2010-03-02 Bonds 2010A&2010B Series School BondsRECEIPT OF BOND RESOLUTION
The undersigned Clerk of the Circuit Court of Pittsylvania County, Virginia
acknowledges receipt, for filing pursuant to §15.2-2607 of the Code of Virginia, 1950, as
amended, of a certified copy of a resolution entitled " RESOLUTION AUTHORZING
THE ISSUANCE AND SALE OF UP TO $34,500,000 IN AGGREGATE PRINCIPAL
AMOUNT OF GENERAL OBLIGATION SCHOOL REFUNDING NOTES, SERIES
2010A AND GENERAL OBLIGATION SCHOOL REFUNDING BONDS, SERIES
2010B OF PITTSYLVANIA COUNTY, VIRGINIA, AND PROVIDING FOR THE
FROM, DETAILS AND PAYMENT THEREOF" adopted by the Board of Supervisors
of Pittsylvania County, Virginia on March 1, 2010.
3-3-2010
Date
Chief Deputy
PIZ'TSYLVANIA COUNTY
VIRGINIA
'C~ S Y L v`~ ~
William D. Sleeper ~¢~ r 9^ Phone (434) 432-7710
County Administtator ~ `~ •~~~ , p Fax (434) 432-7714
P.O. Box 426 a ~ :~; G
Chatham, Virginia 24531 y u o~~-.Ji/,y Grerna/Hurt (434) 656-6211
~ •r Bachelors Hall/Whitmell (434) 797-9550
dan.sleeper@pittgov.org ~~~~
Memorandum
To: The Honorable H. F. Haymore, Clerk of Court
From: William D. Sleeper, County Administrator ~,CQ~/?~
,~
Date: March 3, 2010
Subject: Certificate of Bond Resolution 2010-03-02
Attached hereto is a certified copy of Resolution 2010-03-02, Resolution Authorizing the Issuance
and Sale of Up to $34,000,000 in Aggregate Principal Amount of General Obligation School
Refunding Notes, Series 2010A and General Obligation School Refunding Bonds, Series 2010B of
Pittsylvania County, Virginia, and Providing for the Form, Details and Payment Therefo adopted
by the Pittsylvania County Board of Supervisors on March 1, 2010 to be filed with the Circuit
Court of Pittsylvania County, Virginia
If you should have any questions, please do not hesitate to contact my office.
WDS/rf
Cc: Steve Johnson, Troutman & Sanders, LLP
PITTSYLVANIA COUNTY BOARD OF SUPERVISORS
RESOLUTION 2010-03-02
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
UP TO $ 4.500.000 IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL
OBLIGATION SCHOOL REFUNDING NOTES, SERIES 2010A AND GENERAL
OBLIGATION SCHOOL REFUNDING BONDS, SERIES 2010B OF PITTSYLVANIA
COUNTY, VIRGINIA, AND PROVIDING FOR THE FORM, DETAILS AND PAYMENT
THEREOF
Pittsylvania County, Virginia (the "County") is a political subdivision of the
Commonwealth of Virginia, and pursuant to, and subject to the provisions of, the Public Finance
Act of 1991, Chapter 26, Title 15.2, Code of Virginia of 1950, as amended (the "Act"), the Board
of Supervisors of the County (the "Board") is authorized to contract debts on behalf of the
County and to issue, as evidence thereof, bonds, notes or other obligations payable from pledges
of the full faith and credit of the County.
The County has previously issued its $20,000,000 General Obligation School
Notes, Series 2008A (the "Series 2008A Notes") and its $18,625,000 General Obligation School
Bonds, Series 2001 B(the "Series 2001 B Bonds" and together with the Series 2008A Notes, the
"Prior Bonds"). The issuances of the Prior Bonds were approved by referenda held by the
County. The County has determined that it is advisable to issue refunding bonds to (a) refund ~
the outstanding principal balance of the Series 2008A Notes (the "Series 2008A Refunded
Notes") and (ii) all or a nortion of the outstandin~ nrincinal balance of the Series 2001 B Bonds
(the "Series 2001 B Refunded Bonds" and, together with the Series 2008A Refunded Notes, the
"Refunded Prior Bonds") and (b) pay the costs of issuance.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA:
Section 1. Authorization, Issuance and Sale. There is hereby authorized to
be issued and sold, pursuant to the Constitution and statutes of the Commonwealth of Virginia,
including the Public Finance Act of 1991, as amended, Chapter 26, Title 15.2, Code of Virginia
of 1950, as amended (the "Act"), general obligation c ool refunding notes and general
obligation school refunding bonds of the County in the maximum aggregate principal amount of
$,500.000 to refund the Refunded Prior Bonds and to pay the costs incurred in connection with
issuing such notes and bonds. The Board hereby elects to issue such notes and bonds under the
provisions of the Act.
Section 2. Note and Bond Details. The notes to be issued under Section 1
shall be designated "General Obligation School Refunding Notes, Series 2010A" (the
"Series 2010A Notes"), shall be dated the date of their issuance, shall be issued in fully registered
form, in denominations of $5,000 and multiples thereof, and shall be numbered RA-1 and
upwards. Interest on the Series 2010A Notes shall be payable semiannually on each January 15
and July 15, commencing Januarv 15,2011 and continuing through maturity, unless other
semiannual dates are approved by the County Administrator. The Board authorizes the issuance
and sale of the Series 2010A Notes to Davenport & Company LLC, or its successors (the
"Underwriter") on such terms as shall be satisfactory to the County Administrator; provided, that
the Series 2010A Notes (a) shall not have an original aggregate principal amount that exceeds
twenty-one million and 00/100 dollars ($21,000,000); (b) shall have a true or "Canadian" interest
cost not to exceed 4.50% per year, taking into account any original issue discount or premium;
(c) shall be sold initially at a purchase price (exclusive of original issue discount or premium) of
not less than 98.00% of the original aggregate principal amount thereof; and (d) shall have a
weighted average maturity of no more than four (4) years.
The bonds to be issued under Section 1 shall be designated "General Obligation
School Refunding Bonds, Series 2010B" (the "Series 2010B Bonds" and, together with the
Series 2010A Notes, the "Bonds" as the context may require), shall be dated their date of
issuance, shall be in fully registered form, in denominations of $5,000 and multiples thereof, and
shall be numbered RB-1 and upwards. Interest on the Series 2010B Bonds shall be payable on
September 1, 2010 and semiannually thereafter on each March 1 and September 1 continuing
through maturity, unless other semiannual dates are approved by the County Administrator. The
Board authorizes the issuance and sale of the Series 2010B Bonds to the Underwriter on such
terms as shall be satisfactory to the County Administrator, including such maturities and sinking
fund provisions as the County Administrator shall designate; provided, that the Series 2010B
Bonds (a) shall not have an original aggregate principal amount that exceeds thi en million five
hundred thousand and 00/100 dollars ($13.500.000); (b) shall have a true or "Canadian" interest
cost not to exceed 5.00% per year, taking into account any original issue discount or premium;
(c) shall be sold initially at a purchase price (exclusive of original issue discount or premium) not
less than 98.00% of the original aggregate principal amount thereof; and (d) shall have a
weighted average maturity of no more than twenty (20) years.
Principal and premium, if any, shall be payable to the registered owners upon
surrender of the Bonds as they become due at the designated corporate trust office of the
Registrar, as defined below. Interest shall be payable by check or draft mailed to the registered
owners at their addresses as they appear on the registration books kept by the Registrar (i) with
respect to the Series 2010A Notes, as of the close of business on the first day of the month in
which each interest payment date occurs and (ii) with respect to the Series 2010B Bonds, as of
the close of business on the fifteenth day of the month preceding each interest payment date. In
case the date of maturity or redemption of the principal of any of the Bonds or an interest
payment date shall be a date on which banking institutions are authorized or obligated by law to
close at the place where the designated corporate trust office of the Registrar is located, then
payment of principal and interest need not be made on such date, but may be made on the next
succeeding date which is not such a date at the place where the designated corporate trust office
of the Registrar is located, and if made on such next succeeding date no additional interest shall
accrue for the period after such date of maturity or redemption or interest payment date.
Principal, premium, if any, and interest on the Bonds shall be payable in lawful money of the
United States of America.
Interest on the Bonds shall be calculated on the basis of a 360-day year with
twelve 30-day months.
Each Series 2010A Note shall bear interest from the interest payment date next
preceding the date on which it is authenticated, unless such Series 2010A Note is
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(a) authenticated before anua 15, 2011. in which case it will bear interest from its date of
issuance, or (b) authenticated upon an interest payment date or after the record date with respect
thereto, in which case it will bear interest from such interest payment date (unless payment of
interest thereon is in default, in which case interest on such Series 2010A Note shall be payable
from the date to which interest has been paid).
Each Series 2010B Bond shall bear interest from the interest payment date next
preceding the date on which it is authenticated, unless such Series 2010B Bond is
(a) authenticated before September 1, 2010, in which case it will bear interest from its date of
issuance, or (b) authenticated upon an interest payment date or after the record date with respect
thereto, in which case it will bear interest from such interest payment date (unless payment of
interest thereon is in default, in which case interest on such Series 2010B Bond shall be payable
from the date to which interest has been paid).
Section 3. Book-Entrv Svstem. Initially, one certificate for each maturity of
Bonds shall be issued to and registered in the name of The Depository Trust Company, New
Yark, New York ("DTC"), or its nominee. The County has executed a Blanket Issuer Letter of
Representations (the "Letter of Representations") relating to a book-entry system to be
maintained by DTC with respect to certain securities issued by the County, including the Bonds.
As used herein, the term "Securities Depository" shall mean DTC or any other securities
depository for the Bonds appointed pursuant to this Section 3.
In the event that (a) the Securities Depository determines not to continue to act as
the securities depository for the Bonds by giving notice to the Registrar and the County, or (b) the
County in its sole discretion determines (i) to select a new Securities Depository or (ii) that
beneficial owners of Bonds shall be able to obtain certificated Bonds, then the County
Administrator shall, at the direction of the County, attempt to locate another qualified securities
depository to serve as Securities Depository or arrange for the authentication and delivery of
certificated Bonds to the beneficial owners or to the Securities Depository's participants on
behalf of beneficial owners, substantially in the form provided for in Exhibit A or Exhibit B
attached hereto, as appropriate. In delivering certificated Bonds, the County Administrator shall
be entitled to rely on the records of the Securities Depository as to the beneficial owners or the
records of the Securities Depository's participants acting on behalf of beneficial owners. Such
certificated Bonds will then be registrable, transferable and exchangeable as set forth in
Section 8.
So long as there is a Securities Depository far the Bonds (1) it or its nominee shall
be the registered owner of the Bonds, (2) notwithstanding anything to the contrary in this
Resolution, determinations of persons entitled to payment of principal, premium, if any, and
interest, transfers of ownership and exchanges, and receipt of notices shall be the responsibility
of the Securities Depository and shall be effected pursuant to rules and procedures established by
such Securities Depository, (3) the Registrar and the County shall not be responsible or liable for
maintaining, supervising, or reviewing the records maintained by the Securities Depository, its
participants or persons acting through such participants, (4) references in this Resolution to
registered owners of the Bonds shall mean such Securities Depository or its nominee and shall
not mean the beneficial owners of the Bonds, and (5) in the event of any inconsistency between
the provisions of this Resolution and the provisions of the Letter of Representations, such
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provisions of the Letter of Representations, except to the extent set forth in this paragraph and
the next preceding paragraph, shall control.
Section 4. Redemption Provisions.
(a) O~tional Redemption. The Series 2010A Notes will be subject to optional
redemption on and after Januarv 15,~ or on or after such earlier date as is determined to be
advisable at the time of pricing. Such determination shall be conclusively evidenced by the
execution and delivery of the Series 2010A Notes. On and after the date on which the
Series 2010A Notes are subject to optional redemption, the Series 2010A Notes shall be subject
to redemption at the option of the County, in whole or in part at any time, upon payment of 100%
of the principal amount of the Series 2010A Notes to be redeemed plus interest accrued and
unpaid to the redemption date.
The Series 2010B Bonds will be subject to optional redemption, in whole or in
part at any time, at the option of the County, no later than ten and one-half years after their date
of issuance (or such shorter period as is determined to be advisable at the time of pricing) and
upon payment of 100% of the principal amount of the Series 2010B Bonds to be redeemed plus
interest accrued and unpaid to the redemption date and at a redemption premium (if any) not in
excess of two percent (2%) per
The Board authorizes the County Administrator, subject to the preceding
paragraphs, to determine (1) the dates on which and redemption prices at which the Bonds may
be optionally redeemed, and (2) whether the issuance of any term bonds would be beneficial to
the County.
(b) Mandatorv Sinking Fund Redemption. Any term Series 2010B Bonds
may be subject to mandatory sinking fund redemption as determined by the County
Administrator. If there are any term Series 2010B Bonds, on or before the 70th day next
preceding any mandatory sinking fund redemption date, the County may apply as a credit against
the County's mandatory sinking fund redemption obligation for any Series 2010B Bonds
maturing on such date, Series 2010B Bonds that previously have been optionally redeemed or
purchased and canceled or surrendered for cancellation by the County and not previously applied
as a credit against any mandatory sinking fund redemption obligation for such Series 2010B
Bonds. Each such Series 2010B Bond so purchased, delivered or previously redeemed shall be
credited at 100% of the principal amount thereof against the principal amount of the
Series 2010B Bonds required to be redeemed on such mandatory sinking fund redemption date.
Any principal amount of Series 2010B Bonds so purchased, delivered or previously redeemed in
excess of the principal amount required to be redeemed on such mandatory sinking fund
redemption date shall similarly reduce the principal amount of the Series 2010B Bonds to be
redeemed on future mandatory sinking fund redemption dates, as selected by the County
Administrator.
(c) Bonds Selected for Redemption. If less than all of the Bonds of either
series are called for optional redemption, the maturities of the Bonds to be redeemed shall be
selected by the County Administrator in such manner as he may determine to be in the best
interest of the County. If less than all the Bonds of any maturity of either series are called for
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redemption, the Bonds of that maturity and series to be redeemed shall be selected by DTC or
any successor Securities Depository pursuant to its rules and procedures or, if the book-entry
system is discontinued, shall be selected by the Registrar by lot in such manner as the Registrar
in its discretion may determine. In either case, (a) the portion of any Bond to be redeemed shall
be in the principal amount of $5,000 or some integral multiple thereof and (b) in selecting Bonds
for redemption, each Bond shall be considered as representing that number of Bonds that is
obtained by dividing the principal amount of such Bond by $5,000. If a portion of a Bond is
called for redemption, a new Bond of the same series and maturity in principal amount equal to
the unredeemed portion thereof will be issued to the registered owner upon the surrender thereof.
(d) Notice of Redem~ption. The County shall cause notice of the call for
redemption identifying the Bonds or portions thereof to be redeemed to be sent by facsimile
transmission, registered or certified mail, or overnight express delivery, not less than thirty (30)
nor more than sixty (60) days prior to the redemption date, to DTC or its nominee as the
registered owner of the Bonds or, if the book-entry system is discontinued, by registered or
certified mail to the registered owners of the Bonds to be redeemed.
Section 5. Execution and Authentication. The Bonds shall be signed by the
manual or facsimile signature of the Chairman or Vice Chairman of the Board and the Board's
seal shall be affixed thereto or a facsimile thereof printed thereon and attested to by the manual
or facsimile signature of the Clerk or Deputy Clerk of the Board; provided, that no Bond shall be
valid until it has been authenticated by the manual signature of an authorized representative of
the Registrar and the date of authentication noted thereon. In case any officer whose signature or
a facsimile of whose signature shall appear on any Bond shall cease to be such officer before the
delivery of a Bond, such signature or such facsimile shall nevertheless be valid and sufficient for
all purposes as if such officer had remained in office until such delivery. Any Bond may bear the
facsimile signature of or 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 6. Forms of Bonds. The Series 2010A Notes shall be in substantially
the form set forth in Exhibit A attached hereto. The Series 2010B Bonds shall be in substantially
the form set forth in Exhibit B attached hereto.
Section 7. Pledge of Full Faith and Credit. The full faith and credit of the
County are irrevocably pledged for the payment of principal of, premium, if any, and interest on
the Bonds. Unless other funds are lawfully available and appropriated for timely payment of the
Bonds, the County shall levy and collect an annual ad valorem tax, over and above all other taxes
authorized or limited by law and without limitation as to rate or amount, on all locally taxable
property in the County sufficient to pay the principal of, premium, if any, and interest on the
Bonds, as the same become due
Section 8. Registration, Transfer and Owners of Bonds. The Board hereby
authorizes the County Administrator to select the paying agent and registrar for the Bonds (the
"Registrar"). The Registrar shall maintain registration books for the registration of the Bonds.
Upon surrender of any Bonds at the designated corporate trust office of the Registrar, together
with an assignment duly executed by the registered owner or his duly authorized attorney or legal
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representative in such form as shall be satisfactory to the Registrar, the County shall execute, and
the Registrar shall authenticate and deliver in exchange, a new Bond or Bonds of the same series
having an equal aggregate principal amount, in authorized denominations, of the same form and
maturity, bearing interest at the same rate, and registered in names as requested by the then
registered owner or his duly authorized attorney or legal representative. Any such exchange shall
be at the expense of the County, except that the Registrar may charge the person requesting such
exchange the amount of any tax or other governmental charge required to be paid with respect
thereto. New Bonds delivered unon anv transfer or exchan~e shall he val;~l nhliuatinnc nf the
and entitled to all of the securitv and benefits hereof to the same extent as the Bonds surrendered
The Registrar shall treat the registered owner as the person exclusively entitled to
payment of principal, premium, if any, and interest and the exercise of all other rights and powers
of the owner, except that interest payments shall be made to the person shown as owner on the
registration books on the date indicated in Section 2 above.
Section 9. Sale of Bonds; Bond Purchase A~reement. The Board approves
the following terms of the sale of the Bonds. The Board hereby determines that it will be in the
best interests of the County to sell the Bonds to the Underwriter through a negotiated
underwriting. The Board authorizes the Countv Administrator. in collaboration with the
d~te of the Bonds to facilitate the sale and delivery of the Bonds The terms of the negotiated
sale shall be set forth in a Bond Purchase Agreement between the County and the Underwriter to
be dated on or about the date of the sale of the Bonds (the "Bond Purchase Agreement"). The
Bonds will be awarded and sold to the Underwriter in accordance with the terms of the Bond
Purchase Agreement, subject to the parameters set forth in this Resolution. The County
Administrator is authorized and directed to prepare or review the form of the Bond Purchase
Agreetnent, and the County Administrator and the Chairman and Vice Chairman of the Board,
any of whom may act, are each authorized to execute and deliver the Bond Purchase Agreement
on behalf of the County.
The Board hereby ratifies and approves all actions taken by the County
Administrator and his staff prior to the date of the adoption of this Resolution in connection with
soliciting and evaluating alternatives for the sale of the Bonds.
Section 10. Official Statement. The use and distribution of a Preliminary
Official Statement, dated the date of its distribution (the "Preliminary Official Statement"), in
substantially the form made available to the Board, and the use and distribution of an Appendix
to the Preliminary Official Statement describing the County, are hereby authorized and approved.
The Preliminary Official Statement, including such Appendix, are to be completed and "deemed
final" by the County Administrator as of its date, within the meaning of Rule 15c2-12 of the
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Securities and Exchange Commission (the "Rule"), except for the omission from the Preliminary
Official Statement of such pricing and other information permitted to be omitted pursuant to the
Rule. The delivery of the Preliminary Official Statement to the Underwriter shall be conclusive
evidence that it has been deemed final as of its date by the County Administrator, except for the
omission of such pricing and other information.
The County Administrator shall make such completions, omissions, insertions,
and changes in the Preliminary Official Statement not inconsistent with this Resolution as are
necessary or desirable to complete it as a final Official Statement (the "Official Statement"). The
County Administrator shall arrange for the delivery to the Underwriter of a reasonable number of
copies of the Official Statement, within seven (7) business days after the Bonds have been sold,
for delivery to each potential investor requesting a copy of the Official Statement and to each
person to whom the underwriter initially sells Bonds.
The County Administrator and the Chairman and Vice Chairman of the Board,
any of whom may act, are each authorized, on behalf of the County, to deem the Official
Statement to be final as of its date within the meaning of the Rule. The County Administrator
and the Chairman and Vice Chairman of the Board, any of whom may act, are each authorized
and directed to execute the Official Statement, which execution shall be conclusive evidence that
the Official Statement has been deemed final.
Section 11. Continuin~ Disclosure. Under the Rule, the County will be
required to provide certain annual reports and certain reports of extraordinary events to certain
nationally recognized municipal securities information repositories, among others. These
requirements will be set forth in a Continuing Disclosure Certificate to be given by the County
(the "Continuing Disclosure Certificate"), evidencing conformity with certain provisions of the
Rule, a copy of which Continuing Disclosure Certificate will be appended to the Bond Purchase
Agreement. The execution, delivery, use, and distribution of the Continuing Disclosure
Certificate are hereby authorized and approved. The County Administrator is authorized and
directed to prepare or review the form of the Continuing Disclosure Certificate, and the County
Administrator and the Chairman and Vice Chairman of the Board, any of whom may act, are
authorized to execute and deliver the Continuing Disclosure Certificate on behalf of the County.
The County hereby covenants and agrees that it will comply with and carry out all
of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision
of this Resolution, failure of the County to comply with the Continuing Disclosure Certificate
shall not be considered a default under this Resolution or the Bonds; provided, that any holder of
the Bonds, including owners of beneficial interests in the Bonds, may take such actions as may
be necessary and appropriate, including seeking mandamus or specific performance by court
order, to cause the County to comply with its obligations under this Section 11 and the
Continuing Disclosure Certificate.
Section 12. Preparation and Deliverv of Bonds. After the Bond Purchase
Agreement has been executed and delivered on behalf of the County, the Chairman, the Vice
Chairman, the Clerk and Deputy Clerk of the Board are each authorized and directed to take all
proper steps to have the Bonds prepared, executed and authenticated in accordance with their
terms and to deliver the Bonds to the Underwriter upon payment therefor.
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Section 13. Arbitra~e Covenants.
(a) No Composite Issue. The County represents that there have not been
issued, and covenants that there will not be issued, any obligations that will be treated as part of
the same issue of obligations as the Bonds within the meaning of the Internal Revenue Code of
1986, as amended, including regulations issued pursuant thereto (the "Code").
(b) No Arbitra~e Bonds. The County covenants that it shall not take or omit
to take any action the taking or omission of which will cause the Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Code, or otherwise cause interest on the Bonds to be
includable in the gross income for federal income tax purposes of the registered owners thereof
under existing law. Without limiting the generality of the foregoing, the County shall comply
with any provision of law which may require the County at any time to rebate to the United
States any part of the earnings derived from the investment of the gross proceeds of the Bonds,
unless the County receives an opinion of nationally recognized bond counsel that such
compliance is not required to prevent interest on the Bonds from being includable in the gross
income for federal income tax purposes of the registered owners thereof under existing law. The
County shall pay any such required rebate from its legally available funds.
Section 14. Non-Arbitrage Certificate and Elections. Such officers of the
County as may be requested are authorized and directed to execute an appropriate certificate
setting forth the expected use and investment of the proceeds of the Bonds in order to show that
such expected use and investment will not violate the provisions of Section 148 of the Code, and
any elections such officers deem desirable regarding rebate of earnings to the United States, for
purposes of complying with Section 148 of the Code. Such certificate and elections shall be in
such form as may be requested by bond counsel for the County. The County shall comply with
any covenants set forth in such certificate regarding the use and investment of the proceeds of the
Bonds.
Section 15. Escrow A~reement and Refunding of the Refunded Prior
The execution and delivery of an Escrow Deposit Agreement (the "Escrow
Agreement"), between the County and an escrow agent to be selected by the County
Administrator (the "Escrow Agent"), are hereby approved. The Chairman of the Board and the
Vice Chairman of the Board and the County Administrator, any of whom may act, are each
hereby authorized and directed to execute and deliver the Escrow Agreement. There is hereby
created by the County a trust fund to be designated the "Pittsylvania County Escrow Fund" (the
"Escrow Fund") and held by the Escrow Agent pursuant to the Escrow Agreement. The County
shall irrevocably deposit in the Escrow Fund an amount of proceeds received by the County from
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t~resent value debt service savin~s to the Countv from the ortion of the Series 2001B Bonds
ein~ refunded will be at least two nercent (2.00%l.
the sale of the Bonds which will be sufficient to provide (taking into account investment earnings
or not taking them into account in the discretion of the County) for the payment of the principal
of and interest on the Refunded Prior Bonds. Amounts deposited in the Escrow Fund will not be
invested or will be invested only in non-callable, direct obligations of the United States of
America. The County Administrator is authorized to file applications for State and Local
Government Series ("SLGS") securities for the escrow and take whatever other actions are
considered necessary for the refunding of the Refunded Prior Bonds.
The principal, premium and interest due on the Prior Refunded Bonds will be paid
as and when due from the Escrow Fund, and the County Administrator is authorized to establish
the redemption dates subject to the limitations set forth in the Prior Refunded Bonds.
The principal amount of the Bonds does not exceed the amount necessary to retire
the Refunded Prior Bonds, including costs of issuance of the Bonds. There are currently no
sinking, escrow or other funds which are available for the payment of principal of and interest on
the Refunded Prior Bonds.
Section 16. Limitation on Private Use; No Federal Guarantv. The County
covenants that it shall not permit the proceeds of the Bonds to be used in any manner that would
result in (a) ten percent (10%) or more of such proceeds being used in a trade or business carried
on by any person other than a state or local governmental unit, as provided in Section 141(b) of
the Code, (b) five percent (5%) or more of such proceeds being used with respect to any output
facility (other than a facility for the furnishing of water), within the meaning of Section 141(b)(4)
of the Code, or (c) five percent (5%) or more of such proceeds being used directly or indirectly to
make or finance loans to any persons other than a state or local governmental unit, as provided in
Section 141(c) of the Code; provided, that if the County receives an opinion of nationally
recognized bond counsel that any such covenants need not be complied with to prevent the
interest on the Bonds from being includable in the gross income for federal income tax purposes
of the registered owners thereof under existing law, the County need not comply with such
covenants.
The County represents and agrees that the Bonds are not and will not be "federally
guaranteed," as such term is used in Section 149(b) of the Code. No portion of the payment of
principal of or interest on the Bonds is or will be guaranteed, directly or indirectly, in whole or in
part by the United States or an agency or instrumentality thereof.
Section 17. Discharge uuon Pavment of Bonds. The Bonds may be defeased,
as permitted by the Act. Any defeasance of the Bonds, as permitted by the Act, shall not release
the County or the Registrar from its obligations hereunder to register and transfer Bonds or
release the Registrar from its obligations to pay the principal of and interest on the Bonds as
contemplated herein until the date all of the Bonds are paid. In addition, such defeasance shall
not terminate the obligations of the County under Sections 13 and 16 until the date all of the
Bonds are paid.
Section 18. Other Actions. All other actions of the Supervisors, officers,
staff, and agents of the County in conformity with the purposes and intent of this Resolution and
in furtherance of the issuance and sale of the Bonds are approved and confirmed. The officers
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and staff of the County are authorized and directed to execute and deliver all certificates and
instruments and to take all such further action as may be considered necessary or desirable in
connection with the issuance, sale and delivery of the Bonds.
Section 19. Limitation of Liabilitv of Officials of the Countv. No covenant,
condition, agreement or obligation contained herein shall be deemed to be a covenant, condition,
agreement or obligation of a Supervisor, officer, employee or agent of the County in his or her
individual capacity, and no officer of the County executing the Bonds shall be liable personally
on the Bonds or be subject to any personal liability or accountability by reason of the issuance
thereof. No Supervisor, officer, employee, or agent of the County 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 20. Contract with Holders of Bonds. The provisions of this
Resolution shall constitute a contract between the County and the holders of the Bonds for so
long as any of the Bonds are outstanding. Notwithstanding the foregoing, this Resolution may by
amended by the County in any manner that does not, in the opinion of the County and the
Registrar, materially adversely affect the holders of the Bonds or the Registrar.
Section 21. Repeal of Conflictin~ Resolutions. All resolutions or parts of
resolutions in conflict herewith are repealed.
Section 22. Effective Date. This Resolution shall take effect immediately
upon its adoption. The Clerk and any Deputy Clerk of the Board are hereby authorized and
directed to see to the immediate filing of a certified copy of this Resolution with the Circuit
Court of Pittsylvania County, Virginia.
Adopted: March 1, 2010
Exhibit A- Form of Series 2010A Notes
Exhibit B- Form of Series 2010B Bonds
~ ~s~~oo~3
223160.000019
-10-
CERTIFICATE OF THE CLERK OF THE
BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA
certifies that:
The undersigned Clerk of the Board of Supervisors of Pittsylvania County, Virginia,
1. A regular meeting of the Board of Supervisors of Pittsylvania County, Virginia,
was held on March 1, 2010, at the time and place established by the Board for such meetings, at which
the following members were present and absent:
MEMBER
Henry A. "Hank" Davis, Jr.
Tim R. Barber
Fred M. Ingram
James H. Snead
William H. Pritchett
Marshall A. Ecker
Coy E. Harville
PRESENT ABSENT
Yes
Yes
Yes
Yes
Yes
Yes
Yes
2. A resolution entitled "Resolution Authorizing the Issuance and Sale of Up to
$.500.000 in Aggregate Principal Amount of General Obligation School Refunding Notes, Series 2010A
and General Obligation School Refunding Bonds, Series 2010B of Pittsylvania County, Virginia, and
Providing for the Form, Details and Payment Thereofl' was adopted by a majority of all members of the
Board present by a roll call vote, the ayes and nays being recorded in the minutes of the meeting as
shown below:
MEMBER VOTE
Henry A. "Hank" Davis, Jr. Yes
Tim R. Barber Yes
Fred M. Ingram Yes
James H. Snead Yes
William H. Pritchett Yes
Marshall A. Ecker Yes
Coy E. Harville Yes
3. Attached hereto is a true and correct copy of the foregoing resolution as adopted
on March l, 2010. This resolution has not been repealed, revoked, rescinded or amended and is in full
force and effect on the date hereof. ,
WIT'NESS my signature and the seal of the Board f Supervisors^of Pittsylvania County,
Virginia, this 1 st day of March, 2010. ~~ /~„
Clerk, Board of S pervisors J
of Pittsylvania ounty, Virginia
(SEAL)
1926318v2
223160.000022