HomeMy Public PortalAbout2011_07_12_R095 Bond IssuanceThe Town of
Leesburg,
Virginia
PRESENTED: July 12, 2011
RESOLUTION NO. 2011 -095 ADOPTED: July 12, 2011
A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2011
WHEREAS, the Town Council of the Town of Leesburg, Virginia (the "Town has
determined that it is advisable to issue its general obligation bond or bonds in the maximum
principal amount of $13,800,000 (the "New Money Bonds to finance or refinance the costs, in
whole or in part, of various capital improvement projects in the Town's Capital Improvements
Program, including without limitation general governmental projects; streets, highways,
buildings and grounds projects; storm drainage projects; utilities projects; and airport projects
(collectively, the "Projects and the costs of issuing the New Money Bonds; and
WHEREAS, in order to achieve cash -flow savings in the Town's General Fund and/or
Utility Fund over the next several fiscal years, the Town Council has determined that it is
advisable to refund all or a portion of the outstanding principal amount of the Town's Utility
System Revenue Bond, Series 1999; General Obligation Public Improvement Bonds, Series
2000; General Obligation Bond, Series 2001; General Obligation Bond, Series 2003; General
Obligation Public Improvement Bonds, Series 2005; General Obligation Public Utility Bonds,
Series 2006; General Obligation and Refunding Bonds, Series 2006B; General Obligation Bonds,
Series 2009A (Taxable -Build America Bonds); and General Obligation Refunding Bonds, Series
2009B (the "Prior Bonds and to issue and sell bonds of the Town in the maximum aggregate
principal amount of $17,800,000 (the "Refunding Bonds" and, together with the New Money
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2011
Bonds, the 'Bonds in order to refund, redeem, and/or defease certain of the Prior Bonds and to
pay the costs of issuing the Refunding Bonds; and
WHEREAS, the Bonds are to be issued on the terms set forth in this Resolution, and a
public hearing has been held on the date hereof on the issuance of the New Money Bonds after
due publication of notice in accordance with Section 15.2 -2606 of the Code of Virginia of 1950,
as amended.
THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as
follows:
SECTION I. Authorization of Bonds and Use of Proceeds. The Town Council hereby
determines that it is advisable (i) to contract a debt and to issue and sell the New Money Bonds in
the maximum principal amount of $13,800,000 and (ii) to contract a debt and to issue and sell the
Refunding Bonds in the maximum principal amount of $17,800,000. The issuance and sale of
the Bonds is hereby authorized on the terms and conditions set forth herein. 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, redeem and/or defease all or a portion of the Prior
Bonds, the costs of refunding such Prior Bonds and the costs of issuing the Refunding Bonds.
SECTION II. 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.
SECTION III. Details and Sale 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 $13,800,000, (ii) the
maximum principal amount of Refunding Bonds shall not exceed $17,800,000, (iii) the final
maturity of the Bonds shall not be later than December 31, 2041 and (iv) the maximum true
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2011
interest cost of the Bonds shall not exceed five percent (5.0 per annum (taking into account
any original issue discount or premium).
The Bonds shall be issued, in one or more series, on a tax- exempt or taxable basis for
federal income tax purposes, upon the terms established pursuant to this Resolution and upon
such other terms as may be determined in the manner set forth in this 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 true 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.
SECTION IV. 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
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.
SECTION V. Book -Entry -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 5. 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.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2011
Transfer of ownership interest in the Bonds shall be made by DTC and its participants
(the "Participants 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 9 and 10 of this Resolution and the Bonds.
SECTION VI. 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
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.
SECTION VII. 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.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2011
SECTION VIII. CUSIP Numbers. If sold in a public sale, the Bonds shall have CUSIP
identification numbers printed thereon. No such number shall constitute a part 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.
SECTION IX. 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.
SECTION X. 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.
SECTION XI. 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 a Non 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 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 shall comply with the other covenants and
representations contained therein.
SECTION XII. Refunding of the Prior Bonds. The refunding of the Prior Bonds shall be
executed as follows:
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2011
(i) the Town Manager and the Director of Finance, either of whom may act, are
authorized and directed to exercise their discretion in selecting the particular Prior Bonds
to be refunded provided that the Refunding Bonds shall be issued in an aggregate
principal amount not to exceed $17,800,000;
(ii) the Town Manager and the Director of Finance, either of whom may act, are
authorized and directed to cause each of the Prior Bonds to be refunded to be called for
optional redemption on its earliest optional redemption date required under applicable
federal tax law. The redemption proceedings, including the giving of redemption notices
to the holders of the refunded Prior Bonds, shall be done pursuant to the terms of the
Prior Bonds; and
(iii) the Town Manager and the Director of Finance, either of whom may act, are
authorized and directed to cause to be prepared and to execute and deliver an escrow
agreement or agreements between the Town and an escrow agent or escrow agents to be
selected by the Town Manager or the Director of Finance providing for the irrevocable
deposit of the proceeds of the Refunding Bonds in amounts sufficient, when invested as
set forth in the escrow agreement(s), to provide for the payment of the principal of and
premium, if any, and interest on the refunded Prior Bonds.
SECTION XIII. 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. The Town Manager is authorized and directed to deem the preliminary
official statement "final" for purposes of Securities and Exchange Commission Rule 15c2 -12.
SECTION XIV. Further Actions. The Mayor, the Vice Mayor, the Clerk, the Assistant
or Deputy Clerk, the Town Manager and the Director of Finance and such officers and agents of
the Town as any of them may designate are authorized and directed to take such further action as
they deem necessary regarding the issuance and sale of the Bonds and the refunding of the Prior
Bonds, and all actions taken by such officers and agents in connection with the issuance and sale
of the Bonds and the refunding of the Prior Bonds are hereby ratified and confirmed.
SECTION XV. Effective Date; Applicable Law. In accordance with Section 15.2 -2601
of the Code of Virginia of 1950, as amended, the Town Council elects to issue the Bonds
pursuant to the provisions of the Public Finance Act of 1991. This Resolution shall take effect
immediately.
A RESOLUTION: AUTHORIZING THE ISSUANCE OF ITS GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 2011
SECTION XVI. Filing of Resolution. The Town Attorney is authorized and directed to
file or to cause to be filed a certified copy of this Resolution with the Circuit Court of the County
of Loudoun, Virginia, pursuant to Sections 15.2 -2607 of the Code of Virginia of 1950, as
amended.
AT
PASSED this 12 day of July, 2011.
Clerk of au cil
P:\Resolutions\Resolutions 2011 \0712 Bond Issuance.doc
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Town of Leesburg
mstattd, Mayor