[HISTORY: Adopted by the Board of Commissioners of the Town of Bridgeville as indicated in article histories. Amendments noted where applicable.]
Zoning — See Ch. 234.
[Adopted 5-9-2005 by Ord. No. A05-7]
The Commissioners of Bridgeville (the "Commissioners") hereby find and determine that:
The issuance of the bonds to finance the costs of the improvements under the Act and this article will serve the public purposes of providing public improvements within the Town, directly and indirectly enhancing the taxable base of the Town, encouraging the development of commerce and industry within the Town, and increasing employment within the Town through the installation of utilities and other necessary public infrastructure improvements in the Heritage Shores District;
The costs of the improvements to be financed with the proceeds of the bonds are costs associated with the design, construction, establishment, extension, alteration or acquisition of adequate storm drainage systems, sewers, water systems, roads, bridges, culverts, tunnels, streets, sidewalks, lighting, parking, parks and recreation facilities, libraries, transit facilities, solid waste facilities and other infrastructure improvements within the meaning of the Act for the Heritage Shores District;
The owner (a private, for-profit entity) of all of the property within the District, except for public property and owner association property has expressed a desire to undertake new development within the Heritage Shores District created pursuant to the resolution, has requested the Commissioners to create the District and has requested the Commissioners to issue the bonds to finance the costs of the improvements;
Any obligations issued by the Commissioners with respect to the improvements under the Act and pursuant to this article may be bonds, notes, or other similar instruments; and
Any such bonds, notes or similar instruments shall not be general obligations of the Commissioners and shall not be secured by a pledge of the full faith and credit or taxing power of the Commissioners but shall be payable solely from the special tax of the Commissioners created by this article allocated and paid into the Heritage Shores Special Fund created by the resolution and from such sinking funds, debt service reserve funds, or such other assets and revenues as the Commissioners may establish or pledge for or to the payment of such bonds, notes or similar instruments.
The Commissioners have complied with the provisions of § 1805 of Title 22 of the Delaware Code.
In connection with the creation of the Heritage Shores District and the Heritage Shores Special Fund, the levy of the Heritage Shores Special Tax, the issuance of the bonds and the administration of the Heritage Shores District and the Heritage Shores Special Tax, the Commissioners expect that certain professional services will be performed by outside professional firms. The Commissioners have determined that § 53-1 of the Code of the Town of Bridgeville shall not apply to any professional services performed in connection with the creation of the Heritage Shores District and the Heritage Shores Special Fund, the levy of the Heritage Shores Special Tax, the issuance of the bonds and the administration of the Heritage Shores District and the Heritage Shores Special Tax.
The levy of special taxes set forth in § 59-3 hereof is calculated in a reasonable manner that results in fairly allocating the cost of the improvements. The basis of the reasonable manner in which the special taxes set forth in § 59-3 hereof have been established is set forth in Exhibit 2 attached hereto and made a part hereof.
Exhibit 2 is on file in Town offices.
The Commissioners hereby confirm the creation of the Heritage Shores District pursuant to the resolution and the creation of the Heritage Shores Special Fund pursuant to the resolution. The Heritage Shores District shall be terminated when no bonds are outstanding in accordance with the Act.
There is hereby levied and imposed the Heritage Shores Special Tax upon all real property within the Heritage Shores District, unless exempted by the provisions hereof, for the purposes, to the extent and in the manner herein provided, through the application of the procedures provided in Exhibit 1, which is attached hereto and by this reference incorporated herein; provided, however, that for any taxable year the amount of the Heritage Shores Special Tax may be reduced by the Commissioners or the Commissioners' designee as provided in Exhibit 1.
Exhibit 1 is on file in Town offices.
In accordance with the rate and method, the Commissioners covenant to levy upon all real property within the Heritage Shores District, except for public property and owner association property, the Heritage Shores Special Tax in rate and amount at least sufficient in each year in which any of the bonds are outstanding to provide for the payment of the principal of, the interest on, and redemption premium, if any, on the bonds; to replenish any debt service reserve fund for the bonds; and for any other purpose related to the ongoing expenses of or security, including debt service coverage requirements, for the bonds.
Until any bonds which are issued to finance the improvements have been fully paid or thereafter, the Commissioners hereby pledge the Heritage Shores Special Taxes to the Heritage Shores Special Fund and hereby covenant that they will deposit or cause to be deposited all proceeds from the Heritage Shores Special Taxes into the Heritage Shores Special Fund.
This pledge and covenant to deposit Heritage Shores Special Taxes derived from the Heritage Shores District is intended to be in complete fulfillment of the condition precedent to the issuance of the bonds contained in § 1805 of Title 22 of the Delaware Code. The pledge and covenant to deposit the Heritage Shores Special Taxes shall be continuous and irrevocable so long as any bonds are outstanding.
The Heritage Shores Special Fund will be held by the trustee for the bonds. The Commissioners may use, accumulate, and pay moneys in the Heritage Shores Special Fund as provided in, and subject to the restrictions of, the Act. Any moneys remaining in the Heritage Shores Special Fund for the Heritage Shores District on the date of termination of the Heritage Shores District shall be paid to the general fund of the Commissioners.
The Heritage Shore Special Tax levied and imposed by this article in the Heritage Shores District shall take effect, be in force and be collected for the 2005-2006 fiscal year and each taxable year thereafter, provided that the special tax shall not be levied after the date of termination as provided in the rate and method attached hereto as Exhibit 1.
The Commissioners hereby agree to designate the Administrator which shall be responsible for administration of the Heritage Shores District, and the Administrator shall have such duties and responsibilities as evidenced in a fiscal agent agreement or other agreement by and between the Commissioners and the Administrator, as amended or modified by the terms of any supplemental fiscal agent agreement.
The issuance and sale of the bonds in an aggregate principal amount not to exceed $65,000,000, and bearing interest at a maximum rate of interest not to exceed 8.0%, all as may be determined by the President of the Commissioners (the "President"), are hereby authorized and approved. The bonds are authorized hereby to be executed by the manual or facsimile signature of the President, and the seal of the Commissioners shall be affixed to the bonds and attested by the Secretary. The bonds shall not be an indebtedness of the Commissioners for which the Commissioners are obligated to levy or pledge, or have levied or pledged, general or special taxation other than the Heritage Shores Special Tax. Pursuant to the Act, the bonds will be special obligations payable solely from the funds in the Heritage Shores Special Funds and the proceeds of the Heritage Shores Special Taxes and shall not constitute a general obligation debt of the Commissioners or a pledge of the Commissioners' full faith and credit or taxing power.
All proceeds received from the sale of the bonds shall be applied to pay costs (as defined in § 1801(3) of Title 22 of the Delaware Code with respect to the improvements and the bonds.
The Commissioners hereby determine to sell the bonds to Prager, Seally & Co., as underwriter, in a private, negotiated deal. The President is authorized to proceed with the offering and sale of the bonds; provided, however, that any offering of the bonds shall be limited to accredited investors within the meaning of § 2(15) of the Securities Act of 1933, as amended.
The President and/or any other authorized officers of the Commissioners are authorized and directed to take any and all actions and to execute, attest, affix the Commissioners' seal to and deliver, and to file and record in any appropriate public offices (if applicable) all documents, instruments, certifications, forms (including but not limited to appropriate IRS forms in respect to the bonds), financing statements, letters of instructions, written requests, contracts, agreements and other papers, whether or not herein mentioned, as may be necessary or convenient to evidence the approvals of the Commissioners provided in this article and to consummate the transactions contemplated in this article or in any of the documents herein authorized and approved.
The President, the Treasurer of the Commissioners and all other officials of the Commissioners are hereby authorized and empowered to do any and all such things as shall be deemed necessary by them to facilitate the issuance of the bonds and are hereby authorized and empowered to do all such things and execute such documents and certificates as may be determined by them to be necessary to carry out and comply with the provisions of the Act and this article.
Prior to the issuance, sale and delivery of the bonds, the President by executive order shall specify, prescribe, determine, provide for, or approve, for the purposes and within the limitations of the Act and this article, all matters, details, forms, documents, and procedures pertaining to the sale, security, issuance, delivery, and payment of or for one or more series of the bonds, including without limitation the following:
The actual principal amount of the bonds to be issued;
The actual rate or rates of interest for the bonds;
The manner in which and the terms upon which the bonds are to be sold;
The manner in which and the times and places that the interest on the bonds is to be paid;
The time or times that the bonds may be executed, issued, and delivered;
The form and tenor of the bonds and the denominations in which the bonds may be issued;
The manner in which and the times and places that the principal of the bonds is to be paid, within the limitations set forth in the Act and this article;
Provisions pursuant to which any or all of the bonds may be called for redemption prior to their stated maturity dates;
The establishment of a sinking fund and a debt service reserve fund for the bonds;
The form and contents of, and provisions for the execution and delivery of, such financing documents as the President shall deem necessary or desirable to evidence, secure or effectuate the issuance, sale and delivery of the bonds, including (without limitation) any fiscal agent agreements, development agreements, funding agreements, security agreements, assignments, guarantees, indentures, financing agreements or escrow agreements;
The creation of security for the bonds and provision for the administration of the bonds, including (without limitation) the appointment of such trustees, escrow agents, fiscal agents, payment agents, registrars or other agents as the President shall deem necessary or desirable to effectuate the transactions authorized hereby;
Provisions for the preparation and distribution of both a preliminary and a final official statement, placement memorandum, or offering circular in connection with the sale of any series of the bonds, if such preliminary official statement and final official statement, placement memorandum, or offering circular are determined to be necessary or desirable for the sale of the bonds;
To the extent that other obligated persons with respect to the bonds have not assured compliance with, or to the extent that the offering of the bonds is not exempt from the requirements of Rule 15c2-12 of the United States Securities and Exchange Commission, the determination of the form and contents of any written agreement or contract required by law for the benefit of the holders of the bonds under which agreement or contract the Commissioners will undertake to provide annual financial information, audited financial statements, material events notices, and other information to the extent required by such rule;
The determination of, or the provision for, such other matters in connection with the authorization, issuance, execution, sale, delivery, and payment of the bonds, the security for the bonds, and the consummation of the transactions contemplated by this article as may be deemed appropriate by the President, including without limitation establishing procedures for the execution, acknowledgment, sealing, and delivery of such other and further agreements, documents, and instruments, and the authorization of the officials of the Commissioners to take any and all actions as are or may be necessary or appropriate to consummate the transactions contemplated by this article in accordance with the Act and this article.
The Commissioners are hereby authorized to enter into one or more agreements with respect to the improvements with the current owner of the property (each, a "development agreement"). Each development agreement shall contain such terms, agreements, and conditions and be in such form as the President may approve after consultation with Bond Counsel to the Commissioners. Each development agreement shall be executed on behalf of the Commissioners by the President, and the corporate seal of the Commissioners shall be impressed thereon and attested by the Secretary (or other authorized officer). The President, the Secretary, and other appropriate officials of the Commissioners are hereby authorized and empowered to do all such acts and things and execute such other documents and certificates as necessary to carry out and comply with the provisions of this § 59-12.
In accordance with § 1815 of Title 22 of the Delaware Code, it is hereby determined that the use of the property within the Heritage Shores District is consistent with the Comprehensive Plan for the area.
This article shall become effective upon its adoption by a majority of all members elected to the Commissioners of Bridgeville. The Commissioners may not revoke the provisions of §§ 59-3 and 59-4 of this article as long as the principal of, and the interest and any premium on, any of the bonds, including any bonds issued to refund the bonds, remains unpaid.
In the event that no bonds are issued to finance the improvements within one year after the date this article is adopted, this article shall be automatically revoked without further action by the Commissioners.