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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. -2- 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. -3- 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. -4- 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. -5- 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. ST• 10. Clerk of •un%% P:\Resolutions\2016\0412 Series 2017A General Obligation Refunding Bond.doc