BOND RESOLUTION NO 119-09
WHEREAS, the West Mifflin Sanitary
Sewer Municipal Authority (the "Authority") is a public body politic
incorporated exercising public power under the Commonwealth of Pennsylvania
duly organized and validly existing under the provisions of the Municipality
Authorities Act of 1945, Act of May 2, 1945 (P.L. 382, No. 164), as amended and
re-enacted as the Municipality Authorities Act, Act 22 of 2001, and codified at
53 Pa.C.S.A. § 5601, et seq. as amended; and
WHEREAS, in order to provide funds
for certain capital improvements to the sewer system, to currently refund the
portion of the outstanding Authority's Sewer Revenue Bonds, Refunding Series of
1998 (the “1998 Bonds”) which mature on August 1, 2010 and 2011, 2012, 2013
through 2017, 2020, 2023 and 2028 (the "Refunded Bonds"), and to pay
the costs of issuance (collectively the "Project'), the Authority wishes
to issue its Revenue Bonds, Series of 2009 (the "Bonds''); and
WHEREAS, the Authority intends to
defease the lien of the Trust Indenture between the Authority and National City
Bank of Pennsylvania, which was succeeded by U.S. Bank N.A., as Trustee, dated
as of July 15, 1996, which provided for the issuance of the Authority
Guaranteed Sewer Revenue Bonds, Series of 1996 (the “1996 Bonds”); and
WHEREAS, to provide for the issuance
of the Bonds, it will be necessary for the Authority to enter into a Trust
Indenture (the "Indenture'') by and between the Authority and Wells Fargo
Bank, Corporate Trust (the "Trustee''); and
WHEREAS, H-T Capital Markets, Inc.
(A Division of Northeast Securities, Inc.) (the “Underwriter”) plans to submit
to the Authority a contract of purchase (the "Purchase Contract') for the
purchase of the Bonds; and
WHEREAS, it is contemplated that the
Bonds will also be secured by a Bond Insurance Policy to be issued by Financial
Security Assurance Inc. (the "Bond Insurer'') pursuant to a commitment
from the Bond Insurer (the "Commitment''); and
WHEREAS, the Authority desires to
authorize appropriate officers to execute documents and. to do other necessary
acts to effectuate the Project.
NOW, THEREFORE, BE IT RESOLVED AND
IT IS HEREBY RESOLVED as follows:
1. The
Authority hereby accepts the proposal of the Underwriter to purchase the Bonds
on the terms and conditions set forth in the Purchase Contract, subject to the
approval of the solicitor and Bond Counsel.
The Chairman is hereby authorized to execute the Purchase Contract in
the name and on behalf of the Authority and the Secretary of the Authority is
hereby authorized to affix the seal of the Authority to the Purchase Contract
when so executed, and to attest the same and to deliver an executed counterpart
of the Purchase Contract to the Underwriter only if the present value savings
achieved as a result of the current refunding of the 1998 Bonds, net of costs
of issuance, is at least $700,000. Upon
the execution and delivery of the Purchase Proposal, the following provisions
shall become effective.
2. The
Authority authorizes and directs the issuance of the appropriate series of
bonds which shall be designated the West Mifflin Sanitary Sewer Municipal
Authority, Sewer Revenue Bonds, Refunding Series of 2009 (the "Bonds'')
the principal amount as stated in the Purchase Contract not to exceed the
amount of $30,000,000, which Bonds shall be fully registered Bonds and will be
entitled to the security provided in the Indenture and will be paid out of the receipts
and revenues pledged under the Indenture to the extent therein provided. The Bonds will be fixed rate, will bear
interest at the rates and have the yields to maturity and will mature on the
dates and in the amounts set forth in the Purchase Contract and will be
substantially in the forms and contain such other terms and provisions
including provisions for redemption as described in the Purchase Contract and
will be more fully set forth in the Indenture. The
3. In
order to provide for the issuance of the Bonds as set forth herein and to establish
the terms and conditions upon which the Bonds may be issued and delivered and
the terms and conditions upon which the Bonds are secured, the Authority shall
execute and the proper officers are hereby authorized to deliver to Wells Fargo
Bank, Corporate Trust, as Trustee (the “Trustee”), the Indenture, in proper
form as approved by the Solicitor and containing terms substantially described
in the Purchase Contract and the Preliminary Official Statement of the
Authority.
4. The
Chairman or Vice-Chairman of the Authority is authorized, empowered and
directed to execute the Bonds by his/her manual or facsimile signature in the
name and on behalf of the Authority, the Authority's seal, or a facsimile
thereof, is hereby authorized and directed to be affixed or imprinted thereon,
and any officer of the Authority (other than the officer executing the Bonds)
is authorized, empowered and directed to attest said seal or a facsimile
thereof by his/her manual or facsimile signature.
5. The
Chairman or Vice-Chairman and Secretary or Assistant Secretary of the Authority
are authorized and directed to direct the Trustee to authenticate all of the
Bonds and to deliver the Bonds when so authenticated, to the Underwriter upon
receipt therefor for the purchase price as shown in the Purchase Contract.
6. The
Authority hereby authorizes the undertaken and completion of the Project and
the "Construction Project”, as defined in the Indenture.
7. The
appropriate officers of the Authority are authorized and directed to execute
all documents, certificates and agreements and to perform all other acts and do
all other things necessary and proper to be done in connection with the
issuance, sale and delivery of the Bonds and all other matters contemplated by
the Purchase Contract.
8. All
expenses incurred by the Authority in connection with the issuance of the Bonds
and the implementation of other matters described in this Bond Resolution shall
be paid out of the proceeds derived from the issuance of the Bonds and from funds
held under the Indenture. The proper officers of the Authority are hereby
authorized to pay, or cause the Trustee to pay, all fees and expenses incurred
by the Authority in connection with the issuance of the Bonds and the other
transactions contemplated in this Resolution.
9. Wells
Fargo Bank, Corporate Trust is hereby appointed Trustee, Paying Agent and
Registrar for the Bonds.
10. The
Authority hereby appoints the Law Offices of Wayne D. Gerhold as Bond Counsel
for the purpose of rendering any and all necessary opinions with respect to the
Bonds.
11. The
Authority hereby ratifies the preparation of the Preliminary Official Statement
to be used in connection with the sale of the Bonds, the distribution of the
Preliminary Official Statement by the Underwriter and authorizes the
distribution of the Final Official Statement in such form as is approved by the
Solicitor and Bond Counsel.
12. The
Authority hereby designates, H-T Capital Markets, Inc. (A Division of Northeast
Securities, Inc. as the Underwriter of the Bonds.
13. The
Authority hereby agrees to purchase and hereby authorizes the Chairman or the
Vice-Chairman to accept the Commitment of the Bond Insurer to issue a municipal
bond issuance policy insuring the Bonds and direct that the appropriate premium
be promptly paid at the settlement of the sale of the Bonds. The legend indicating the existence of such
policy shall be printed on the Bonds in the form required by the Bond Insurer. All terms and conditions required by the
Commitment shall be incorporated into this Resolution and are incorporated
herein by reference as though set forth at length.
14. All
resolutions or parts of resolutions inconsistent herewith are hereby rescinded,
cancelled or annulled.
15. The
Authority Manager is hereby authorized to provide the notice to U.S. Bank
National Association to call for redemption all of the 1996 Bonds and the 1998
Bonds.
16. The
Chairman, Solicitor, Bond Counsel, Underwriter, Trustee, Paying Agent and all
necessary other parties, are hereby authorized, empowered and directed to do
all acts and things necessary to effectuate the purposes of this Resolution.
RESOLVED this 9th day of July, 2009
ATTEST:
Rich Babjak, Chairman