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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 -2- 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 -3- 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. -4- 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. -5- 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: -6- 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 -7- Town of Leesburg mstattd, Mayor