HomeMy Public PortalAbout2015_02_24_R033 Issuance of General Obligation Bonds 2015 The Town of
Leesburg,
Virginia PRESENTED February 24, 2015
RESOLUTION NO.: 2015-033 ADOPTED February 24, 2015
A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2015
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 $11,500,000 (the "New Money Bonds") to finance the costs of various
capital improvement projects in the Town's Capital Improvements Program and other approved
capital projects (collectively, the "Projects") and the costs of issuing the New Money Bonds; and
WHEREAS, the Town Council has determined that it is advisable to refund all or a
portion of the outstanding bonds or other obligations of the Town (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 defease certain of the Prior Bonds and to finance
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.
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 and will benefit the inhabitants of the Town
through the promotion of their safety, health, welfare and prosperity(i)to contract
a debt and to issue and sell the New Money Bonds in the maximum principal
amount of $11,500,000 and (ii) to contract a debt and to issue and sell the
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2015
Refunding Bonds. Town Council hereby authorizes the issuance and sale of the
Bonds on the terms and conditions set forth herein. The proceeds from the
issuance and sale of the New Money Bonds shall be used to finance 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 defease all or a portion of the Prior Bonds and to finance 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 is hereby 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 $11,500,000, (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
New Money 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 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 3.0% 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 and Administrative Services may approve, shall be in the denominations
of$5,000 each or whole multiples thereof(if sold to the public), 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 and Administrative Services may determine to be in the best
interests of the Town. If it is determined that it is in the best interest of the Town
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2015
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 and
Administrative Services, are hereby 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 and Administrative Services are entitled to
reject any or all bids. If it is determined 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 and Administrative Services 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 and
Administrative Services.
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. The Bonds sold in a public sale, whether negotiated or
competitive, 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:
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2015
(i) DTC determines not to continue to act as securities depository for the
Bonds;
(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.
The Bonds sold by a private placement shall be registered in a manner determined
by the Town Manager.
6. Appointment of Bond Registrar and Paying Agent. The Town Manager is hereby
authorized to appoint a Bond Registrar and Paying Agent for the Bonds. If 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 hereby authorized to appoint a subsequent registrar or one
or more paying agents, or both, 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 of the Town Council are
hereby 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 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 GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2015
8. CUSIP Numbers. The Bonds sold in a public sale 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 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 and Administrative Services are hereby authorized and
directed to execute a Non-Arbitrage Certificate and Tax Covenants setting forth
the expected use and investment of the proceeds of each series of Bonds 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 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
shall be invested and expended as set forth in the Town's Non-Arbitrage
Certificate and Tax Covenants, and one will be delivered simultaneously with the
issuance and delivery of each series of Bonds, and that the Town shall comply
with the other covenants and representations contained therein.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2015
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 and Administrative Services are
hereby authorized and directed to select 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 (such Prior
Bonds,the "Refunded Bonds");
(ii) the Town Manager and the Director of Finance and Administrative Services are
hereby authorized and directed to cause each of the Refunded Bonds to be
redeemed on its earliest redemption date under applicable federal tax law and to
cause redemption notices to be given to the holders of the Refunded Bonds
pursuant to the terms of the Refunded Bonds; and
(iii) the Town Manager and the Director of Finance and Administrative Services are
hereby 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 and the Director of Finance
and Administrative Services 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 Bonds.
13. Disclosure Documents. The Town Manager and the Director of Finance and
Administrative Services 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 Administrative Services are hereby 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.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND
REFUNDING BONDS, SERIES 2015
15. Authorized Officers. The authorizations granted in this Resolution to the Town
Manager, Director of Finance and Administrative Services, Clerk or Town
Attorney, as applicable, may be carried out by any Acting, Interim or Deputy
Town Manager (in the case of the Town Manager), Acting, Interim or Deputy
Director of Finance and Administrative Services (in the case of the Director of
Finance and Administrative Services), Acting, Interim or Deputy Clerk (in the
case of the Clerk) and Acting, Interim or Assistant Town Attorney (in the case of
the Town Attorney, or such other officer as any of the named officers may
designate in writing. When this Resolution authorizes the Town Manager and the
Director of Finance and Administrative Services to act, it shall be sufficient for
either the act.
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 and 15.2-2627 of the
Code of Virginia of 1950, as amended.
PASSED this 24th day of February, 2015.
. sue,
Kasten C. mstattd
Mayor
Abi :
Clerk of • i%
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