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HomeMy Public PortalAbout1992_06_23_R096The Town of Leesburg, Virginia RESOL .UTION NO. 92-96 PRESENTED ADOPTED June 9, 1992 June 23, 1992 A RESOLUTION: AUTHORIZING THE ISSUANCE AND SAI,E OF THE TOWN OF LEESBURG, VIRGINIA UTILITY SYSTEM REVENUE BONDS, SERIES 1992 WHEREAS, the Town Council ("Council") of the Town of Leesburg, Vh'~nis ("Town") has determined that it is necessary for the Town to expand and improve the Town's wnstewater collection, processing and treatment system and related facilities ("Project"), and it is nece_.~savy and expedient to borrow an estlma*~l max4mum amount of $27,000,000 and to issue revenue bonds (~Bonds") to provide funds to pay the costs of such facilities; and WHIGS, the Town Council on May 26, 1992, at 7:30 p.n~, held a public hearing on the issuance of the Bonds in aecorrlance with the requirements of Section 15.1-227.8 of the 1950 Code of W~ni~, as amended THEREFORE, RESOLVED by the Council of the Town of Leesburg in W~r~ni~ as follows: SECTION L Authorization of BOnds and Use of Proceeds. The Town Council hereby determines that it is advisable to contract a debt and to issue and sell the Bonds in an amount not to exeeed $27,000,000. The issuance and sale of the BOnds is hereby authorizecL The proceeds from the issuance and sale of the BOnds shall be tlaed to pay the costs of the Project, inelu~ling the cost of issuing the Bonds. In accordance with Section 15.1-227.2 of the 1950 Code o£~,r~r~nls, as amended, the Cotmeil elects to issue the BOnds pursuant to the provisions of the Public Finance Act of 1991. SECTION II. Finatl~.~ Documents. The Bonds shall be is811ed pursuant to a Master Indenture ("Master Indenture") between the Town and Crestar _R, nU Richmond, ~r~rginia as Trttstee (Wrustee") and a First Supplemental Indenture ("First Supplemental Indenture") between the Town and the Trustee. The Master Indenture and the First Supplemental Indenture are approved in substantially the forms on file with the Director of Finance. The Mayor and the Town Manager, or either of them, are authorized to execute on behalf of the Town, and, if required, the Clerk of the Town is authorized to ~ and attest -2- RESOLUTION: AUTHORIZING THE ISSUANCE AND SA!~R OF THE TOWN OF LEESBURG, VIRGINIA UTILITY SYSTEM REVENUE BONDS, SERIES 1992 the seal of the Town to, the Master Indenture and the First Supplemental Indenture, in substantially the forms on f'de with the Director of Finance, with such changes, insertions or omissions as may be approved by the Mayor or the Town Manager, whose approval shall be evidenced conclusively by the execution and delivery of the documents. SECTION III. Pledge of Revenues. The Bonds shall be limited obligations of the Town and principal of, premi,,m~ if any, and interest on the Bonds shall be payable as provided in the Bonds and the Master Indenture and First Supplemental Indenture solely from the revenues derived by the Town from its water and wastewater systems, as set forth in the Master Indenture and First Supplemental Indenture and from other funds that have been or may be pledged for such purpose under the terms and conditions of such documents. Nothing in this Resolution, the Bonds, the Master Indenture or the First Supplemental Indenture shall be deemed to pledge the full faith and credit of the Town to the payment of the Bonds. SECTION IV. Detall~ of Bonds. The Bonds shall be issued upon the terms established pursuant to this Resolution and as set forth in the Master Indenture and the First Supplemental Indenture. The Bonds shall be in substantially the form set forth in the First Supplemental Indenture. SECTION V. Sale of Bonds. The Town Council authorizes the sale of the Bonds in an aggregate principal amount not to exceed $27,000,000 to Alex Brown & Sons Incorporated, as Senior Managing Underwriter, Craigie Incorporated and Wheat, First Securities, Inc., as underwriters ("Underwriters"). The Town Manager and the Mayor of the Town, or either of them, are authorized and directed to execute and deliver a Bond Purchase Agreement with the Underwriters, providing for the sale and delivery of the Bonds. The Mayor and the Town Manager, or either of them is authorized and directed to determine and appro~'e the final details of the Bonds, including, without limitation, the aggregate principal amount of the Bonds, the interest rates on the Bonds, the dates and m-turity dates of the Bonds, the optional redemption provisions and sale price of the Bonds to the Underwriters, provided that (i) the true interest cost of the Bonds, excluding any bond insurance premium~ shall not exceed 9%, (ii) the final maturity of -3- RESOLUTION: AUTHOI~TZING THE ISSUANCE AND S,~T,R OFTHE TOWN OF LEESBURG, VIRGINIA UTILITY SYSTEM EEVENUE BONDS, SERIES 1992 the Bonds shall not be later than 31 years from their date, (i~i) the aggregate principal -mount of the Bonds sh,]l not exceed $27,000,000, and (iv) the sale price of the Bonds excludi-g any ordinal ~ssue discount shall not be less than 97% of par. The approval of such officers shall be evidenced conclusively by the execution and de,very of the Bond Purch~e A~reement. SECTION VI. Non-Arbitrage Certificate and Tax Covenants. The appropriate officers and ,gents of the Town are authorized and directed to execute a Non-Arbitrage Certificate and Tax Covenants set~i-g forth the expected use and investment of the proceeds of the BOnds and centainin~ such covenants as may be necessary in order to comply with the provisions of the Internal Revenue Code of 1986, as amended ("code"), including the provisions of Section 148 of the Code and applicable re&relations relating to "arbitrage bonds." The Town Council covenants on behalf of the Town that the proceeds from the issuance and sale of the BOnds will be invested and expended as set forth in the Indenture and the Town's Non- Arbitrage Certificate and Tax Covenants, to be delivered simultaneously with the issuance and delivery of the Bonds and that the Town shall comply with the other covenants and representations centained thereim SECTION VI/. Disclosure Documents. The Town Manager, and such officers and agents of the Town as he may designate, are hereby authorized and directed to prepare and distribute an appropriate prellmln.,.y official statement, official statement, and such disclosure documents as rrmy be necessary to expedite the sale of the Bonds. The form of the Preliminary Official Statement on file with the Director of Finance and a fL, mi official statement in substantially the form of the Prelimln.~), Official Statement are approved and their use by the Underwriters in cennection with the offering and sale of the Bonds is approved, ratified and confirmed. The Mayor and the Town Manager, or either of them, are authorized and directed to deem the Preliminary Official Statement "f'mal" for purposes of Securities and Exehsn~e Commi~ion Rule 15(c)2-12 and to execute and deliver the t'mal Of Bei,1 Statement in substantially the form of the Prellmin.,.y Offi~i-! Statement, with such changes, insertions or omi~-~Ons as the executing officer may approve. Such disclosure documents shall be published in such publications and distributed in such RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF THE TOWN OF LEESBURG, VIRGINIA UTILITY SYSTEM REVENUE BONDS, SERIES 1992 msnner and at such times as the Town l~Jsns~r, or such officers or a2ents of the Town as he may designate, shall deterxnine. SECTION VIIL Further Actions. The Town Manager, and such officers and agents of the Town as he rosy desigimte, are authorized and directed to take such further action and to execute and deliver such cert/ficates and documents as they deem necessary regardin~ the issuance and sale of the Bonds and all actions taken by such otT~cers and agents in connection with the issuance and sale of the Bonds are hereby ratified and confi~ne~ SECTION IN. ~ of Resolutiom The appropr/ate officers or agents of the Town are authorized and directed to file a certified copy of this Resolution with the Circuit Court of the County of Loudoun, VirEin/a pursuant to Section 15.1-227.9 of the Virg/n/a Code. SECTION X. Effective Date. This Resolution shall take effect immed~tely. PASSED this 23rd day of June ,1992. A~'EST: Robert E. Sevila, Mayor Town of Leesburg TOWN OF LEESBURG, VIRGINIA TOWN COUNCIL RESOLUTION 92-96 Date: June 23, 1992 At a re~,lar meeting of the Town Council of the Town of Leesburg, Virginia, held on the 23rd day of June, 1992, the following persons were present or absent as shown~ PRESENT: Mayor Robert E. Sevila Coul~Imembers: Oeor~a Bange James E. Clem Christine M. Forester Donald A. I~imball Claxton E. Lovin Willlsm Webb ABSENT: None On motion of Councilmember Lovin, seconded by Counciknember Forester, the following Resolution was adopted by a majority of the members of the Town Council by a roll call vote, the ayes and nays being recorded as follows: Member Vote Georgia Bange Aye James Clem Aye Christine Forester Aye Donald ]~irnball Aye Claxton Lovin Aye Willisrn Webb Nay Mayor Sevila Aye