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Home My Public Portal About1997_08_12_R207 The Town of Leesburg, Virginia RESOLUTION NO. A RESOLUTION: PRESENTED Au~gust 12, 1997 97-207 ADOPTED August 12, 1997 OF THE TOWN COUNCIL OF THE TOWN OF LEESBURG, VIRGINIA AUTHORIZING THE ISSUANCE AND SALE OF UTILITY SYSTEM REVENUE REFUNDING BONDS WHEREAS, the Town of Leesburg, Virginia (the "Town") issued its $26,575,000 Utility System Revenue Bonds, Series 1992 (the "Series 1992 Bonds") to finance expansion and improvement of the Town's wastewater collection, processing and treatment system and related facilities. The Town Council has determined that it is advantageous to refinance a portion of the Series 1992 Bonds (the "Refunded Bonds") and to issue revenue bonds of the Town to provide funds for such purpose. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as follows: I. A,,tl~ri~lion of Bonds and Use ofProce~da. Th~ To~ Co~ ~by d~s ~t ~ is ~ble to ~ a d~t ~ m i~e ~ ~ ~ ~s of~ To~ ~ ~ ~ p~i~ ~ of $~,575,0~ w~h ~ ~ ~ci~ ~ ~ ~~ to ~ the p~ipM of~ ~~ ~, ~ ~ on ~ ~~ Bo~ ~ ~ ~y e~m~ ~ ~ ~on ~h ~ ism~ a~ ~ of~ Bo~. T~ is~ ~ ~e of~ Bo~s h ~mby au~. ~ ~c~s ~m ~ h~ ~ ~ of~ Bo~ s~ be us~ W ~y ~ o~~g ~i~l ~u~ ofa~ pm~ ff~, a~ a~d ~e~ on t~ ~d Bo~ ~ ~o ~y ~ ~sts ofis~ ~ ~e of~ Bo~s. 2. Pled~ of Revenues~ The Bonds shall be limited obligations oftl~ Town and principal ot~ premium, if any, and in. rest onth~ Bonds shall b~ payabl~ solely from th~ revenues derived by the Town f~m its water and wastewater system, as set f~rth in the Bonds, the Master hxiemum of Tmst, dated as of/uly 1, 1992 (~hster Indenmre'~ between the Town 'and Cresmr Bank, as trustee ('Trustee'~) and a Second Supplemental Indenture of Trus~ between the Town and the Trustee pursuant to which the Bonds will be issued, and from other funds that have been or may be pledged for such purpose under the terms and conditions of the Master Indenture and the Second Supplemental Indenture. Nothinl~ in figs Resolution, the Bonds, the lVlaster Indemure or the Second Supplemental Indenture shall be deemed to pledse the fldl faith and credit of the Town to the payment of the Bonds. -2- A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UTILITY SYSTEM REVENUE REHJNDING BONDS 3. D~t~il= or,nd ~1~ of'Bonds, The Bonds shall be issued upon the terms established pursuant to thi~ Resolution and the Master Indenture. The Bonds shall be issued in fully registered form, shall be dated such date as the Town Manager or the Director of Finnnce may approve, shall bear interest payable semi-annually at the rotes established as set forth below, shall be in the denominatiom of $5,000 each or whole rmd6ples ~fand shall be ntm,.bered fxom R-1 upwards consecutively. The Town Council authorizes the sale of the Bonds to Wheat First Butcher Singer, as unde~ ('~Jndetwriter'~) and such other co-managing underwritet~ as tim Towrt Manager may approve. The Mayor of the Town and the Town Manager, or either of them, are authorized and directed to execute and deliver a Bond Pttrchese Asreement with the Undm'writer (the '~ond Purchase Agreement'"), providin8 for the sale and delivery of the Bonds. The Town Manager and the Director of Firmnce, or either of them, are authorized and directed to determine and approve the final details of the Bonds, including, without limitation, the aggresate principal areount of the Bonds, the optional and mandatory redemption provisions arid sale price of the Bonds to the Underwriter, provided that (i) the true interest cost of the Bonds, excluding any bond insumnc, e premium, shah not exceed 9%; (h') the final maturity oftbe Bonds shah not be later than 30 years from their date; (ih') the sale price of tho Bonds to the Underwriter excludin8 any original issue discount, shall not be less than 97% of par;, and (iv) the a88regste principal amount of the Bonds shall not exceed $26,575,000. The approval of such offie, a~rs shall be evidenced conclusively by the execution and delivery of the Bond Purchase Asreemem. 4. Redemntion and Payment of Refunded Bonds: Escrow A~reeme~t. The Town Manager and the Director of Fimme, or either of them, are authorized and directed to execute and deliver an Escrow Agreement between the Town and Crestm' Bank, as Escrow A~nt, providing for the irrevocable deposit of proc__,~ed_s oftbe Bonds (and any other a~il~,ble money) sufficient, when invested as set forth in the Escrow Agreeme~ to provide for payment of principal of and premium, if any, and interest on the Refunded Bonds. The Town Manager and the Director of Finance, or either of them, are authorized and directed to determine the maturities of the Series 1992 Bonds to be called for redemption, to irrevocably call for redemption the Refunded Bonds and to provide for notice of~uch t~lemption to be provided to tho registered owners oftbe Refunded Bonds. 5, Di~clomre Do~urr~nt~. The Town Manager, the Director of Finance m~l such officers and agents of the Town as either of them rrmy designate, are hereby authorized and directed to prepare, execute and deliver an appropriate prelimlm~ official m~r~nt, official statement, and such other disclosure documents as troy be nec~ry to expedite tbe sale of the Bonds. Such disclosure documem~ shall be published in ~tu:h publications and distributed in such manner and at such th'ms as the Town ManaS~', tho Director of Fimn~ or ~uch offi~rs or agents of the Town as either of them may d~igeate, ~ determim. Th~ Town Manager and the Director of Finance or either of~ are m.~o~ and ~ to deem tbe PrelimL, mry Official Statement "final" for purpose~ of Secudti~ ~M F. xchen~ Comt~ion Rule 15(c)2-12 and to execute and deliver the ftmtt Official Statement in ~ub~_'_._~h7 tl~ form of the Prelitmmy Official Statement, with such change~, itmetions or oral.ions as tbe executing officer troy approve. A RESOLUTION: -3- AUTHORIZING THE ISSUANCE AND SALE OF UTILrrY SYSTEM REVENUE REFUNDING BONDS 6. Fire.in? Doeun~ras. The Bond~ ~ b~ ismed pumlant to the Master Indenture, the Second Supplemental Indenture of Trust, and the Bond Pur~ Agreement. The Mayor and the Town Manager, or either of them, are authorized and directed to execute and deliver the Second Supplemental Indenture of Trust. 7. Non-Arbitra?e Certificate and Tax Covenants, The Town Mana~r and such officers and agents of the Town as he may designate are authorized and directed to exz~ute a Non-Arbitrage Certificate and Tax Covenants ~tin$ forth the ~Xl~C~ use and invesUnent of the proceeds of the Bonds and containin8 such covenants as lmy be n~easary in order to comply with the provisions of the Internal Revenue Code of 1986, as amended ("Code"), includin8 the provisions of Section 148 of the Code and applicable resulations 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 Town's Non-Arbitrage Certificate and Tax Covenants, to be delivered simultaneously with the issuance and delivery of the Bonds and that the Town shell comply with the other covenants and representations contained therein. 8. Debt Service Reserw Fund. The Town Manager and the Dir~or of Finance, or either ofthem, are authorized to arrange for the deposit with the Tms~e ora surety bond or bond insurance policy in an amount equal to ail or a portion of the amount requil~l to be maintained in the Debt Service Reserve Fund and the application ofcorrespondin~ funds to be released upon such terms and conditions as the Town Manag~ and the Director of Fiance may determine to be in the Towffs best interest. Such officers are authorized to take such action and to execute and deliver such documents as may be necessary to accomplish the foregoing. 9. F, IIIihcLAcgI~. The Town Mana~, and such officers and agents of the Town as he may desi~ate, are authorized and directed to take such further action as they deem necessary regarding the issuance and sale of the Bonds and all actions taken by such officers and agents in connection with the issuance and sale of the Bonds are hereby ratified and confirrred. 10. Filin_~ of Resolution. The appropriate officers or agents of the Town are authoriz~ and directed to ~le a certified copy of Lhis Resolution with the Circuit Court of Loudoun County, Virginia pursuant to Section 15.1-227.9 of the V'~ Code. 11. Effective Date: Ap. ?ieable Law. This Resolution shall ~ake effect immediately. In accordance with Section 15.1-227.2 of the Code oflFtrginia of 1950, as amended, the Town Council elects to issue the Bonds pursuant to the provisions of the Public Finance Act of 1991. A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UTILITY SYSTEM REVENUE REFUNDING BONDS The undersigned Mayor and Clerk of the Town Council of the Town of Leesburg, Virginia, certify that the foregoing constitutes a true, complete and correct copy of the Resolution adopted at a regular meeting of the Town Council of the Town of Leesburg, Virginia, held on August 12, 1997. ATTEST: Clerk of Council Town of Leesburg, Virginia oeS E. Clem, Mayor of Leesburg