HomeMy Public PortalAbout2014_06_24_R073 Issuance of 2014 Bonds The Town of
Leesburg,
Virginia PRESENTED: June 24, 2014
RESOLUTION NO. 2014-073 ADOPTED: June 24, 2014
A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2014
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$11,865,000 (the "New Money Bonds")to finance the costs, in whole or in
part, of various capital improvement projects in the Town's Capital Improvements Program,
which may include without limitation general governmental projects; downtown improvements;
downtown street lighting; streets and highway projects, storm drainage and flood mitigation
projects; and utilities projects (collectively,the "Projects"), and the costs of issuing the New
Money Bonds.
WHEREAS,the Town Council has determined that it is advisable to refund all or a
portion of the outstanding principal amount of the General Obligation Public Improvement
Bonds, Series 2005; General Obligation Public Utility Bonds, Series 2006; and General
Obligation and Refunding Bonds, Series 2006B (the "Prior Bonds"), and to issue and sell bonds
of the Town in such aggregate principal amount as may be determined as set forth in paragraph
12 below(the "Refunding Bonds" and, together with the New Money 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.
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.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2014
NOW, THEREFORE, BE IT RESOLVED by the Council of the Town of Leesburg in
Virginia that:
1. 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$11,865,000 and(ii)to contract a debt and to issue and sell
the Refunding Bonds. 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.
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 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$11,865,000, (ii)the
maximum principal amount of Refunding Bonds shall not exceed the amount determined by the
Town Manager pursuant to paragraph 12 below, (iii)the final maturity of the Bonds shall not be
later than approximately 31 years from their date; (iv)the true interest cost of the New Money
Bonds shall not exceed five percent (5.0%)per annum(taking into account any original issue
discount or premium); and(v)the Refunding Bonds shall result in a minimum debt service
savings on a net present value basis of at least 3% of the refunded principal amount(the "Savings
Parameter").
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
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.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2014
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 New
Money Bonds does not exceed the maximum true interest cost set forth above and the Refunding
Bonds achieve the Savings Parameter. The Town Manager and the Director of Finance, either of
whom may act, reserve 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 and the Director of Finance, either of whom may
act, 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. 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.
5. 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.
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 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
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2014
(i) The Town has determined to use a securities depository other than DTC;
or
(ii) 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.
6. 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.
7. Execution of Bonds. The Town Manager and the Clerk and any Assistant or
Deputy Clerk of the Town Council 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 Town Manager 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.
8. 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.
9. 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
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2014
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.
10. 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.
11. Non-Arbitrage Certificate and Tax Covenants. The Town Manager and the
Director of Finance, either of whom may act, 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.
12. Refunding of the Prior Bonds. The refunding of the Prior Bonds shall be
executed as follows:
(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 issuance of
Refunding Bonds to refund such Prior Bonds shall result in debt service
savings at least equal to the Savings Parameter;
(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 to cause
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2014
redemption notices to be given to the holders of the refunded Prior Bonds
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, to provide for the payment of the principal of
and premium, if any, and interest on the refunded Prior Bonds.
13. 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.
14. Further Actions. The Mayor, the Town Manager,the Town Attorney 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 certain 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 certain of the Prior Bonds are hereby ratified and confirmed.
15. Authorized Officers. For purposes of the actions authorized by this Resolution,
the term "Town Manager" shall be deemed to include any Interim Town Manager or Acting
Town Manager and the term "Director of Finance" shall be deemed to include any Interim
Director of Finance or Acting Director of Finance.
16. 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.
17. 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 Section 15.2-2607 of the Code of Virginia of 1950, as amended.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2014
PASSED this 24th day of June, 2014.
sten C. mstattd, Mayor
Town of Leesburg
ATT
of Coun 1,
P:\Resolutions\2014\0624 Bond Sale.doc