HomeMy Public PortalAbout2016_04_12_R055 General Obligation Refunding Bond The Town of
Leesburg.,
Virginia PRESENTED: April 12, 2016
RESOLUTION NO.: 2016-055 ADOPTED April 12, 2016
A RESOLUTION: AUTHORIZING THE ISSUANCE OF A GENERAL OBLIGATION
REFUNDING BOND
WHEREAS, the Town of Leesburg, Virginia (the "Town"), has previously issued its
$20,035,000 General Obligation and Refunding Bonds, Series 2006B (the "Prior Bonds");
WHEREAS,economic conditions are favorable to refund all or a portion of the Prior Bonds;
WHEREAS, Town staff, in consultation with Davenport & Company LLC ("Davenport"),
financial advisor to the Town, has evaluated proposals for a loan (the "Loan") to finance all or a
portion of the costs of the refunding all or a portion of the Prior Bonds and the closing costs of the
Loan (collectively, the "Plan of Refunding");
WHEREAS, Town staff and Davenport have presented selected proposals and the Plan of
Refunding to the Town Council of the Town (the "Town Council");
WHEREAS, the Loan will be evidenced by a general obligation refunding bond (a
"Refunding Bond"), which will be issued pursuant to a Financing Agreement, and the form of the
Refunding Bond will be attached as an exhibit to the Financing Agreement;
WHEREAS,in order to take advantage of tax-exempt interest rates,the Refunding Bond may
be issued on a"forward" refunding basis whereby the Town agrees to issue the Refunding Bond in
2017 and secures a tax-exempt rate in 2016;
WHEREAS,the Financing Agreement and the Refunding Bond will be referred to herein as
the "Financing Documents;" and
WHEREAS, no public hearing is required under the Code of Virginia of 1950, as amended
(the "Virginia Code") for the issuance of the Refunding Bond.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF A GENERAL OBLIGATION
REFUNDING BOND
NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of
Leesburg, Virginia, as follows:
1. Authorization of Bond and Use of Proceeds. The Town Council hereby determines
that it is advisable to contract a debt and to issue the Refunding Bond as evidence of the Loan in the
aggregate principal amount not to exceed $6,500,000. The Town Council hereby finds that the
issuance of the Refunding Bond will promote the health, safety,welfare,morals and propriety of the
citizens of the Town. The Town Council hereby authorizes the issuance of the Refunding Bond,
upon the terms set forth herein, directly to a lender to be selected by the Town Manager in
accordance with this Resolution. The Town Council hereby approves of issuing the Refunding Bond
pursuant to a "forward" refunding structure whereby the Town would agree to issue the Refunding
Bond on or within 90 days before the redemption date of any of the Refunded Bonds. The proceeds
from the issuance of the Refunding Bond shall be used, along with other available money,if any,to
pay the costs of the Plan of Refunding, including the costs of issuing the Refunding Bond.
2. Financing Documents. The Financing Documents shall be in substantially the form
on file with the Town,with such appropriate variations,omissions and insertions as are permitted or
required by this Resolution. There may be endorsed on the Refunding Bond 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. The Town Manager,
after consulting with Davenport, is hereby authorized to select a lender for the Loan; provided
however,that(i)the principal amount of the Refunding Bond does not exceed the amount set forth in
paragraph(1)and(ii)the issuance of the Refunding Bond and the refunding of the Refunded Bonds
generates debt service savings in each fiscal year that the Refunding Bond is outstanding.
3. Execution and Delivery of the Financing Documents. The Town Manager and the
Director of Finance and Administrative Services,or either of them,are hereby authorized to execute
on behalf of the Town and, if required, the Clerk of the Town Council is authorized to affix and
attest the seal of the Town to the Financing Agreement. •
The Town Manager is hereby authorized and directed to execute the Refunding Bond by
manual or facsimile signature, the Town's seal to be affixed thereto or a facsimile thereof printed
thereon and attested by the manual or facsimile signature of the Clerk of the Town Council, to
deliver the Refunding Bond to the paying agent, for authentication if both such signature is by
facsimile, and to cause the Refunding Bond so executed and authenticated to be delivered to the
party providing the Loan upon funding of the Loan as provided in the related Financing Agreement.
The Town Manager is hereby authorized to appoint a registrar or paying agent for the Refunding
Bond. The Town Manager is hereby authorized to appoint a subsequent registrar or paying agent(or
both) upon giving written notice to the owner of the Refunding Bond specifying the name and
location of the principal office of any such registrar or paying agent.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF A GENERAL OBLIGATION
REFUNDING BOND
4. 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
Refunding Bond 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 Refunding Bond as the same shall become due for payment
unless other funds are lawfully available and appropriated for the timely payment thereof.
5. Details of the Refunding Bond. The Refunding Bond shall be issued upon the terms
established pursuant to this Resolution and the Financing Agreement. Absent further direction from
the Town Council,after consulting with Davenport,the Town Manager and the Director of Finance
and Administrative Services, or either of them, are hereby authorized and directed to accept one or
more proposals for a Loan to finance the Plan of Refunding and to determine and approve the final
details of the Loan and related Refunding Bond,including,without limitation,the principal amount,
the interest rate,interest payment dates,and redemption provisions;provided that(i)the refunding of
the bonds selected for refunding (collectively, the "Refunded Bonds") shall produce a net present
value savings of not less than 3%of the principal amount of the Refunded Bonds; (ii) no Refunding
Bond shall mature in a fiscal year later than the last fiscal year in which a Refunded Bond matures;
and(iii) the aggregate principal amount of the Refunding Bond shall not exceed the amount set forth
in paragraph 1. The Refunding Bond shall be issued in fully registered form.
6. Registration,Transfer and Exchange. Upon surrender for transfer or exchange of
any Refunding 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 Refunding
Bond of any authorized denomination in an aggregate principal amount equal to the Refunding Bond
surrendered and of the same form and maturity and bearing interest at the same rate as the Refunding
Bond surrendered, subject in each case to such reasonable regulations as the Town and the bond
registrar may prescribe. Any Refunding Bond 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
Refunding Bond may be registered to bearer.
New Refunding Bonds delivered upon any transfer or exchange shall be valid obligations of
the Town, evidencing the same debt as the Refunding Bonds surrendered, shall be secured by this
Resolution and entitled to all of the security and benefits hereof to the same extent as the Refunding
Bonds surrendered.
7. Charges for Exchange or Transfer. No charge shall be made for any exchange or
transfer of the Refunding Bond, but the Town may require payment by the registered owner of any
Refunding 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 Refunding Bond.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF A GENERAL OBLIGATION
REFUNDING BOND
8. 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 the Refunding Bond 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 the Refunding Bond, and that the Town shall comply with the other
covenants and representations contained therein.
9. Further Actions. The Town Manager, the Mayor, the Town Attorney and the
Director of Finance and Administrative Services 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
or appropriate regarding the issuance of the Refunding Bond, including without limitation the
preparation, execution and delivery of instruments, agreements and documents such as an escrow
agreement or verification agent. All actions previously taken by such officers and agents in
connection with the issuance of the Refunding Bond are hereby ratified and confirmed. 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 one or more officers
to act, it shall be sufficient for one of the authorized officers to act and bind the Town.
10. Evidence of Approval. The approval or determination of all of the details and
provisions of any Loan, Refunding Bond or Supplemental Indenture and all other documents
executed under the authority of this Resolution shall be evidenced conclusively by the execution and
delivery of the Refunding Bond,Bond Purchase Agreement and such other document by the officer
or officers authorized hereby.
11. Public Finance Act. The Town Council hereby elects pursuant to Section 15.2-2601
of the Virginia Code to issue the Refunding Bond under the Public Finance Act of 1991,Chapter 26,
Title 15.2 of the Virginia Code without regard to the requirements, restrictions or other provisions
contained in any charter or special or local act.
12. Filing of Resolution. The appropriate officers or agents of the Town are authorized
and directed to file or cause to be filed a certified copy of this Resolution with the Circuit Court of
the Town of Leesburg,Virginia pursuant to Sections 15.2-2607 and 15.2-2627 of the Virginia Code.
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A RESOLUTION: AUTHORIZING THE ISSUANCE OF A GENERAL OBLIGATION
REFUNDING BOND
13. Effective Date. This Resolution shall take effect immediately.
PASSED this 12th day of April, 2016.
dety:t.
David S. Butler, Mayor
Town of Leesburg
ATAST.
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10.
Clerk of •un%%
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