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MINUTES Vol. 26 Page 340
SPECIAL JOINT MEETING
CITY COUNCIL & WPC AUTHORITY AND BOARD OF FINANCE
September 2, 2014
A SPECIAL JOINT MEETING was held by the City Council & WPC Authority and the Board of Finance in the City Hall Auditorium on Tuesday, September 2, 2014.
Those in attendance included Mayor Elinor Carbone, Corporation Counsel Raymond Rigat, City Councilors Christopher Anderson, Paul Cavagnero, Gregg Cogswell, Drake Waldron, Anne Ruwet and Paul Samele. Public Works Director Gerald Rollett, WPCA Administrator Ray Drew, City Treasurer Arthur Mattiello, City Clerk Joseph Quartiero, and Fire Chief Gary Brunoli were also present, along with Board of Finance members Joshua Ferreira, Frank Rubino, Thomas Scoville, Laurene Pesce, and Bill Lamoin.
Mayor Carbone called the meeting to order at 7:27 p.m.
On a motion by Mr. Rubino, seconded by Mr. Scoville, the Board of Finance voted to adopt a resolution recommending the appropriation of $52,000,000 for the planning, design, construction, and reconstruction of the Water Pollution Control Facility and Wastewater Infrastructure and authorizing the issuance of $52,000,000 Bonds of the City to meet said appropriation and pending the issuance thereof, the making of temporary borrowings for such purpose.
Upon roll call, the ayes and nays were as follows:
Ayes Nays
Joshua Ferreira
Frank Rubino
Thomas Scoville
Laurene Pesce
Bill Lamoin
Mayor Carbone declared the motion carried and the resolution adopted.
2. Board of Councilmen and Board of Councilmen Acting Herein as the Water Pollution Control Authority:
On a motion by Councilor Ruwet, seconded by Councilor Cogswell, the Board of Councilmen and the Board of Councilmen Acting Herein as the Water Pollution Control Authority voted to accept the recommendation of the Board of Finance as to Item #1, and to adopt the following resolution entitled “Resolution Appropriating $52,000,000 For The Planning, Design, Construction, And Reconstruction Of The Water Pollution Control Facility And Wastewater Infrastructure And Authorizing The Issuance Of $52,000,000 Bonds Of The City To Meet Said Appropriation And Pending The Issuance Thereof, The Making Of Temporary Borrowings For Such Purpose.”
RESOLVED:
Section 1. The sum of $52,000,000 is hereby appropriated for the planning, design, construction, reconstruction of, and improvements to, the Water Pollution Control Facility and wastewater infrastructure, including but not limited to, the replacement of preliminary treatment processes and equipment, primary treatment tank repair and construction of new primary tanks and associated equipment, aeration tank modifications and associated equipment replacement, new final clarifiers and associated equipment, new nitrogen and phosphorus treatment processes and associated equipment, new emergency generators and associated electrical systems, electrical distribution systems, HVAC systems and all related appurtenances, and rehabilitation of the sanitary pumping stations, all as more
particularly described in the Facility Plan for the City of Torrington Water Pollution Control Facility, dated October 2012, as it may be amended from time to time, said appropriation to be inclusive of administrative, financing, legal and costs of issuance related thereto (collectively, the “Project”), and said appropriation to be inclusive of any and all State and Federal grants-in-aid thereof.
Section 2. To meet said appropriation, $52,000,000 bonds of the City of Torrington (the “City”) or so much thereof as shall be necessary for such purpose, shall be issued, maturing not later than the maximum maturity permitted by the General Statutes of Connecticut, Revision of 1958, as amended from time to time (the “Connecticut General Statutes”). Said bonds may be issued in one or more series as determined by the Mayor and the City Treasurer and the amount of bonds of each series to be issued shall be fixed by the Mayor and the City Treasurer in the amount necessary to meet the City's share of the cost of the Project determined after considering
the estimated amount of the State grants-in-aid of the Project, or the actual amount thereof if this
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SPECIAL JOINT MEETING
CITY COUNCIL & WPC AUTHORITY AND BOARD OF FINANCE
September 2, 2014
be ascertainable, and the anticipated times of the receipt of the proceeds thereof, provided that the total amount of bonds to be issued shall not be less than an amount which will provide funds sufficient with other funds available for such purpose to pay the principal of and the interest on all temporary borrowings in anticipation of the receipt of the proceeds of said bonds out¬standing at the time of the issuance thereof, and to pay for the administrative, printing and legal costs of issuing the bonds. The bonds shall be in the denomination of $1,000 or a whole multiple thereof, be issued in fully registered form, be executed in the name and on behalf of the City by the facsimile or manual signatures of the Mayor and the City Treasurer, bear the City seal or a facsimile thereof, be certified by a bank or trust company, which
bank or trust company may be designated the registrar and transfer agent, be payable at a bank or trust company, and be approved as to their legality by Robinson & Cole LLP, Attorneys-at-Law, of Hartford. The bonds shall be general obligations of the City and each of the bonds shall recite that every requirement of law relating to its issue has been duly complied with, that such bond is within every debt and other limit prescribed by law, and that the full faith and credit of the City are pledged to the payment of the principal thereof and interest thereon. The aggregate principal amount of the bonds of each series to be issued, the annual installments of principal, redemption provisions, if any, the certifying, registrar and transfer agent and paying agent, the date, time of issue and sale and other terms, details and particulars of such bonds, including the approval of the rate or rates of interest, shall be determined by the Mayor and the City Treasurer, in the
best interest of the City.
Section 3. The bonds shall be sold by the Mayor in a competitive offering or by negotiation, in his or her discretion. If sold in a competitive offering, the bonds shall be sold at not less than par and accrued interest on the basis of the lowest net or true interest cost to the City. A notice of sale or a summary thereof describing the bonds and setting forth the terms and conditions of the sale shall be published at least five days in advance of the sale in a recognized publication carrying municipal bond notices and devoted primarily to financial news and the subject of state and municipal bonds. If the bonds are sold by negotiation, provisions of the purchase agreement shall be approved by the Mayor and the City Treasurer.
Section 4. The City Treasurer is authorized to make temporary borrowings in anticipation of the receipt of the proceeds of said bonds. Notes evidencing such borrowings shall be signed by the Mayor and the City Treasurer, have the seal of the City affixed, be payable at a bank or trust company designated by the Mayor, be approved as to their legality by Robinson & Cole LLP, Attorneys-at-Law, of Hartford, and be certified by a bank or trust company designated by the City Treasurer pursuant to Section 7-373 of the Connecticut General Statutes. They shall be issued with maturity dates which comply with the provisions of the Connecticut General Statutes governing the issuance of such notes, as the same may be amended from time to time. The notes shall be general
obligations of the City and each of the notes shall recite that every requirement of law relating to its issue has been duly complied with, that such note is within every debt and other limit prescribed by law, and that the full faith and credit of the City are pledged to the payment of the principal thereof and the interest thereon. The net interest cost on such notes, including renewals thereof, and the expense of preparing, issuing and marketing them, to the extent paid from the proceeds of such renewals or said bonds, shall be included as a cost of the Project. Upon the sale of the bonds, the proceeds thereof, to the extent required, shall be applied forthwith to the payment of the principal of and the interest on any such notes then outstanding or shall be deposited with a bank or trust company in trust for such purpose.
Section 5. The Mayor and the City Treasurer are authorized in the name and on behalf of the City to apply for and accept any and all federal and state loans and/or grants-in-aid and/or subsidies-in-aid for the Project and is further authorized to expend said funds in accordance with the terms thereof. To meet any portion of the costs of the Project determined by the State of Connecticut Department of Energy and Environmental Protection to be eligible for funding under Section 22a-475 et seq. of the Connecticut General Statutes (collectively, the “Clean Water Fund Program”), the City is authorized and may issue interim funding obligations in anticipation of project loan obligations and project loan obligations (collectively, “Clean Water Fund Obligations”) in such denominations as the Mayor and the City Treasurer
shall determine. Clean Water Fund Obligations and Project Loan and Grant Agreements under the Clean Water Fund Program, and any other instruments, agreements or certificates required under the Clean Water Fund Program shall be executed in the name and on behalf of the City by the manual or facsimile signatures of the Mayor and the City Treasurer, and bear the City seal or a facsimile thereof. The aggregate principal amount of the Clean Water Fund Obligations to be issued, the dated date, final maturity,
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SPECIAL JOINT MEETING
CITY COUNCIL & WPC AUTHORITY AND BOARD OF FINANCE
September 2, 2014
rate or rates of interest, the date, time of issue and sale and all other terms, details and particulars of such Clean Water Fund Obligations, subject to the provisions of the Clean Water Fund Program, shall be determined by the Mayor and the City Treasurer. Said Clean Water Fund Obligations may be secured as to both principal and interest by (a) the full faith and credit of the City, (b) a pledge of revenues to be derived from the Project, including, without limitation, sewerage system sewer use charges, sewerage system connection charges and sewerage system benefit assessments, or any combination thereof, or (c) a pledge of revenues to be derived from the Project, including, without limitation, sewerage system sewer use charges, sewerage system connection charges and sewerage system benefit assessments, or any combination
thereof, and also by the full faith and credit of the City. Each of the Clean Water Fund Obligations shall recite that every requirement of law relating to its issue has been duly complied with, that such obligation is within every debt and other limit prescribed by law, and that either (a) the full faith and credit of the City, or (b) a pledge of revenues to be derived from the Project, including, without limitation, sewerage system sewer use charges, sewerage system connection charges and sewerage system benefit assessments, or any combination thereof, or (c) a pledge of revenues to be derived from the Project, including, without limitation, sewerage system sewer use charges, sewerage system connection charges and sewerage system benefit assessments, or any combination thereof, and also the full faith and credit of the City are pledged to the payment of the principal thereof and the interest thereon.
Section 6. The City hereby expresses its official intent pursuant to Section 1.150-2 of the Federal Income Tax Regulations, Title 26 (the “Regulations”), to reimburse expenditures paid sixty days prior to and any time after the date of passage of this resolution in the maximum amount and for the Project with the proceeds of bonds, notes, or other obligations (“Tax Exempt Obligations”) authorized to be issued by the City. The Bonds shall be issued to reimburse such expenditures not later than 18 months after the later of the date of the expenditure or the substantial completion of the Project, or such later date the Regulations may authorize. The City hereby certifies that the intention to reimburse as expressed herein is based upon its reasonable expectations as of
this date. The Mayor or his or her designee is authorized to pay Project expenses in accordance herewith pending the issuance of the Tax Exempt Obligations.
Section 7. The City Treasurer is hereby authorized, on behalf of the City, to enter into agreements or otherwise covenant for the benefit of bondholders to provide information on an annual or other periodic basis to the Municipal Securities Rulemaking Board (the “MSRB”) and to provide notices to the MSRB of material events as enumerated in Securities and Exchange Commission Exchange Act Rule 15c2-12, as amended, as may be necessary, appropriate or desirable to effect the sale of the bonds and notes authorized by this resolution. Any agreements or representations to provide information to the MSRB made prior hereto are hereby confirmed, ratified and approved.
Section 8. The Mayor is hereby authorized, empowered and directed in the name and on behalf of the City to execute and deliver such other instruments, documents and agreements and to take such other and further action, as he or she shall deem necessary, appropriate or desirable to carry out the purpose and intent of the foregoing resolutions and to effectuate the transactions contemplated hereby.
Section 9. This resolution shall become effective upon its approval by the electors of the City at a Special City Meeting called by the Mayor for such purpose.
Upon roll call, the ayes and nays were as follows:
Ayes Nays
Paul Cavagnero
Gregg Cogswell
Anne Ruwet
Christopher Anderson
Paul Samele
Drake Waldron
Mayor Carbone declared the motion carried and the resolution adopted.
3. Board of Councilmen:
On a motion by Councilor Ruwet, seconded by Councilor Waldron, the Board of Councilmen voted to submit the resolution adopted in Item #2 above, for approval or disapproval by the electors of the City, at a Special City Meeting pursuant to section C2-3 of the City Charter and held in conjunction with the general election on November 4, 2014 between the hours of 6:00 a.m. and 8:00 p.m. (E.S.T.)
MINUTES -- PAGE 4 Vol. 26 Page 343
SPECIAL JOINT MEETING
CITY COUNCIL & WPC AUTHORITY AND BOARD OF FINANCE
September 2, 2014
The warning of said meeting will state the question to be voted on as follows: “Shall the resolution entitled “Resolution Appropriating $52,000,000 For The Planning, Design, Construction, And Reconstruction Of The Water Pollution Control Facility And Wastewater Infrastructure And Authorizing The Issuance Of $52,000,000 Bonds Of The City To Meet Said Appropriation And Pending The Issuance Thereof, The Making Of Temporary Borrowings For Such Purpose”, adopted by the Board of Councilmen at its meeting held September 2, 2014, be approved?
The ballot label for said question shall read as follows: “Shall the City of Torrington appropriate $52,000,000 for the planning, design, construction, and reconstruction of the Water Pollution Control Facility and Wastewater Infrastructure and authorize the issuance of $52,000,000 bonds of the City to finance the appropriation?~~~~~~~~~~~~~~~~~~~~~~~
YES _____~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ NO ____"
The warning shall also state that the full text of the aforesaid resolution is on file, open to public inspection, in the Office of the City Clerk, that the vote on the aforesaid bond resolution is taken under the authority of Section C2-3 of the Charter of the City of Torrington and Chapter 152 of the Connecticut General Statutes, as amended, and that absentee ballots will be made available in accordance with law, in the Office of the City Clerk.
Upon roll call, the ayes and nays were as follows:
Ayes Nays
Paul Cavagnero
Gregg Cogswell
Anne Ruwet
Christopher Anderson
Paul Samele
Drake Waldron
Mayor Carbone declared the motion carried and the resolution adopted.
ADJOURNMENT
On a motion by Councilor Waldron, seconded by Councilor Cogswell, the special joint meeting was adjourned at 7:34 p.m.
ATTEST: JOSEPH L. QUARTIERO, CMC
CITY CLERK
Carol L. Anderson, CMC
Asst. City Clerk
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