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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. -2- 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. -3- 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. -4- 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 \\RIC7\BONDS\leebg\99vrlfl\Resolution 2.doc -5- 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.) \\RIC7\BONDS\leebg\99vrlfl\Bond 1.doc