Agenda 07/26/2005 - Laserfiche WebLink

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an average useful life of such portions). The Council tw determined that Ihe Maninsville School Board is applying to the Literary Fund ofthc Commonwealth for kmg-term financing of the School Project, and the Council anticipates thai it will approve such application for submission to the Dq>artment of Education of the Commonwealth. lbe Council expec&5 thai the principal of the Note shall be paid. prepaid or redeemed from proceeds of such long-Ienn Literary Fund financing of the School Project or other available long-term financing. provisions ol'the Financing Agreement and the Note and Bond Purchase Agreement, and Ihe Nole shall mature on the Nole Maturily Dale. Commencing on January 1 S, 2006 and the 15th day of each July and January lhereafter to the Note Maturity Dale, interest only payments on the Note shall be due at the rate or rates set forth above. The principal balance or balances outstanding on the Note and unpaid interest accrued thereon at the rate or rates set forth above shaH be due and payable in full on January 15, 2009. The Note is subject to redemption prior to maturity at the option of the Council at any time, in whole or in part, at a redemplion price equal to 100% of the principal amount of the Note to be redeemed, plus interest accrued to the redemption date. (b) The Council hereby finds and determines that (i) (he City is in need: of funds to be used by the City for purposes of the acquisition, construction and equipping of renovations, additions and improvements to the City of Martinsville Landfill, including corrective action plan construction mandated by environmental regulations and closure ofthc Landfill mandated by environmenlaJ regulations (together, tile "Landfill Project"), for costs of issuance of the Bond and for the payment of interest on the Bond, (ii) the obtaining of such funds will be for municipal purposes of the City for the welfare ofeitizens of the City for purposes which will serve the CIty and its citizens pursuant to the authority of the City to provide funds for and otherwise provide and operate solid waste management facilities and support the City's municipal purposes, (iii) the most effective, efficient and expedient manner in which 10 provide such funds is by general obligation bonds in the maximum principal amount ofS2,500,OOO issued by the City as further described herein (the "DODd") to be sold to the Bank, which has offered to purchase the same on certain terms and conditions pursuant to the Bank's proposal, the Bond and Note Purchase Agreement and the Financing Agreement, the forms of which have been presented to the City Council, the issuance of such Bond being within the power of the City to contract debts, borrow money and make and issue evidence of indebtedness and (iv) the issuance of the Bond in the best interests of the City and its citizens. The Council hereby finds and determines thai the probable useful life of the Landfill Project, and any and all portions of the Landfill Project, exceeds twenty-five years and that the Bond is payable and shall mature within the probable useful life of the Landfill Project and the probable useful life of any and all portions of the Landfill Project (whether considered alone or as an average useful life of such portions). The Council further detennines that both the Note and the Bond are payable and shall mature within the average probable useful Jife of the School Project and the Landfill Project considered together. The Note is hereby authorized to be issued under the City Charter and the Act. The Note shall bear interest from the date on which it is authenticated. lnterest on the Note shall be computed on the basis of3()...day months and a 360-day year Principal of. md interest on, the Note shall be payable in lawful money of the United States of America. Principal of and interest on the Note shall be payable by check or draft mailed to the regislered owner thereof at its address. The Note shall be printed, lithographed or typewritten and shall be substantially in the fonn herein below set forth, with such appropriate variations, omissions and insenions as are permitted or required by this Ordinance, including such variations, insertions and omissions as shall be necessary to issue the Note under a system of book-entry for recording the o'Mlership and transfer of ownership of lights to receive payments of pnncipal of and interest on the Note and may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. If any principal of, or interest on, the Note is not paid when due (whether at maturity, by acceleration or call for redemption, or otherwise), then, to the extent permitted by law, the overdue installments of principal shall bear interest until paid at the same rate or rates as set forth in the Note. SectioD 3 AuthoriZlltioD. Form and Details of the Notc and tbe Bond The Note shall be signed by the facsimile or manual signature of the Mayor. The facsimile of the City's seal shall be printed thereon or manually impressed thereon and attested by the facsimile or manual signature of the Cleric In case any officer whose signature or facsimile of whose signature shall appear on the Note shall cease to be such officer Otj, .rc delivery of the Note, such signature or facsimile shall nevertheless be valid and suffle I ((11 purposes, the same as ifhe remained in office until such delivery. The Note may bear the facsimile signature of or may be signed by such persons as at the actual time oflhe execulion thereof shall be the proper officers to sign the Note although on the date of delivery oflhe Note such persons may not have been such officers. (a) There is hereby authorized (0 be issued a general obligation note of the City in Ihe aggregate principal amount of up to S2,500,OOO for municipal pwposes as described in Section 2 (a) above. The Note authorized herein shaH be designated "General Obligation Note (School Project), Series 2005," shall be issuable as a fully registered note, without coupons, shall be dated the Closing Date, shall be numbered R-I, shall bear interest payable on the Note Payment Dates at a rate per annum of2.92% on the First Note Advance (defined in the Financing Agreement) and at the rate or rates per annum calculated as follows on each Subsequent Note Advance (defined in the Financing Agreement): 78% of the average yield between a 3 year U.S Treasury Certificate and a 4 year U.S. Treasury Certificate, calculated as of the day before the Subsequent Note Advance is made; all m accordance with the provisions herein and the The Note shall bear a certificate of authentIcatIon in lhe fonn set forth below dulv executed by the Registrar. T~e Registrar shall authentica~e the Note with the signalu;c of"an aUlhorized officer oft~e Reglslrar. Only the authenlicated Note shall be entitled to any lighl or benefit under this Ordinance, and such certi ficate on the Note issued hereunder shall be. conclusive evidence thai the Note has been duly issued and is secured by the provisions hereof CUSlP identification numbers may he plinted on the Note, but such numbers shall not be deemed to be a part of the Note or a part of the contract evidenced thereby and no liability shall hereaOer attach to the City or any of the officers or agents thereof because or on account of said CUSIP numbers. The Paying Agent shall act as Registrar and shall maintain Registration Books for the registration and the registration of transfer of the Note. The City Treasurer is hereby designated and. authorized to act as Paying Agent and Registrar hereunder. The transfer ofthe Note may be regtstered only on the books kept for the registration and registration of transfer of the Nole upon surrender thereof to the Registrar together with an assignment duly executed by the registered Noteholder in person or by his duly authorized attorney or legal representative in such fonn as shall be satisfactory to the Registrar. Upon any such transfer. the City shall execute and the Registrar shall authenticate and deliver, in ex.change of the Note, a new registered Note registered in the name of the transferee oflhe same series, maturity and interest rate as the Note so exchanged in any denomination or denominations authorized by this Ordinance. The NOle, the Certificate of Authentication and the provision for the assignment to be inserted in the Note shall be substantially in the following form, to-wil' "FORM OF NOTE" No. R-I UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA. CITY OF MARTINSVILLE The Registrar shall not be required 10 make any such registration or registration of transfer during the thirty (30) days immediately preceding the any Note Payment Dale or a redemption date GENERAL OBLIGATION NOTE (SCHOOL PROJECT). SERIES 2005 Prior to due presentment for regislrallon of transfer for the Note, the Registrar shall tr~al the register~ Noteholder as the person exclusively enlitled to payment of principal of, premium. If any, and mterest on, the Note and the exercise of all other rights and powers of the Noteholder Dated: __,2005 Registered Holde..-: PATRICK HENRY NATIONAL BANK Maturity Date: January 15, 2009 If the Note has been mutilated, lost or destroyed, the City shall execute and the Registrar shall authenticate and deliver a new Note of like date and tenor in exchange or substitution for, and upon canceJIation of, such mutilated Note or in lieu of and in substitution for such lost or destro~ Note; provided, however, that the City and the Registrar shall execute, autheoticale ~ deliver such Note onJy if the Noteholder has paid the reasonable expenses and cbarges of the City and the Registrar in connection therewith and, in the case of a lost or destroyed Note has furnished to the City and the Registrar (a) evidence satisfactory to them that such Note w~ losl or destroyed and the Noteholder was the Owner thereof and (b) indemnity satisfaclory to them If the Note has matured, instead of issuing a new Note, the Registrar may pay the same without surrender thereof upon receipt of the aforesaid evidence and indemnity Maximum Priacipal Sum to be Oisbuned: 52,500,000 If the Nole has been paid (whether at maturity, by acceleration or otherwise) or delivered to the Paying Agent for cancellation, the Note shall nol be reissued and the Registrar shall, unless otherwise directed by the City, cremate, shred or otherwise dispose of the Note. The Registrar shall deliver to the Ci1y a certificate of any such crematIon, shredding or other dispositIon of the Nole KNOW ALL MEN BY THESE PRESENTS. that the City of Martinsville, Virginia (bereiadter sometimes referred to as tbe "City"), a City of the Commonwealth of Virginia, for value received hereby promises to pay to the registered holder (named above), or assigns, on the Maturily Date (specified above), subject to prepayment or prior redemption as hereinafter provided, the sum equal to the amount of principal advances made hereunder but not to exceed the maximum principal sum specified above on the Maturity Date, and to pay interest on the disbursed and unpaid principal balance until payment of the entire disbursed principal sum, from the date of authentication hereof, as follows: Commencing on January IS, 2006 and the 15th day of each July and January thereafter to the Maturity Date, interesl only payments al the rate or rates as follows: the principal balance of the First Note Advance (defined in the Financing Agreement, defined below) shall bear interesl at the rate 0(2.92% and the principal balance of each Subsequent Note Advance (defined in the Financing Agreemenl) shall bear interest as follows: 78% of the average yield between a J year U.S. Treasury Certificate and a 4 year U.S. Treasury Cenificale, calculated as of the day before