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<br />ATTACHMENT A
<br />
<br />Be it Ordained by the City Council oflhe City of MartinsviJle, Vlrgima
<br />
<br />Section I
<br />
<br />Definitions
<br />
<br />Unless the context shall clearly indicate some other meaning. the [ollowing words and
<br />Icnns shall for all purposes of the Ordinance and of any certificate. resolution or other instrument
<br />amendatory thereof or supplementallhcrcto for all purposes of any opinion or instrument or
<br />olher documents therein or herein mentioned. ha\'c the following meanings:
<br />
<br />"AcC" shall mean the Public Finance Act, Chapter 26. Title 15.2 orthe Code of Virginia
<br />of 1950, as amended
<br />
<br />"8aak" shall mean Patrick Henry National Bank. Bassett, Virginia.
<br />
<br />CITY OF MARTlNSVILLE, VIRGINIA
<br />
<br />"Boad" shall mean the City's General Obligation Refunding Bond, Series 2005, in the
<br />aggregate prim:ipal amount of up to 52.800.000, authorized 10 be issued hereunder
<br />
<br />AN ORDINANCE AUTIIOIUZING TilE ISSUANCE OF UI' TO $2,800,000 ~IAXIMUM
<br />rRlNCU'AL AMOUNT OF GENERAL OULlGATION UONDS OF TilE CITY m'
<br />MARTINSVILLE, VIRGINIA FOR TilE I'URI'OSE OF REFUNDING A l'OIUION OF
<br />TilE CITY'S $4.145,000 GENERAL OULlGATION IlliFUNUlNG UONDS, SERIES 1999
<br />AND I'IWVIDING FOR TilE FORM, DETAILS AND I'AYMENT T1IEREOF
<br />
<br />....Bondholder.. shall mean Ihe registered holder of the Bond
<br />
<br />"Bond Counsel" shall mean Sands. Anderson, Marks & Miller, a Professional
<br />Corporation or another altomey or firm of altorneys nationally rC(:ognized on the subject of
<br />municipal bonds selected by the City
<br />
<br />"Bond Fund" shall mean the Bond Fund established hy Scction 6
<br />
<br />"Bond Maturity Date" shall mean July 15,2019
<br />
<br />"Bond Payment Date" shall mean the 15th day of each January and July, beginning
<br />January 15,1006. up to and including the Bond Maturity DaIC.
<br />
<br />....Bond Proceeds Fund" shall mean lhe Bond Proceeds Fund established by Section 4
<br />
<br />"Business D3"" shall mean any Monday, Tuesday, Wednesday. Thursday or Friday on
<br />which commercial banks generally are open for business in the Commonwealth of Virginia.
<br />
<br />"City" shall mean the City of Martins\-llle, Virginia.
<br />
<br />Adoptl'd 011 ^ugu~t 23, 20U5
<br />
<br />"City Charter" shall mean the Cny Charter of the Cily of Martins\'illc. Virginia. as
<br />amended.
<br />
<br />"CierI.;" shall mean the Clerk of tile Councilor the Deputy Clerk of the Council.
<br />
<br />VlnCitlll., .,
<br />In GIlt' t.; rA.:lftln~..,'!l;t' C;lC~i'; Coui'l
<br />C!mt;':; ()~!I:~~~'V:~J~)d !:.~.~ r:1S
<br />~O<lt o! J-m_ __,Q!).QS
<br />HI /0:.),5 . ,
<br />To",o hlu, _ _ 'ddLMld-c1"'k
<br />
<br />"Closing Date" shall mean the date on which the Bond is issued and delivered to the
<br />Bondholder
<br />
<br />Section 2
<br />
<br />Findinl!s and Determinations
<br />
<br />(i) if the Bond is canceled by the City al or before such date;
<br />
<br />The Council hereby finds and determines that (i) the City is in need of funds to be used
<br />by the City to realize significant debt service savings by advance refunding a portion of the
<br />City's $4,145,000 General Obligation Refunding Bonds, Series 1999 (the "Series 1999
<br />BODds"), which were issued for the current refunding of the outstanding principal amount of
<br />$2,000,000 oflhe City's $2,000,000 General Obligation School Bond, Series 1997 issued for
<br />capital expenditures for school purposes (tbe "School Project") and for the current refunding of
<br />the outstanding principal amount of$2,OOO,OOO of the City's $2,000,000 General Obligation
<br />Note (Redevelopment and Public Property Improvemenl Project), Series 1998 issued for
<br />purposes of making a grant or grants to the City's Redevelopment and Housing Authority (the
<br />"'Autborlty"') for capital expenditures and the acquisition. construction and equipping of
<br />additions and renovations to City of Martinsville public property (together, tbe
<br />"Redevelopment aad Public Property ProJect"'), for costs of issuance of said bonds and for
<br />the payment of interest on said bonds; (ii) the obtaining of such funds for such advance refunding
<br />of a portion of the Series 1999 Bonds will be for municipal purposes of the City for the welfare
<br />of citizens of the City for purposes which will serve the City and its citizens pursuant to the
<br />authority of the Cily to provide funds for and otherwise support the City's public schools, the
<br />activities of the City and the Authority and serve the City's municipal purposes, (iii) the most
<br />effective, efficient and expedient manner in which to provide such funds is by the issuance of a
<br />general obligation bond in the maximum principal amount ofS2.800,OOO issued by the City as
<br />further described herein (... "Bo.d") to be sold to the BanIc. which has offered to pun:hase the
<br />same on certain terms and conditions pursuant to the Bank's proposal, a Bond Purchase
<br />Agreement between the City Couneil and the Bank dated as of September 15,2005 (tb. "BoDd
<br />P.",ha.. AI........I") and a FilWlCing Agn:ement between the City and the Bank dated as of
<br />September 15. 200S (... "Fl..DCIDC AC....meDt"). the fonns of which have been presenled to
<br />the City Council, the issuance of such Bond being within the power of the City to contract debts,
<br />borrow money and mok. and issue evidence ofindebledness and (iv) the issuance of the Bond is
<br />in the best interests of the City and its citizens. The portion of the Series 1999 Bonds to be
<br />advance refunded from the proceeds of the Bond shall be those Series 1999 Bonds maluring
<br />from July 15. 2010 to July IS, 2019, inclusive (th. "RefDDded BODds"), The Council hereby
<br />finds and detcnnines that the probable useful life of the School Project, and any and all portions
<br />of the School Project. exceeds fifteen years and that the Bond is payable and shall mature wilhin
<br />Ihe probable useful life of the School Project and the probable useful life of any and all portions
<br />of the School Project (whether considered alone or as an average useful life of such portions).
<br />The Council further hereby finds and detennines that lhe probable useful life of the
<br />Redevelopment and Public Property Projecl, and any and aJl portions of the Redevelopment and
<br />Public Property Project, exceeds fifteen year> and that the Bond is payable and shall malure
<br />within the probable useful life of the Redevelopment and Public Property rroject and the
<br />probable uscfUllife of any and all portions of the Redev.lopment and Public Property Project
<br />(whether considered alone or as an average useful life of such portions). The Council further
<br />delenDines that the Bond is payable and shall mature within the average probable useful life of
<br />the School Project and the Redevelopment and Public Property Project considered together.
<br />
<br />"Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable
<br />regulations. procedures and rulings thcreunder.
<br />
<br />"Common"'ealtb" shall mean the Commonwealth of Virginia
<br />
<br />"CoUDcil" shan mean the City Council of the City of Martins vi lie.
<br />
<br />"Iaterest Account" shall mean the Interest Account in the Bond Fund established by
<br />Section 6.
<br />
<br />"Mayor" shall mean the Mayor or Vice Mayor of the Council.
<br />
<br />"OutstaDding" when used in reference to the Bond shall mean as of a particular date. the
<br />Bond authenticated and delivered under this Ordinance except:
<br />
<br />(ii) the Bond for the redemption or purchase of which cash or noncallable
<br />direct obligations of the United States of America, equal to the redemplion
<br />0< purcIwc: price thereof to the r<>dentptioo or pun:hasc date, shall have
<br />been deposited with the Paying Agen~ for which notice of redemption or
<br />purchase shall have been given in ICCOrdancc with the Ordinance;
<br />
<br />(iii) the Bond in lieu of, or in substitution for which, another Bond shall have
<br />been authenticated and delivered pursuant to this Ordinance; and
<br />
<br />(iv) if the Bond is deemed paid under the provisions ofScction 9, except that
<br />such Bond shall be considered Outstanding until the maturity or
<br />redemption dale thereof only for the purposes of actually being paid.
<br />
<br />"Payiag ACe.t" shall mean the City Treasurer acling as Paying Agent for the Bond
<br />hereunder or the successors or assigns serving as such hereunder.
<br />
<br />"PriDcipal Accouat" shall mean the Principal Account in the Bond Fund established by
<br />Section 6.
<br />
<br />"Rq:istrar" shall mean the Paying Agent, or the successors or assigns serving as such
<br />hereund""
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