HomeMy Public PortalAbout1999_09_14_r289 Authorizing Bond SaleRESOLUTION NO. 99-289
PRESENTED September 14, 1999
ADOPTED ~eptember 14, 1999
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LEESBURG,
VIRGINIA, AUTHORIZING AND APPROVING THE ISSUANCE AND SALE OF THE
TOWN OF LEESBURG, VIRGINIA, UTILITY SYSTEM REVENUE BOND, SERIES
1999, IN THE MAXIMUM PRINCIPAL AMOUNT OF $11,000,000, AND SETTING
FORTH THE FORM, DETAILS AND PROVISIONS FOR THE PAYMENT THEREOF
RECITALS
A. The Town Council of the Town of Leesburg, Virginia (the "Town Council"), has
determined that it is necessary to finance the cost of certain improvements to and upgrades of the
Town of Leesburg, Virginia's (the "Town") water and sewer system (the "Project"), and that it is
necessary and expedient to borrow up to $11,000,000 and to issue its Utility System Revenue
Bond, Series 1999 (the "Bond") to provide funds to pay the costs of the Project.
B. The Bond will be issued as "Parity Indebtedness" as defined in the Master
Indenture of Trust dated as of July 1, 1992 (as amended and supplemented, the "Master
Indenture"), between the Town and Crestar Bank, as trustee. The Bond will be secured by a
pledge of the revenues (as more particularly defined in the Financing Agreement, the
"Revenues") derived by the Town the ownership and operation of its water and sewer system (as
more particularly defined in the Financing Agreement, the "System"). The Bond will be secured
on parity with the Town's outstanding Bonds (as defined in the Master Indenture) and Parity
Indebtedness with respect to the pledge of Revenues.
C. The Bond will be sold by the Town to the Virginia Water Facilities Revolving
Fund (the "Fund"), acting by and through the Virginia Resources Authority, pursuant to the
terms of a Financing Agreement (the "Financing Agreement") between the Town and the Fund,
to be dated as of a date specified by the Fund, or to such other purchasee and in such manner as
the Mayor or Town Manager determine to be in the best interests of the Town.
D. The foregoing arrangements will be reflected in the Financing Agreement, a form
of which is on file with the Town.
E. On September 14, 1999, the Town Council held a public hearing on the issuance
of the Bond in accordance with the requirements of Section 15.2-2606 of the Code of Virginia of
1950, as amended (the "Virginia Code").
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF LEESBURG, VIRGINIA, THAT:
1. Election to Proceed Under Public Finance Act of 1991. The Town Council
hereby elects to issue the Bond under the provisions of the Public Finance Act of 1991, Chapter
26, Title 15.2 of the Virginia Code (the "Public Finance Act") without regard to the
requirements, restrictions or other provisions contained in the Charter of the Town.
2. Authorization of Bond and Use of Proceeds. The Town Council hereby
determines that it is advisable to contract a debt and to issue the Bond in the maximum principal
amount of up to $11,000,000, all pursuant to the terms of this Resolution, the Financing
Agreement, the Public Finance Act and upon such other terms as may be determined in the
manner set forth in this Resolution. The issuance and sale of the Bond upon such terms are
hereby authorized and approved. The Bond shall be known as the "Town of Leesburg, Virginia,
Utility System Revenue Bond, Series 1999." The proceeds from the issuance and sale of the
Bond shall be used, together with other available funds, if any, to pay the costs of the Project.
3. Details of Bond. The Bond shall be issued and sold substantially upon the terms
and conditions set forth in this Resolution and the Financing Agreement. The Bond shall be
issued as a single bond in fully registered form and shall be dated such date as the Mayor or
Town Manager shall determine. The Mayor and Town Manager are authorized and directed to
determine and approve all of the other details of the Bond, including without limitation, the
maximum principal amount authorized to be advanced thereunder, the interest rate, the maturity
or payment dates and amounts and the final maturity date; provided, however, that (i) the
maximum principal amount authorized to be advanced under the Bond shall not exceed
$11,000,000, (ii) the interest rate on the Bond shall not exceed four percent (4%) per annum, and
(iii) the final maturity date of the Bond shall be no later than December 31, 2020. The Mayor or
Town Manager's approval of such details shall be evidenced conclusively by the due execution
and delivery of the Bond on the Town's behalf.
4. Pledge of Revenues. The Bond shall be a limited obligation of the Town and,
except to the extent payable from the proceeds of the sale of the Bond or the income, if any,
derived from the investment thereof, will be payable exclusively from the Revenues of the
System, which the Town hereby pledges to the payment of the principal of and interest on the
Bond pursuant to the terms of the Financing Agreement. The Bond will be issued as Parity
Indebtedness under the Master Indenture, and will be secured on parity with the Town's
outstanding Bonds and Parity Indebtedness with respect to the pledge of Revenues. Neither the
Commonwealth of Virginia nor any of its political subdivisions, including the Town, shall be
obligated to pay the principal of or interest on the Bond or other costs incident to it except from
the revenues and any other money or property pledged for such purpose, and neither the faith and
credit nor the taxing power of the Commonwealth of Virginia or any of its political subdivisions,
including the Town, is pledged to the payment of the principal of or interest on the Bond or other
costs incident to it. The issuance of the Bond does not directly, indirectly or contingently
obligate the Commonwealth of Virginia or any of its political subdivisions, including the Town,
to levy any taxes for the payment of the Bond.
5. Form of Bond. The Bond shall be in substantially the form attached as Exhibit A
to the Financing Agreement, with such variations, insertions or deletions as may be approved by
the Mayor, whose approval shall be evidenced by his execution of the Bond on the Town's
behalf. There may be endorsed on the Bond such legend or text as may be necessary or
appropriate to conform to any applicable rules and regulations of any governmental authority or
any usage or requirement of law with respect thereto.
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6. Evidence of Approval. The Mayor or Town Manager's approval or
determination of all of the details and provisions of the Bond that he has been authorized and/or
directed to approve under this Resolution shall be evidenced conclusively by the execution and
delivery of the Bond on the Town's behalf.
7. Redemption of Bond. The Bond shall be subject to optional redemption at the
direction of the Town Council, without penalty or premium, in whole or in part, at any time,
upon the terms set forth in the Bond and the Financing Agreement.
8. Execution and Delivery_ of Bond. The Mayor is authorized and directed to
execute the Bond. The Clerk of the Town Council is authorized and directed to affix the seal of
the Town to the executed Bond and to attest it and then to deliver the Bond to the Fund upon
payment of the first principal advance thereunder.
9. Typewritten Bond. The Town shall issue the Bond as a single bond in
typewritten form.
10. Registration, Transfer and Exchange. The Town Council hereby appoims the
Finance Director as its registrar and transfer agem to keep books for the registration and transfer
of the Bond and to make such registrations and transfers on such books under such reasonable
regulations as the Town Council may prescribe.
Upon surrender for transfer or exchange of the Bond (or any primed Bond issued in
substitution therefor) at the office of the Finance Director, the Finance Director shall cause the
execution and delivery in the name of the transferees or registered owner, as applicable, a new
Bond for a principal amount equal to the Bond surrendered and of the same date and tenor as the
Bond surrendered, subject in each case to such reasonable regulations as the Town Council may
prescribe. If surrendered for transfer, exchange, redemption or payment, the Bond shall be
accompanied by a written instrument or instruments of transfer or authorization for exchange, in
form and substance reasonably satisfactory to the Finance Director, duly executed by the
registered owner or by his or her duly authorized attorney-in-fact or legal representative.
A new Bond (or primed bond) delivered upon any transfer or exchange shall be a valid
limited obligation of the Town, evidencing the same debt as the Bond surrendered and shall be
entitled to all of the security and benefits of this Resolution to the same extent as the Bond
surrendered.
11. Charges for Exchange or Transfer. No charge shall be made for any exchange
or transfer of the Bond, but the Finance Director may require payment by the holder of the Bond
of a sum sufficient to cover any tax or any other governmental charge that may be imposed in
relation thereto.
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12. Mutilated. Lost. Stolen or Destroyed Bond. If the Bond has been mutilated,
lost, stolen or destroyed, the Town shall execute and deliver a new Bond of like date and tenor in
exchange and substitution for, and upon delivery to the Finance Director and cancellation of,
such mutilated Bond, or in lieu of and in substitution for such lost, stolen or destroyed Bond;
provided, however, that the Town shall execute, authenticate and deliver a new Bond only if the
registered owner thereof has paid the reasonable expenses and charges of the Town in connection
therewith and, in the case of a lost, stolen or destroyed Bond (i) has filed with the Finance
Director evidence satisfactory to him or her that such Bond was lost, stolen or destroyed and that
the holder of the Bond was the registered owner thereof and (ii) has furnished to the Town
indemnity satisfactory to the Finance Director. If the Bond has matured, instead of issuing a new
Bond, the Town may pay the same without surrender thereof upon receipt of the aforesaid
evidence and indemnity.
13. Approval of Financing Agreement. The Financing Agreement is approved in
substantially the form currently on file with the Town, with such changes, insertions or
omissions as may be approved by the Mayor or Town Manager, whose approval shall be
evidenced conclusively by the execution and delivery of the Financing Agreement on the Town's
behalf, and the Mayor or Town Manager is authorized to complete the Financing Agreement
with the final terms and details of the Bond as determined pursuant to paragraph 3. The Mayor
or Town Manager is authorized to execute and deliver the Financing Agreement and such other
documents and certificates as he may consider necessary in connection therewith.
14. Disclosure Documents. The Town Manager, the Director of Finance and such
officers and agents of the Town as either of them may designate, are hereby authorized and
directed to prepare, execute and deliver any appropriate disclosure documents as may be
necessary to expedite the sale of the Bond. If appropriate, such disclosure documents shall be
distributed in such manner and at such times as the Town Manager, the Director of Finance or
such officers or agents of the Town as either of them may designate, shall determine. The Town
Manager and the Director of Finance or either of them, are authorized and directed to take
whatever actions are necessary and/or appropriate to ensure compliance with Securities and
Exchange Commission Rule 15(c)2-12.
15. Non-Arbitrage Certificate and Tax Covenants. If the Bond is sold on a tax-
exempt basis, the Town Manager and such officers and agents of the Town as he may designate
are authorized to execute a Non-Arbitrage Certificate and Tax Covenants setting forth the
expected use and investment of the proceeds of the Bond and containing such covenants as may
be necessary in order to comply with the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), including the provisions of Section 148 of the Code and applicable
regulations relating to "arbitrage bonds." In the event that the Town Manager determines that the
preparation of a Non-Arbitrage Certificate and Tax Covenants is appropriate, the Town Council
covenants on behalf of the Town that the proceeds from the issuance and sale of the Bond 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 Bond and that the Town
shall comply with the other covenants and representations contained therein.
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16. Further Actions: Authorized Representative. The Mayor, the Town Manager
and the Finance Director and such officers and agents of the Town as may be designated by any
of them are authorized and directed to take such further actions as they deem necessary regarding
the issuance and sale of the Bond and the execution, delivery and performance of the Financing
Agreement, including, without limitation, the execution and delivery of any necessary and/or
appropriate documents and certificates. All such actions previously taken by such officers and
agents are ratified and confirmed. The Mayor, the Town Manager and the Finance Director are
designated the Town's Authorized Representatives for purposes of thc Financing Agreement.
17. Filing of Resolution. Appropriate officers or agents of the Town are authorized
and directed to file a certified copy of this Resolution with the Circuit Court of Loudoun County,
Virginia, pursuant to Sections 15.2-2607 and -2627 of the Virginia Code.
18. Repeal of Conflicting Resolutions. All resolutions or parts thereof in conflict
with this Resolution are repealed to the extent they are inconsistent with this Resolution.
19. Effective Date. This Resolution shall take effect immediately.
Adopted this 14tlJay of September, 1999.
Mayor,
Town of Leesburg, Virginia
Clerk,
Town of Leesburg, Virginia
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EXHIBIT A
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
TOWN OF LEESBURG, VIRGINIA
UTILITY SYSTEM REVENUE BOND,
SERIES 1999
INTEREST RATE
%
MATURITY DATE
DATED DATE
,1999
REGISTERED OWNER: VIRGINIA WATER FACILITIES REVOLVING FUND
PRINCIPAL AMOUNT:
($ )
DOLLARS
The TOWN OF LEESBURG, VIRGINIA, a body politic and corporate of the
Commonwealth of Virginia (the "Town"), for value received, promises to pay, solely
from the revenues and other property pledged to the payment of this Bond, to the
registered owner of this Bond or legal representative, the principal sum stated above,
together with interest thereon at the annual rate stated above, as set forth below.
This Bond shall be payable as follows. Interest only on all amounts disbursed under this
Bond shall be due and payable on Commencing , and
continuing semi-annually thereafter on 1 and 1 in each year,
the principal of and interest on this Bond shall be payable in equal installments of
$ with a final installment of $ due and payable on
, when, if not sooner paid, all amounts due hereunder shall be due and
payable in full. Each installment shall be applied first to the interest due and payable on
this Bond, and then to the principal. If principal advances up to $ are not
made, the principal amount due on this Bond shall not include the unadvanced amount
and shall be reduced as provided in the Financing Agreement (as defined below).
If any installment of principal of and interest on this Bond is not paid to the registered
owner of this Bond within ten days after its due date, the Town shall pay to the registered
owner of this Bond a late payment charge in an amount equal to five percent of the
overdue installment.
The principal of and interest on this Bond are payable in lawful money of the United
States.
The principal balance of this Bond shall be equal to the principal amount stated above,
less the aggregate amount of the payments and any prepayments of principal which may
have been made on this Bond. No notation is required to be made on this Bond of the
payment or prepayment of principal. HENCE, THE FACE AMOUNT OF THIS BOND
MAY EXCEED THE PRINCIPAL SUM REMAINING OUTSTANDING AND DUE
HEREUNDER.
The issuance of this Bond has been duly authorized by the Town Council of the Town by
a resolution adopted September 14, 1999 (the "Resolution"), and is issued for the purpose
of financing the Project (as defined in the Resolution). This Bond is a limited obligation
of the Town and, except to the extent payable from the proceeds of the sale of the Bond
or the income, if any, derived from the investment thereof, is payable exclusively from
the revenues (as more particularly defined in the Financing Agreement, the "Revenues")
derived by the Town from the ownership and operation of its water and sewer system (as
more particularly defined in the Financing Agreement, the "System"). This Bond has
been issued as "Parity Indebtedness" as defined in the Master Indenture of Trust dated as
of July 1, 1992 (as supplemented and amended, the "Master Indenture"), between the
Town and Crestar Bank, as trustee, and will be secured on parity with the Town's
outstanding Bonds (as defined in the Master Indenture) and Parity Indebtedness with
respect to the pledge of Revenues. NEITHER THE COMMONWEALTH OF
VIRGINIA NOR ANY OF ITS POLITICAL SUBDIVISIONS, INCLUDING THE
TOWN, SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON
THIS BOND OR THE OTHER COSTS INCIDENT TO IT EXCEPT FROM THE
REVENUES AND ANY OTHER MONEY OR PROPERTY PLEDGED FOR SUCH
PURPOSE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER
OF THE COMMONWEALTH OF VIRGINIA OR ANY OF ITS POLITICAL
SUBDIVISIONS, INCLUDING THE TOWN, IS PLEDGED TO THE PAYMENT OF
THE PRINCIPAL OF OR INTEREST ON THE BOND OR OTHER COSTS
INCIDENT TO IT. THE ISSUANCE OF THIS BOND DOES NOT DIRECTLY,
INDIRECTLY OR CONTINGENTLY OBLIGATE THE COMMONWEALTH OF
VIRGINIA OR ANY OF ITS POLITICAL SUBDIVISIONS, INCLUDING THE
TOWN, TO LEVY ANY TAXES FOR THE PAYMENT OF THIS BOND.
This Bond is issued pursuant to the terms of the Resolution, a Financing Agreement dated
as of 1, 1999 (the "Financing Agreement"), between the Town and the
Virginia Water Facilities Revolving Fund (the "Fund"), acting by and through the
Virginia Resources Authority, to evidence a loan by the Fund to the Town, the
Constitution and statutes of the Commonwealth of Virginia, including the Public Finance
Act of 1991, Chapter 26, Title 15.2 of the Code of Virginia of 1950, as amended. The
obligations of the Town under this Bond shall terminate when all amounts due and to
become due pursuant to this Bond have been paid in full.
The Town may issue additional bonds ranking on a parity with this Bond with respect to
the pledge of Revenues under the terms of the Financing Agreement and the Master
Indenture.
This Bond is subject to prepayment at the option of the Town in whole or in part, without
penalty, at any time, upon not less than ten days written notice to the Virginia Resources
Authority, in accordance with the terms of the Financing Agreement.
If an Event of Default (as defined in the Financing Agreement) occurs, the principal of
this Bond may be declared immediately due and payable by the registered owner of this
Bond by written notice to the Town.
This Bond may be transferred only by an assignment duly executed by the registered
owner hereof or such owner's attorney or legal representative in form satisfactory to the
Finance Director, as registrar. Such transfer shall be made in the registration books kept
by the Finance Director, as registrar, upon presentation and surrender hereof.
It is hereby certified and recited that all acts, conditions and things required by the
Constitution and statutes of the Commonwealth of Virginia to happen, exist or be
performed precedent to the issuance of this Bond have happened, exist or been performed
in due time, form and manner as so required and that the indebtedness evidenced by this
Bond is within every debt and other limit prescribed by the Constitution and statutes of
the Commonwealth of Virginia.
IN WITNESS WHEREOF, the Town Council of the Town of Leesburg, Virginia, has
caused this Bond to be signed by the Mayor, the Town's seal to be affixed and attested by
the signature of the Clerk of the Town Council and this Bond to be dated
1999.
TOWN OF LEESBURG, VIRGINIA
By: ~:: '
Mayor,~ ~' ~
Town of Leesburg, Virginia
[SEAL]
ATTEST:
Clerk,
Town of Leesburg, Virginia
Certificate of Advances
The principal sum payable under this Bond, not to exceed $ , shall be an amount
equal to the aggregate of all principal advances noted hereunder. The aggregate amount
of all principal advances under this Bond shall be certified by an authorized
representative of the registered owner of this Bond.
Amount
Date
Authorized Signature
,1999
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE
OF ASSIGNEE.)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
the within Bond and does hereby irrevocably constitute and appoint
, attorney, to transfer said
Bond on the books kept for registration of said Bond, with full power of substitution in
the premises.
Dated:
Signature Guaranteed:
(NOTICE: Signature(s) must be guaranteed by an Eligible Guarantor Institution such as
a Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union or
Broker/Dealer, Credit Union or member of a medallion program approved by The
Securities Association, Inc.)
Registered Owner (Notice: The signature above must correspond with the name of the
Registered Owner as it appears on the books kept for registration of this Bond in every
particular, without alteration or change.)
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