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1?RI;S[;iv1'IsL7: September 9, 2009
RI~SC7I,U'fI{a~ IvC7:: 2{709-095 :ADC}PTFL7: September 9.2009
A RIiSC}LUTIflN: .~t;'fH{}RIIING THF, ISSIIA~CII t2I' 1"1'S GENERAL (~I3LIGr~T[tJ1ti~
AItT? RFFUNI7ING B{}NI3S, SI:ItIBS 2008.
WIIIvRLAS, the 'I'ot~n Council of the Tatvn of I,eesbitrg; Virginia {the "`fOSi'tl~°} ]las
determiner! that it is advisable to issue its gcircral obligation head or bonds in the tnaxirnutn
liiiiicipal aitiannt of $23,8fl0,Qt70 (the "Nekv R~toney Bonds"} to finance ar retinairce the costs, iii
1v[wle or iti hart, of various capital improvements, ~ti'hictt Wray include ~4titltott limitation street
and load iinprovenie€ats, utility inipi'oVetnents 'aud inipeovetnents to the 'I'oti~n's airport
(collectively, the "Projects"), aicl the costs of issuing the i~tety Money Bonds; attd
~fEI1;REAS, the `I`ov~=t1 has issued the follortifing general obligation bonds (tlie "Prior
13anels"}; Gcnerai C}btigation Refunding I3oucls, Set~ies 1998; (aetteral Gbligatioti ['ublre
Intprovemetit Bonds, Series .1999; Genettal {7bligatou Public Ituprovement Bonds, Series 2[700;
Gettetal Obligaticin Boatls, Series 20fl1; General {}b1il;atioii Bonds, Series 20Q3; General
t)1?ligatiot Itefitnding I3ottds; Series .2043; General {76tgation Iteftndittg Bonds, Series 20(i~l;
General Gbligatiran Public. hnprovetnent Bonds; Series 2fl05; General {}bl~ation Refimdiiig
Bands, Series 2(}t7{i; Getteial Ohl[gtttion Public Utility Bonds; Series 2fl06; aitci Bond
r~nticipatiott Note, Series 2{707, ant
WHERPAS, the 'I`otvti'Gouncii has deteriitined that it is advisable to :issue its general
obJigatioti relitncling 17ond or bonds in the ma~itnttm principal tir7tount of $12,560;000 (the
"RefunditigI3onds°j to refund all tii a pori[crn of'tne Prior Botatls, to,j~ay the costsrelated to
refunding stitch Prior Bonds and to pay the costs related to issuing the Refunding Botrds; attd
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2009
WHEREAS, the New Money Bonds and the Refunding Bonds (collectively, the "Bonds")
are to be issued on the terms set forth in this Resolution and a public hearing has been held on
September 9, 2009 on the issuance of the Bonds afrer due publication of notice in accordance
with Section 15.2-2606 of the Code of Virginia of 1950, as amended.
NOW, THEREFORE, BE IT RESOLVED by the Council of the Town of Leesburg in
Virginia as follows:
1. 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, in one or more series, the
New Money Bonds in the maximum principal amount of $23,800,000 and the Refunding Bonds
in the maximum principal amount of $12,500,000. The issuance and sale of the Bonds is hereby
authorized. The proceeds from the issuance and sale of the New Money Bonds shall be used to
pay the costs of the Projects and the costs of issuing the New Money Bonds, and the proceeds
from the issuance and sale of the Refunding Bonds shall be used to refund all or a portion of the
Prior Bonds, the costs of refunding such Prior Bonds and the costs of issuing the Refunding
Bonds.
2. Pledge of Full Faith and Credit. The full faith and credit of the Town are hereby
irrevocably pledged for the payment of the principal of, premium, if any, and interest on the
Bonds as the same become due and payable. The Town Council shall levy an annual ad valorem
tax upon all property in the Town, subject to local taxation, sufficient to pay the principal of,
premium, if any, and interest on the Bonds as the same shall become due for payment unless
other funds are lawfully available and appropriated for the timely payment thereof.
3. Details and Sate of Bonds. The Town Manager or his designee is authorized to
determine and approve the final details of the Bonds, including without limitation, the principal
amount of the Bonds, the series designation of the Bonds, the maturity date of the Bonds, the
redemption provisions of the Bonds, the sale price of the Bonds, the interest rates and interest
rate provisions on the Bonds, and any elections under the federal tax code; provided that (i) the
maximum principal amount of New Money Bonds shall not exceed $23,800,000, (ii) the
maximum principal amount of Refunding Bonds shall not exceed $12,500,000, (iii) the final
maturity of the Bonds shall not be later than 31 years from the date of issuance of the Bonds and
(iv) the maximum h•ue interest cost of any series of Bonds shall not exceed five and one-half
percent (5.5%) per annum (taking into account any original issue discount or premium and
taking into account the direct credit payments fiom the United States if any New Money Bonds
are issued as Build America Bonds).
The Bonds shall be issued, in one or• more series, upon the terms established pursuant to
this Resolution and upon such other terms as may be determined in the manner set forth in this
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2009
Resolution. The Bonds shall be issued in fully registered form, shall be dated such date as the
Town Manager or the Director of Finance may approve, shall be in the denominations of $5,000
each or whole multiples thereof, may be issued at one time or from time to time in one or more
series (with appropriate series designations), and the Bonds of any series shall be numbered from
R-1 upwards consecutively.
The Bonds shall be offered for sale in such manner as the Town Manager or the Director
of Finance may determine to be in the best interests of the Town. If the Town Manager or the
Director of Finance determines that it is in the best interest of the Town to sell all or a portion of
the Bonds in a competitive sale, whether in a public sale or private placement, the Town
Manager and the Director of Finance, either of whom may act, are authorized and directed to
accept the bid or proposal for the purchase of all or a portion of the Bonds, provided such bid
results in the lowest h•ue interest cost to the Town, and that the true interest cost of the Bonds
does not exceed the maximum true interest cost set forth above. The Town Manager and the
Director of Finance reserves the right to reject any or all bids. If the Town Manager or the
Director of Finance determines that it is in the best interest of the Town to sell all or a portion of
the Bonds in a negotiated sale, then the Town Manager or• the Director of Finance are hereby
authorized to enter into a bond purchase agreement with an underwriter or a group of
underwriters with demonstrated experience in underwriting municipal securities to be selected by
the Town Manager or• the Director of Finance.
4. Build America Bonds Authorized. The Town Council authorizes the Town
Manager or the Director of Finance to accept bids for the purchase of or to enter into a negotiated
sale for• all or a portion of the New Money Bonds as Build America Bonds (Direct Payment)
under Section 54AA(g) of the Internal Revenue Code of 1986, as amended (the "Code"), if such
bid results in the lowest true interest cost to the Town or if such negotiated sale is determined to
be in the best interest of the Town as determined by the Town Manager, within the parameters
set forth in paragraph 3 above. The Town Manager and the Director of Finance are authorized to
irrevocably elect to apply Section 54AA(g) of the Code to such Bonds, including the preparation,
signing and filing of the required forms with the Internal Revenue Service.
5. Designation for Bank Qualification. The Town Council authorizes the Town
Manager or the Director of Finance to designate all or a portion of the Bonds as "qualified tax-
exempt obligations" eligible for the exception from the disallowance of the deduction of interest
by financial institutions allocable to the cost of carrying tax-exempt obligations in accordance
with the provisions of Section 265(b)(3) of the Code. The Town and any of its "subordinate
entities" do not reasonably anticipate issuing more than $30,000,000 in tax-exempt obligations
during calendar year 2009, and during such calendar year the Town will not designate more than
$30,000,000 of qualified tax-exempt obligations pursuant to such Section 265(b)(3).
6. Form of Bonds. The Bonds shall be in substantially the form attached to this
Resolution as Exhibit A, with such appropriate variations, omissions and insertions as are
permitted or required by this Resolution. There may be endorsed on the Bonds such legend or
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2009
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.
7. Book-Enhy-Only Form. If sold in a public sale, whether negotiated or
competitive, the Bonds shall be issued in book-entry-only form in accordance with this
paragraph 7. The Bonds shall be issued in fully-registered form and registered in the name of
Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC") as
registered owner of the Bonds, and immobilized in the custody of DTC. One fully-registered
Bond in typewritten or printed form for the principal amount of each maturity of the Bonds shall
be registered to Cede & Co. Beneficial owners of the Bonds shall not receive physical delivery
of the Bonds. Principal, premium, if any, and interest payments on the Bonds shall be made to
DTC or its nominee as registered owner of the Bonds on the applicable payment date.
Transfer of ownership interest in the Bonds shall be made by DTC and its participants
(the "Par4icipants"), acting as nominees of the beneficial owners of the Bonds in accordance with
rules specified by DTC and its Participants. The Town shall notify DTC of any notice required
to be given pursuant to this Resolution or the Bonds not less than fifteen (15) calendar days prior
to the date upon which such notice is required to be given. The Town shall also comply with the
agreements set forth in the Town's Letter of Representations to DTC.
Replacement Bonds (the "Replacement Bonds") shall be issued directly to beneficial
owners of the Bonds rather than to DTC or its nominee but only in the event that:
(i) DTC determines not to continue to act as securities depository for the
Bonds; or
(ii) The Town has determined to use a securities depository other than DTC;
or
(iii) The Town has determined that it is in the best interest of the beneficial
owners of the Bonds or the Town not to continue the book-entry system of transfer.
Upon occurrence of the event described in (i) or (ii) above, the Town shall attempt to
locate another qualified securities depository. If the Town fails to locate another qualified
securities depository to replace DTC, or if the Town makes the determination noted in (iii)
above, and has made provisions to notify the beneficial owners of the Bonds by mailing an
appropriate notice to DTC, the appropriate officers and agents of the Town shall execute and
deliver Replacement Bonds substantially in the form set forth in Exhibit A attached hereto.
Principal of and interest on the Replacement Bonds shall be payable as provided in this
Resolution and in the Bonds and such Replacement Bonds will be transferable in accordance
with the provisions of paragraphs 11 and 12 of this Resolution and the Bonds.
8. Appointment of Bond Registrar and Paying Agent. The Town Manager is
authorized to appoint a Bond Registrar and Paying Agent for the Bonds. As long as the Bonds
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2009
are in book-entry-only form, the Bond Registrar and Paying Agent may be the Town Manager or
other officer of the Town.
The Town Manager is authorized to appoint a subsequent registrar and/or one or more
paying agents for the Bonds upon giving written notice to the owners of the Bonds specifying the
name and location of the principal office of any such registrar or paying agent.
9. Execution of Bonds. The Mayor and Vice Mayor• and the Clerk and Assistant or
Deputy Clerk of the Town are authorized and directed to execute appropriate negotiable Bonds
and to affix the seal of the Town thereto and to deliver the Bonds to the purchaser thereof upon
payment of the purchase price. The manner of execution and affixation of the seal may be by
facsimile, provided, however, that if the signatures of the Mayor or Vice Mayor and the Clerk or
Assistant or Deputy Clerk are both by facsimile, the Bonds shall not be valid until signed at the
foot thereof by the manual signature of the Bond Registrar.
10. CUSIP Numbers. If sold in a public sale, the Bonds shall have CUSIP
identification numbers printed thereon. No such number shall constitute a pact of the contract
evidenced by the Bond on which it is imprinted and no liability shall attach to the Town, or any
of its officers or agents by reason of such numbers or any use made of such numbers, including
any use by the Town and any officer or agent of the Town, by reason of any inaccuracy, error or•
omission with respect to such numbers.
11. Registration, Transfer and Exchange. Upon surrender for transfer or exchange of
any Bond at the principal office of the Bond Registrar, the Town shall execute and deliver and
the Bond Registrar shall authenticate in the name of the transferee or transferees a new Bond or
Bonds of any authorized denomination in an aggregate principal amount equal to the Bond
surrendered and of the same form and maturity and bearing interest at the same rate as the Bond
surrendered, subject in each case to such reasonable regulations as the Town and the Bond
Registrar may prescribe. All Bonds presented for transfer or exchange shall be accompanied by
a written instrument or instruments of transfer or authorization for exchange, in form and
substance reasonably satisfactory to the Town and the Bond Registrar, duly executed by the
registered owner or by his or her duly authorized attorney-in-fact or legal representative. No
Bond may be registered to bearer.
New Bonds delivered upon any transfer or exchange shall be valid obligations of the
Town, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution
and entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered.
12. Charges for Exchange or Transfer. No charge shall be made for any exchange or
transfer of Bonds, but the Town may require payment by the registered owner of any Bond of a
sum sufficient to cover any tax or other governmental charge which may be imposed with
respect to the transfer or exchange of such Bond.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2009
13. Non-Arbitrage Certificate and Tax Covenants. The Town Manager and the
Director of Finance and such officers and agents of the Town as either of them may designate are
authorized and directed to execute aNon-Arbitrage Certificate and Tax Covenants setting forth
the expected use and investment of the proceeds of the Bonds and containing such covenants as
may be necessary in order to comply with the provisions of the Code, including without
limitation the provisions of Section 148 of the Code and applicable regulations relating to
"arbitrage bonds." The Town Council covenants on behalf of the Town that the proceeds from
the issuance and sale of the Bonds wilt 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 shall comply with the other covenants and
representations contained therein.
14. Refunding of Prior Bonds. If it is determined by the Town Manager or the
Director of Finance to be in the best interest of the Town, the Town Manager and the Director of
Finance, either of whom may act, are authorized to (a) approve the issuance of the Refunding
Bonds and the aggregate principal amount of such Refunding Bonds (not to exceed the amount
set forth in paragraph 1 of this Resolution) sufficient to provide for (i) the refunding of such
maturities or portions of maturities of the Prior Bonds as such officer may determine (provided
that the aggregate net present value savings as a percent of the refunded par amount shall be not
less than three percent (3.00%)), (ii) the payment of costs related to the refunding of such Prior
Bonds, and (iii) the payment of costs related to issuing the Refunding Bonds, and (b) enter into
an escrow agreement with an escrow agent to be selected by the Town Manager or the Director
of Finance providing for the deposit and investment of such portion of the proceeds of the
Refunding Bonds to be applied to the redemption or payment of the portion of the Prior Bonds to
be refunded on the earliest practicable date.
15. Utility Revenues. The Town anticipates that a portion of the principal of and
premium, if any, and interest on the Bonds issued to finance or refinance utility improvements
(the "Utility Improvements") will be paid from revenues derived by the Town from its water and
wastewater system. As set forth in the Town's Ordinance No. 2009-0-012 enacted August 11,
2009, attached as Exhibit B hereto, the Town has adjusted its water and wastewater rates based
on the cash needs of the Town's water and wastewater system, which includes the payment of
debt service on the Bonds related to the Utility Improvements, which may be adjusted by the
Town Council from time to time.
16. Disclosure Documents. The Town Manager and the Director of Finance, or either
of them, and such officers and agents of the Town as either of them may designate, are hereby
authorized and directed to prepare, execute, if required, and deliver an appropriate notice of sale,
preliminary official statement, official statement, continuing disclosure agreement or such other
offering or disclosure documents as may be necessary to expedite the sale of the Bonds. The
notice of sale, preliminary official statement, official statement, continuing disclosure agreement
or other documents shall be published in such publications and distributed in such manner,
including by electronic distribution, and at such times as the Town Manager shall determine.
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A RESC?LUTItII~""; ~U"1~II(?I~IGING "1'IIL ISSLTANG~ {~F ITS GENZ;Rt~t, ()I3LICit11'It?t1t
t~NI~ Itl;LUNDIl9Cr I3QNDS, SER1IlS 2449
The To~~az Manager. is authoi~iaed and dhected to deem the preliminary official stateh~e3lt "final"
for purposes of Securities and R~change'Gomxnissian Rttle 15c~~12.
I7, latntltet• Actions. The Mltyor, the Vice Mayon, the clerk, the Assistant of L7eputj,
clerk, the "£own Manager and'fhe Dissector at"Tinance and suds officors and agents of~ihe To~~n
~s any of them maydesignate are authorized atnd directed to take snob further acticsn as the}r
deem necessary regarding the ssuatiee and sale of the Bonds and the refunding of ttze Prier
Bonds, anti all actions takcnbj~ saeh officers and agents iii'counection with tlaeissuance and sale
ofthe Bonds and the 7•efunding of the Prior Bonds,are hez'eliv rati$ed and conftrnlet}.
1$. 13ffectiue Dates A plical}1e Late: In accot'ctanee a-ith Section 15.2-264] of the
~itde of Virginia of I954, as amended, the Town Council elects to issue the Bonds pursuant to
heprovisions of the E?ublrc Fihance 'tct of 1941. ThisResolutian shall take efl~ect immediately,
19. piling of Resolution. The "f own Attorney' is authorise<( and directed to file ar to
eaitse to be filed a certified copy of this Resolution ~~~ith the Gii~cuit Courf of the (;aunty of
houc(auit, Vh-ginia, i~ursuant to Sectiotrs 15,2-2647 oFthe ~oc[e of Virginia of 1'954, as atnencled,
PASSED this 9`n clay cf Septemlaei•, 24(19.
ti tit 4
-I4ristclx C, Umstattd, Mayor
Town of Lecsbni•~
P:UtesohmonsUdesok,tmns 2fl[i9;4909 GenataC[161iantion'Hoix~s.dticx 9I3612b09