of the Mayor or Vice-Mayor is 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 Cost of Funds (as defined in the Financing Agreement), and the payment schedule, provided that the original principal amount of the Bond shall not exceed the Maximum Amount, the Cost of Funds on the Bond shall not exceed 2.50% per annum, and the due date of the last installment of principal is not later than 3 5 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 of the Bond in accordance with Sections 3.3 and 3.7 of this resolution. Section 3.3. Execution of Bond. The Bond shall bear the manual signature of the Mayor or Vice-Mayor and shall bear a manually impressed or imprinted facsimile of the seal pf the Town attested by the manual signature of the Town Clerk. Incase 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 persons as at the actual time of the execution of it 2 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 shown below, 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: No. R-1 UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA $[amount] TOWN OF PULASKI [date] GENERAL OBLIGATION AND WATER AND SEWER REVENUE BOND Series [year] The Town of Pulaski, a political subdivision of the Commonwealth of Virginia (the "Town"), acknowledges itself indebted and, for value received, promises to pay to the order of the Virginia Resources Authority, as Administrator of the Virginia Water Supply Revolving Fund, Richmond, Virginia (the "VRA") or its legal representative or registered assigns, the principal sum equal to the aggregate amount of principal advances made and noted on the Schedule of Principal Advances below, but not to exceed [amount] Dollars ($[amount]), with interest (the "Cost of Funds"), including the part of interest allocable to the annual administrative fee payable as set forth in Section 6.1 of the "Financing Agreement" defined below, on the unpaid principal from the date of each principal advance shown on the attached Certificate of Principal Advances until payment of the entire principal sum at the annual rate of _%. The principal of and the Cost of Funds on this Bond shall be due and payable as follows: The Cost of Funds only on all amounts disbursed under the Bond shall be due and payable on [date] .Commencing [date] and continuing semiannually thereafter on [date] and [date] in each year, principal of and the Cost of Funds on this Bond shall be due and payable in equal installments of $ [amount] with a final installment of $ [amount] due and payable on [date]; provided however, that if principal advances up to the maximum authorized amount are not made, the principal amount due on this Bond shall not include such undisbursed amount. However, unless the Town and VRA agree otherwise in writing, until all payments due hereunder 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. If not sooner paid, all amounts under this Bond shall be due and payable in full on [date]. In addition, if any installment of principal of or Cost of Funds on this Bond is not received by the registered owner of this Bond within ten (10) days from its due date, the Town shall pay to the registered owner of this Bond a late payment charge in an amount equal to five percent (5.00%) of such overdue installment. Principal of and Cost of Funds on this Bond and other sums hereunder are 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. This Bond is issued pursuant to the Public Finance Act of 1991 and a resolution duly adopted by the Council of the Town of Pulaski, Virginia, on [date], 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 dated as of [date] (the "Financing Agreement"), between VRA and the Town to evidence a loan by VRA to the Town to finance the Project Costs (as defined in the Financing Agreement). The obligations of the Town 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 Town are irrevocably pledged for the payment of principal of and Cost of Funds on this Bond. The resolution adopted by the Council of the Town 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 subject to local taxation sufficient to provide for the payment of the principal of and Cost of Funds on 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, to the extent other funds of the Town are not lawfully available and appropriated for such purpose. In addition, revenues of the Town's water and sewer system are pledged to the payment of the principal of and Cost of Funds on this Bond, to the extent provided in the Financing Agreement. Such pledge is on parity with the pledge of such revenues, if any, to the payment of the principal of and interest on the Town's $2,156,159 General Obligation and Water and Sewer Revenue Bond, Series 2012. Transfer of this Bond may be registered upon the registration books of the Bond Registrar. Prior to due presentment for registration of transfer of this Bond, the Bond Registrar shall treat the registered owner as the person exclusively entitled to payment of principal and Cost of Funds on this Bond and the exercise of all other rights and powers of the owner. This Bond is subject to optional prepayment, as set forth in the Financing Agreement. If an Event of Default (as defined in the Financing Agreement) occurs, the principal of and Cost of Funds on this Bond may be declared immediately due and payable by the holder by written notice to the Town. 4 Notwithstanding anything in this Bond to the contrary, in addition to the payments of the principal and Cost of Funds provided for by this Bond, the Town 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 Town 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 By: BOND FORM NOT FOR SIGNATURE Mayor, Town of Pulaski (SEAL) ATTEST: BOND FORM NOT FOR SIGNATURE Clerk, Town of Pulaski SCHEDULE OF PRINCIPAL ADVANCES The amount and date of principal advances not to exceed the face amount of the Bond shall be entered hereon by an authorized representative of VRA when the proceeds of each such advance are delivered to the Town. AMOUNT DATE AUTHORIZED SIGNATURE 5 Upon request of VRA, the Town shall arrange to have prepared, executed, authenticated and delivered in exchange as soon as 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 istrar. The Treasurer of the Town is appointed Bond Registrar for the Bond. Section 3.6. Registration, 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 Registrar, and the Council instructs the Bond Registrar 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 Registrar shall treat the registered owner as the person exclusively entitled to payment of principal of and Cost of Funds on this Bond and the exercise of all other rights and powers of the owner. Section 3.7. Preparation and Award of Bond. After consideration of the methods of sale of the Bond and the current state of the municipal bond market, the Council determines that it will be in the best interests of the Town to accept the offer of VRA to purchase the Bond, and the Bond is awarded to VRA in accordance with the Financing Agreement described in Section 3.8 of this resolution. Each of the Mayor, the Vice-Mayor, the Treasurer and the Clerk of the Town are authorized and directed to take all proper steps to have the Bond prepared and executed in accordance with its terms and to deliver the Bond to VRA in accordance with the terms of the Financing Agreement, as defined hereafter. Section 3.8. Authorization of Financing Agreement Funding Agreement and Other Matters. The Financing Agreement between VRA and the Town (the "Financing Agreement") and the Funding Agreement between the VRA and the Authority (the "Funding Agreement"), the forms of which have been presented to the Council at this meeting and filed with the records of the Council, are approved (the "Financing Agreement"). Each of the Mayor, Vice-Mayor and Town Manager of the Town is authorized to execute and deliver on behalf of the Town the Financing Agreement and Funding Agreement in substantially the forms submitted to the Council, with such changes, insertions or omissions as maybe approved by the Mayor, Vice Mayor or Town Manager, whose approval shall be evidenced conclusively by the execution and delivery of the Financing Agreement or Funding Agreement, as applicable. The acceptance by the Town of grants from governmental agencies to fund the Project is approved and authorized. Each of the Mayor, Vice- Mayor, Town Manager, Clerk and any other officer of the Town is authorized to execute and deliver on behalf of the Town such grant agreements and 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 6 transactions authorized by this resolution or contemplated by the Bond, Financing Agreement or Funding Agreement, and all of the foregoing, previously done or performed by such officers of the Town, are 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 and Cost of Funds on the Bond shall be 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 lawfully available and appropriated for such 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 regard to the requirements, restrictions or provisions contained in any charter or local or special act applicable to the Town. ARTICLE IV PARTICULAR COVENANTS Section 4.1. Payment of the Bond. The Town shall pay promptly, as provided herein, the principal of and Cost of Funds on the Bond. Nothing in the Bopd or in this resolution shall be deemed to create or constitute an indebtedness of the Commonwealth of Virginia or any of its political subdivisions other than the Town, or a pledge of the full faith and credit of the Commonwealth of Virginia or of any of its political subdivisions other than the Town. Section 4.2. Pledge of Full Faith and Credit. For the prompt payment of the principal of , premium, if any, and Cost of Funds on the Bond as the same shall become due, the full faith and credit of the Town are irrevocably pledged. In each year 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, premium, if any, and Cost of Funds on, the Bond as such principal, premium, if any, and Cost of Funds 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 are not lawfully available and appropriated for such purpose. 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 principal of and Cost of Funds on the Bond. Such pledge shall be on parity with any pledge of revenues of the System to the payment of the "Existing Parity Bonds" as defined in the Financing Agreement. ARTICLE V MISCELLANEOUS 7 Section 5.1. 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 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 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 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 of the issuance of the Bond. 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 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 5.5. 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 5.6. 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 of this. resolution. Section 5.7. Effective Date; Repealer. This resolution shall take effect immediately. All ordinances, resolutions or parts thereof in conflict with this resolution are repealed. Section 5.8. Filing of Resolution. The Clerk is authorized and directed to see to the prompt filing of a certified copy of this resolution with the Circuit Court of Pulaski County, Virginia. 8 ********** The undersigned Clerk of the Town of Pulaski, Virginia, 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 March 25, 2014, (b) such meeting was a special meeting, duly called and held, and (c) during the consideration of the foregoing resolution, a quorum was present. I 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 Jeffrey S. Worrell, Ma or Present Aye 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 Aye Heather L. Steele Present Aye ~~ tel.%'t Clerk, Town of Pulaski (SEAL)