Minutes 07/12/2005 - Laserfiche WebLink

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SeelloD 14 ADD.kalion of Proceeds: Sale of Note ..d Bond (a) Proceeds derived from the sale ofthc Nole together with olher monies available therefor shall be used to pay the costs of issuance and other expenses of the City relating to the issuance oftbe Note and thereafter any remaining funds to be deposited in !.he Note Proceeds Fund shall be used for the purposes specified in Section 2 el) oflhis Ordinance and otherwise used in accordance with the provisions oflhis Ordinance or an opinion of Bond Counsel. Interesl accruing on the principal of lhe NOIe Proceeds Fund and any profit realized from it may be transferred to the Note Fund to be applied 10 the payment of interest on the Note during the acquisition, construction, improvement and equipping of the School Project. Tbe Council intends for the Note and the Bond to each be treated as complying with the provisions o(Section I 48(fX4XD) of the Code, which provides an exception from the "rebate requirement.. since the Note and the Bond each (I) is issued by the City which is a governmental unit with general taxing powers, (2) no bond which is a pan oflhis issue of the Note and the Bond is a private activity bond, (3) 95% or more of the net proceeds of the Note and the Bond arc to be used for local governmental activities entirely within the jurisdiction oflhe City, and (4) the aggregate face amount of all tax-exempt notes and bonds (other than private activity bonds) issued by the City during the calendar year 2005 (and notes and bonds issued by any subordinaae entity of the City) is not reasonably expected to exceed $5,000,000 except that. punuant to the provisions of Section 148(f)(4)(D)(vii) of the Code, this amount of $5,000,000 m~y increase by the lesser of SI 0,000,000 or so much of the aggregate face amount of all Iax- exempt bonds (othe.- than private activity bonds) issued by the City during the calendar year 2005 (and DOles lInd bonds issued by any subordinate entity of the City) attributable to filUUlCing theconstruclion (willtin the meaning of Section I 48{f)(4)(C)(iv) of the Code) of public school facilities. (b) Proceeds derived from the saJe of the Bond together wi!.h other monies available therefor shall be used to pay the costs of issuance and other expenses of the City relating 10 the issuance of the Bond and thereafter any rtmaining funds to be deposited in the Bond Proceeds Fund shall be used for the purposes specified in Section 2 (b) of litis Ordinance and othetwise used in accordance with the provisions ofmis Ordinance or an opinion of Bond Counsel. Interest accruing on the principal of the Bond Proceeds Fund and any profit realized from it may be tramferrcd to the Bond Fund to be applioito the pa)1l1ent of inlerest on the bond during the acquisition, construction, improvement and e(juipping of the Landfill Project. S<<tJoa 16 Further Actions Authorized: AODmva.ofDocumcnts Section 15 No Arbitra2e Covenant and Covenants aDd Desilmations as to the Code The Ma~r and Clerk of the Council and the City Manager, City Treasurer, City Attorney, Bond Counsel and all other officers, employees and agents of the Cily are hereby authorized and directed to take any and all such further action and to execute and deliver such other documents, certificates, undertakings. agreements or other instruments as shall be deemed necessary or desirable in order 10 effectuate delivery of, and payment for, the Note and Ihe Bond all in accordance wilh the Ordinance, including but not limited to accomplishing draws or advances of principal amounts of the Nole and the Bond, execution and delivery offoons 8038~ G as determined necessary by bond counsel and Non~Arbitrage Certificate and Tax ('ovcnants and the making of any elections such officers, employees and agenls deem desirabk .!IP\.: any provision of the Code or regulations promulgated thereunder. The Note and BOlhi Agreement and lhe Financing Agreement shall be in substantially the fonns submitted to this meeting. which are hereby approved, with such completions. omissions, insertions, changes and revisions as may be approved by the officer executing them in his sole and absolute discrelioll. his execution thereof to constitute conclusive evidence of his approval of any such completions, omissions. insertions, changes and revisions. The Cily hereby covenants that it \\;11 not use or invest. or pennit the use or investment of any proceeds of the Note or the Bond, in.1 manner lhat would cause either the Note or the Bond to be subjected to treatment under Section 1~ oflhe Code and the regulations adopted thereunder as an "arbitrage bond," and to that end the City shall comply wilh applicable regulations adopted under said Section 148 of the Code. The City covenants to comply with the Code provisions requiring thai any issuance of "governmental bonds," as defined therein. be subject to certain requirements as to rebate and timing and type of payments to be paid for fiom the proceeds of such notes, as well as other additional requirements. In order to assure compliance wilh such Code provisions. the City will enter into a Compliance Certificate, to comply wilh such requirements and covenants lherein thaI it wilJ not breach the terms !hereoC The Council, on behalf of the City, hereby designates the Note and the Bond each as a "qualified tax~exempt obligation" as defined in Section 265(b)(3)(B) of the Code and certifies by Ihis Ordinance that is does not reasonabl) anticipate lhe issuance by it or ils subordinate entities of more than $10,000,000 in "qualified tax-exempt obligations" during the calendar year 2005 and will nol designate, or permit the designalion by any of its subordinate entities of, any of its notes and bonds (or those of its subordinate entities) during lhe calendar year 2005 which would cause the $10,000,000 limitation of Section 265(b)(3)(D) of the Code to be violated. Sfttioo 17 lanliditv of Sections If any section, paragraph, clause or provision of this Ordinance shall be held invalid or unenforceable for any reason, Ihe invalidity or unenforceability of such section, paragraph. clause or provision shall not affect any of the remaining portions oflhis Ordinance. 24 25 Section 18 Headint!s of Sections. Table of Contents The headings oflhe sections of thIs O:-dinancc and the Table ofContcnts appended hereto or to copies hereof shall be solely for comc:encc of reference and shall not affect the meamOl.! construction, inlerprctalion or cifcel of such ;ectiolls o[lhis Ordinance -' The Members oflhc Council voted as follows ~ Nan Section 19 Effectiveness and Filin~ of Ordinance Joseph R. Cobbe Kimble Reynolds, if. James W. Clark i. Ronald Ferrill T coy L. Roop None The Council hereby declares in the pc:blic inlerest that an emergency exists and that thisOrdinance shall become effective upon its passage as provided for in the Act and as an emergency measure pursuanllo Section 3 of Chapter 3 oflhe Cily Charter. A certified copy of this Ordinance shall be filed by Ihe Clerk W]i:h the Clerk of the Circuit Court of the City of Martinsville, Virginia. The filing oflhis Orc;nance with the Clerk of the Circuit Court of the City ofMartinsvilJe, Virginia shall be deemeJ to be the filing of an initial resolution or ordinance with such Court for all purposes oflhe Ac! Absent Abstentions None None Adopted this 12 day of July, 2005. The undersigned Clerk of the City Council of the City of Martinsville, Virginia hereby certifies that the foregoing constitutes a (rue and correct extract from the minutes of a meeting of the City Council held on July 12,2005, and of the whole thereof so far as applicable to the matters referred 10 in such extract. I hereby further certify that such meeting was a regularly called meeting and Ihal, during the consideration of the foregoing ordinance, a quorum was present. Dated this 13!h day of July, 2005. );~it!i~n~A/l~MJ City of Martinsville, Virginia 26 27 "'..~.""..,~.~._-------'----_._~._.~'",._"---~~,._..,,~".'"