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3133 Bond Debt Series 2019
$1,725,000 General obligation bond, series of 2019
warren county, PENNSYLVANIA
A RESOLUTION AUTHORIZING AN INCREASE IN THE NON‑ELECTORAL DEBT of warren county, PENNSYLVANIA BY AUTHORIZING AND APPROVING THE ISSUANCE AND SALE OF Warren County, pennsylvania General Obligation Bond, Series of 2019 in an aggregate principal amount of $1,725,500 (the “Bond”). the Bond is issued FOR THE PURPOSE of financing capital improvements to warren county facilities including the purchase and installation of 911 communication equipment which will be integrated into the PENNSYLVANIA state radio system and pay the cost of issuance of the Bond, DIRECTING THE commissioners of warren county TO PREPARE, CERTIFY AND FILE THE REQUIRED DEBT STATEMENT AND TO TAKE ALL OTHER NECESSARY ACTION; COVENANTING THAT warren county SHALL INCLUDE THE AMOUNT OF ANNUAL DEBT SERVICE IN ITS BUDGET FOR EACH FISCAL YEAR; PROVIDING FOr DATE OF THE BOND AND PAYMENT DATES; PROVIDING FOR FACSIMILE SIGNATURES, SEAL AND AUTHENTICATION; APPROVING THE FORM OF THE BOND, PAYING AGENT’S AUTHENTICATION CERTIFICATE, ENDORSEMENT AND REGISTRATION; PROVIDING FOR THE STATED PRINCIPAL MATURITY AMOUNT AND FIXING THE RATE OF INTEREST ON THE BOND; AWARDING THE BOND; CREATING SINKING FUNDS; AUTHORIZING THE commissioners and PROPER officials of warren county TO CONTRACT WITH A BANK FOR ITS SERVICES AS A SINKING FUND DEPOSITORY AND PAYING AGENT; AUTHORIZING AND DIRECTING THE Commissioners or chief clerk TO CERTIFY AND FILE WITH THE DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT CERTIFIED COPIES OF THE NECESSARY PROCEEDINGS; COVENANTING THAT THE PROCEEDS OF THE BOND SHALL NOT BE USED IN SUCH MANNER AS TO CAUSE THE BOND TO BE ARBITRAGE bonds UNDER FEDERAL TAX LAW PROVISIONS; AUTHORIZING THE commissioners and PROPER OFFICials OF warren county TO DO ALL THINGS NECESSARY TO CARRY OUT THE RESOLUTION; AND RESCINDING ALL INCONSISTENT RESOLUTIONS.
WHEREAS, the Commissioners of Warren County (the “County”) proposes to issue $1,725,500 aggregate principal amount, General Obligation Bond, Series of 2019. The Bond is issued for the purpose of financing capital improvements to County facilities including the purchase and installation of 911 communication equipment which will be integrated into the Pennsylvania State Radio System and pay the costs of issuance of the Bond (the “Project”); and
WHEREAS, a Proposal for Loan and Grant from the Rural Housing Service, United States Department of Agriculture, Rural Development, dated August 15, 2018 (the “Proposal”), which is attached hereto and incorporated herein, has been received containing the financial parameters for, and conditions to, the issuance of the Bond (the “Bond Parameters”) containing the final terms of the Bond consistent with the Bond Parameters;
NOW, THEREFORE, be it resolved by the Commissioners of the County as follows:
Section 1. 53 Pa. C.S.A. § 8103, the Project, the Bond. The Commissioners of the County do hereby authorize and direct the incurring of non‑electoral debt through the issuance of the Bond in an aggregate principal amount of $1,725,500. The Bond will be issued as current interest Bond, dated March of 2019, and is issued to finance the Project. The Commissioners do hereby approve the Proposal attached hereto in regard to the Bond. The Bond is issued to finance the Project which has an estimated useful life in excess of forty (40) years and the County has received realistic cost estimates for such improvements through professional estimates.
Section 2. 53 Pa. C.S.A. § 8110, Authorization to Prepare Debt Statement. The Commissioners or the Chief Clerk of the County is hereby authorized and directed to prepare, certify and file a debt statement required by Section 8110 of the Act to execute and deliver the Bond and to take all other necessary action.
Section 3. 53 Pa. C.S.A. § 8104, Covenant. The Bond hereby authorized is a General Obligation Bond of the County. It is covenanted with the holders from time to time of the Bond, that the County shall (i) include the amount of the debt service on the Bond for each fiscal year in which such sums are payable in its budget for that year, such amounts being specified in the schedule attached to the Proposal and dated August 15, 2018, and also attached hereto, (ii) appropriate such amounts from its general revenues for the payment of such debt service, and (iii) duly and punctually pay, or cause to be paid, from its sinking fund or any other of its revenues or funds, the principal of the Bond and the interest thereon at the dates and places and in the manner stated in the Bond according to the true intent and meaning thereof. For such budgeting, appropriation and payment, the County pledges its full faith, credit and taxing power. This covenant shall be specifically enforceable. Nothing in this Section shall be construed to give the County any taxing power not granted by another provision of law.
Section 4. 53 Pa. C.S.A. § 8107, Private Sale By Negotiation. The County’s Commissioners and Chief Clerk are each hereby authorized to approve the final terms and conditions of the Bond and Proposal, within the Bond Parameters.
Section 5. Paying Agent. The principal of the Bond shall be payable in lawful money of the United States of America at the office of KeyBank (the “Bank”), or at the designated office of any additional or appointed alternate or successor paying agent or agents (the “Paying Agent”). Interest on the Bond shall be payable in the manner provided in the form of the Bond hereinafter set forth. The County agrees without limitation to indemnify and hold the Paying Agent harmless from and against any and all claims, liabilities, losses or damages whatsoever, except for gross negligence and willful misconduct. The Paying Agent shall have no obligations with respect to this Resolution other than those duties specifically mentioned herein and shall have the right to act upon any document or written request believed by it to be genuine and shall have no duty to inquire into the authenticity of any signature. The Paying Agent shall also be entitled to consult and rely upon the advice of counsel if it deems such consultation to be necessary in the performance of its duties. The County agrees to pay the Paying Agent from time to time reasonable compensation for all services rendered by it hereunder and agrees to reimburse the Paying Agent for all fees and expenses, including those of counsel, upon presentation of an invoice.
Section 6. Authorization to Execute and Deliver the Bond. The Bond shall be executed by the manual or facsimile signature of the Commissioners of the County and shall have a facsimile of the corporate seal of the County affixed thereto, duly attested by the manual or facsimile signature of the Chief Clerk and the Commissioners are hereby authorized to execute the Bond in such manner. The Commissioners are authorized and directed to deliver or cause to be delivered the Bond to the purchaser thereof against receipt of the full balance of the purchase price therefor. The Bond shall be authenticated by a duly authorized signatory of the Bank as Paying Agent.
Section 7. 53 Pa. C.S.A. § 8103, Form of the Bonds. The form of the Bond, the Paying Agent’s authentication certificate, endorsement and registration thereto annexed shall be substantially as provided in the attachment.
The Bond shall be executed in substantially the form as hereinabove set forth with such appropriate changes, additions or deletions as may be approved by the Commissioners executing the Bond in the manner provided in Section 6 hereof; such execution shall constitute approval by the Commissioners and Chief Clerk. The opinion of Bond Counsel is authorized and directed to be issued contemporaneously therewith.
Section 8. The Commissioners shall prepare, execute and deliver the Bond in definitive form to the Paying Agent.
Section 9. 53 Pa. C.S.A. § 8142, Amortization Schedule. The principal and interest rate schedule of the Bond is attached hereto. The amortization of the issue is in accordance with the Act and is an approximately level annual debt service plan. The County hereby determines that the principal and interest schedule provides for the amortization of the Bond in a manner which complies with the Act.
Section 10. 53 Pa. C.S.A. § 8221, Sinking Fund Covenant. The County covenants to establish and there is hereby established a sinking fund to be known as the Sinking Fund, General Obligation Bond, Series of 2019, with KeyBank as Sinking Fund Depository. The Treasurer of the County shall pay into the Sinking Fund, which shall be maintained until the Bond is paid in full, the amounts set forth in the amortization schedule attached to the Purchase Proposal and as required pursuant to the covenant contained in Section 3 hereof.
Section 11. 53 Pa. C.S.A. § 8106, Paying Agent, Sinking Fund Depository. The Commissioners of the County are hereby authorized and directed to contract with the Bank for its services as Sinking Fund Depository and Paying Agent with respect to the Bonds. KeyBank is hereby appointed Sinking Fund Depository and Paying Agent for the Bond. The Sinking Fund shall be secured and invested by the Paying Agent in securities or deposits authorized by the Act, upon written direction of the County, all as provided in the Act. Said deposits and securities shall be held in the name of the County but subject to withdrawal or collection only by the Paying Agent. Said deposits and securities, together with the interest thereon, shall be a part of the Sinking Fund. The Paying Agent is authorized and directed to pay from the Sinking Fund the principal of and interest on the Bond when due and payable.
Section 12. The Commissioners and Chief Clerk are hereby authorized and directed to certify to and file with the Department of Community & Economic Development, in accordance with the Act, a complete and accurate copy of the proceedings taken in connection with the increase of debt authorized hereunder, including the debt statement hereinabove referred to and pay the filing fees necessary in connection therewith.
Section 13. The County covenants to the owners of the Bond that it will make no use of the proceeds of the Bond at any time during the term thereof which, if such use had been reasonably expected on the date of issue of the Bond, would have caused the Bond to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986 (the “Code”), as interpreted by the regulations applicable to the Bond, as promulgated for such purpose by the United States Treasury Department.
The County agrees to take all actions necessary to preserve and maintain the tax exempt status of the Bond and of the interest thereon, under all laws currently in effect and any that may become effective. The County covenants that it will not intentionally use any portion of the proceeds of the Bond to acquire, or to replace funds used directly or indirectly to acquire, investment property with a yield materially higher than the yield on the Bond except as authorized by Section 148(a) of the Code and by the regulations promulgated thereunder. The County covenants to expend the proceeds of the Bond within the temporary periods prescribed by Section 148(c) of the Code and the regulations thereunder. The County covenants to rebate to the United States all arbitrage profits earned on the proceeds of the Bond as required by Section 148(f) of the Code, except for any arbitrage profits earned on funds held in the Sinking Fund so long as the annual earnings on the Sinking Fund are less than $100,000.00 but only to the extent that Section 148(f) is applicable to the Bonds. For purposes of this covenant, “arbitrage profits” means (i) the excess of (A) the amount earned on any proceeds of the Bond invested in any investment property (excluding tax-exempt bonds) over (B) the amount which would have been earned if such investments were invested at a rate equal to the yield on the Bond, and (ii) any income attributable to such excess.
Section 14. The Commissioners and Chief Clerk are hereby authorized and empowered on behalf of the County to execute any and all papers and documents and to do or cause to be done any and all acts and things necessary or proper for the carrying out of this Resolution.
Section 15. Bond counsel to the County, Knox McLaughlin Gornall & Sennett, P.C., is hereby requested to prepare or review all documents necessary to the financing and the sale of the Bond and to issue to the purchaser of the Bond the legal opinion relating to the Bond. The Solicitor to the County shall approve the form of all documents required for the closing.
Section 16. All resolutions or parts of resolutions not in accord with this Resolution are hereby repealed insofar as they conflict herewith.
Section 17. The County hereby designates the Bond as a “Qualified Tax-Exempt Obligation” within the meaning of Section 265(b)(3) of the Code. The County reasonably anticipates that the total amount of “qualified tax-exempt obligations” to be issued by the County and all subordinate entities thereof during calendar year 2019 will not exceed $10,000,000.
This Resolution was duly adopted by an affirmative vote of a majority of the Commissioners of Warren County, Pennsylvania, at a meeting duly advertised and held in accordance with the provisions of law on the 13th day of February, 2019.
COMMISSIONERS OF WARREN COUNTY
Benjamin Kafferlin, Chair
Cindy Morrison, Vice Chair
Jeff Eggleston, Secretary