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010-01 COUNTY or FREDERICK John R. Riley, Jr. County Administrator 540/665-5666 Fax 540/667-0370 E-mail: jri Iey@co.frederick.va.us ( MEMORANDUM )~ _,,'.."6.."'....'""";i'~.".._., .,"....-..." ".""...""'",,,'n.. _,""_w'_,""l~'" - -;~~ .JI TO: FROM: SUBJECT: DATE: Board of Supervisors, John R. Riley, k, County Admioist'"~ Rcfi nancing of Cou nty Office Building September 4,200 I Please be advised that an opportunity exists to finish the third floor of the County Administration Building if you choose to take advantage of same during the bond refinancing. As you will note in the bond authorizing resolution, the amount has been included as a not to exceed figure. This amount includes the $800,000 estimate to finish the third floor. To borrow this amount at a prevailing rate of approximately 4 percent over the life of the issue, might be considered preferable to paying cash when we could invest that cash at a higher rate of return. By funding the third floor, it would allow for social services to expand into that space and provide for the sheriffs department to move into the social services vacated space on a temporary basis until the new public safety building project is completed. Please note this is an idea that the writer has advanced and is under no circumstances a commitment to fund the suggested project. It is only a suggestion you may want to take advantage of during this refinancing. Please call me if you have any questions or concerns. Attachment: as stated 107 North Kent Street . Winchester. Virginia 22601-S000 BOARD OF SUPERVISORS A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA REQUESTING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF FREDERICK, VIRGINIA TO ISSUE LEASE REVENUE BONDS The Board of Supervisors of the County of Frederick, Virginia ("County") has determined that it is advisable to refund the callable portion of the Industrial Development Authority of the County of Frederick, Virginia's $7,515,000 Lease Revenue Bonds (Frederick County Government Complex Facilities), Series 1994, issued on December 29, 1994 (the "1994 Bonds") to finance certain facilities for the County consisting primarily of the acquisition, construction .and equipping of the County government complex (the "Project") and to finance certain improvements and renovations to the Project through lease revenue bonds ("Bonds") to be issued by the Industrial Development Authority of the County of Frederick, Virginia ("Authority"). The Bonds will be payable solely from the revenues derived from the Financing Lease, dated as of December 1,1994 (the "Financing Lease"), as amended by the First Amendment to Financing Lease from the Authority to the County ("Amendment to Financing Lease") pursuant to which the County will agree to make rental payments, subject to annual appropriation, sufficient to pay the principal of and interest on the outstanding 1994 Bonds and the Bonds. The Bonds'will be issued pursuant to the following documents: (i) a First Supplemental Indenture of Trust between the Authority and The Bank: of New York, as trustee ("Trustee"), with the form of the Bonds attached thereto; (ii) the First Amendment to Financing Lease; (iii) a Modification Agreement among the County, the Authority and the Trustee amending the Deed of Trust and the Assignment of Rents and Leases securing the 1994 Bonds; (iv) a Preliminary Official Statement ("Preliminary Official Statement") and an Official Statement ("Official Statement") with respect to the issuance and sale of the Bonds; and (v) a Bond Purchase Agreement (the "Bond Purchase Agreement") among the County, the Authority and Morgan Keegan & Company, as underwriter ("Underwriter"). All ofthe documents listed above, except the Bonds, the Preliminary Official Statement and the Official Statement are referred to in this Resolution as the "Basic Documents". NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA: 1. Issuance of Bonds. The County requests the Authority to issue its Bonds in the maximum amount of $6,600,000 to be paid from revenues derived from payments made by the Resolution - Lease Revenue Bonds Page 2 County pursuant to the Financing Lease, as amended by the Amendment to Financing Lease. 2. Authorization of Basic Documents. The Bonds and the Basic Documents are approved in substantially the fonns on file with the County Administrator, with such changes, insertions or omissions (including, without limitation, changes of the dates thereot) as may be approved by the Chainnan of the Board of Supervisors or the County Administrator, whose approval shall be evidenced conclusively by the execution and delivery of the Basic Documents to which the County is a party. The execution and delivery of and perfonnance by the County under the Basic Documents to which it is a party are authorized. 3. Execution of Documents. The Chainnan and Vice Chainnan ofthe Board of Supervisors and the County Administrator, or any ofthem, are authorized to execute on behalf ofthe County the Basic Documents to which the County is a party, and, if required, the County Administrator is authorized and directed to affix or to cause to be affixed the seal of the County to the Basic Documents and to attest such seal. Such officers or their designees are authorized to execute and deliver on behalf of the County such instruments, documents or certificates, and to do and perfonn such things and acts, as they shall deem necessary or appropriate to carry out the transactions authorized by this Resolution or contemplated by the Basic Documents; and all of the foregoing, previously done orperfonned by such officers or agents ofthe County, are in all respects approved, ratified and confinned. 4. Sale of Bonds. The County Administrator and the Chainnan of the Board of Supervisors or either of them, is authorized and directed to consent to the terms ofthe sale of the Bonds by the Authority to the Underwriter and to execute and deliver the Bond Purchase Agreement, provided that (i) the true interest cost of the Bonds shall not exceed 6.5%, (ii) the aggregate principal amount of the Bonds shall not exceed the amount set forth in paragraph I, (iii) the sale price of the Bonds to the Underwriter shall not be less than 97% ofthe aggregate principal amount thereof (not taking into account any original issue discount) and (iv) the final maturity ofthe Bonds shall be approximately the same as the 1994 Bonds to be refunded provided that any non-refunding portion of the Bonds shall mature not later than approximately 20 years from their date. The approval of such officers shall be evidenced conclusively by the execution and delivery of the Bond Purchase Agreement. 5. Disclosure Documents. The County Administrator and the Director of Finance, or either of them, and such officers and agents of the County as either of them may designate are hereby authorized and directed to prepare, execute, if required, and deliver an appropriate preliminary official statement and official statement or such other offering or disclosure documents as may be necessary to expedite the sale of the Bonds. The preliminary official statement, official statement or other documents shall be published in such publications and distributed in such manner, including by electronic distribution, and at such times as the County Administrator, or such officers and agents of the County as he may designate, shall detennine. The County Administrator and the Director of Finance, or either of them, is authorized to deem the prelimjDary official statement "final" for purposes of Securities and Exchange Commission Rule 15c2-12. Resolution - Lease Revenue Bonds Page 3 6. Nature of Obligations. Nothing in this Resolution, the Bonds or the Basic Documents shall constitute a debt of the County and the Authority shall not be obligated to make any payments under the Bonds or the Basic Documents except from payments made by or on behalf ofthe County under the Financing Lease, as amended by the Amendment to Financing Lease. The County Administrator is directed to submit for each fiscal year a request to the Board of Supervisors for an appropriation to the Authority for an amount equal to the rental payments coming due under the Financing Lease, as amended by the Amendment to Financing Lease for the next fiscal year. The County's obligations to make payments to the Authority pursuant to this Resolution shall be subject to and dependent upon annual appropriations being made from time to time by the Board of Supervisors for such purpose. Nothing in this Resolution, the Bonds, the Financing Lease or the Amendment to Financing Lease shall constitute a pledge of the full faith and credit of the County. 7. Effective Date. This Resolution shall take effect immediately. Adopted this 12th day of September, 2001. BOARD RESOLUTION NO.: 010-01 cc: Cheryl B. Shiffler, Finance Director C. William Orndoff, If., Treasurer