Loading...
HomeMy WebLinkAbout031-00 At a regular meeting of the Board of Supervisors of the County of Frederick, Virginia, hcld on thc 8lh day of February, 2000, the following Board of Supervisors membcrs were recorded as present: PRESENT: Richard C. Shickle, Chairman Charles W. Orndoff, Sr., Vice Chaimlan W. Harrington Smith, Jr. Robert M. Sager Margaret B. Douglas Sidney A. Reyes On motion by Robert M. Sager, seconded by Margaret B. Douglas, the attached Resolution was adopted by a majority of the members of the Board of Supervisors by a roll call vote, the votes being recorded as follows: MEMBER VOTE Richard C. Shickle Charles W. Orndoff, Sr. W. Harrington Smith, Jr. Robert M. Sager Margaret B. Douglas Sidney A. Reyes Aye Aye Aye Aye Aye Aye A '~ESOLlfTION OF nm BOARf) OF SlJJ>EH.V'SORS OF THE COUNTY OF FR'WERlCI\:, VIRGINIA AUTHOIUZING THE ISSUANCE ANI> SALE OF $4,SOO,()()() GENERAL OBLIGATION BONDS WHEREAS, the Board of Supervisors of the County of Frederick, Virrrinia (the "County"), adopted a resolution on May 12, 1999, requesting the Circuit Court ofbFrederick County to order a special election to be held on November 2, 1999 (the "Election"), on the question of contracting debt and issuing bonds for the purpose of paying the costs. in whole or in part, of the acquisition, construction, equipping and furnishing of a new library in the County (the "Project") in the maximum amount of $4,500,000; WHEREAS, at the Election a majority of the voters of the County voting in the Election approved the issuance of the County's general obligation bonds for the Project; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA: I. Authorization of Bond and Use of Proceeds. The Board of Supervisors her<.::b) determines that it is advisable to contract a debt and to issue and sell the County's general obligation bond (the "Bond") in the principal amount of $4,500,000. The issuance and S,lle of the Bond are hereby authorized. The proceeds from the issuance and sale of the Bond or shall be used to pay the costs, in whole or in part, of the Project. 2. Pledge of Full Faith and Credit. The full faith and credit of the County are hereby irrevocably pledged for the payment of the principal of, premium, if any, and interest on the Bond as the same become due and payable. The Board of Supervisors shall levy an annual ad valorem tax upon all property in the County, subject to local taxation, sufficient to pay the principal of, premium, if any, and interest on the Bond as the same shall become due for payment unless other funds are lawfully available and appropriated tor the timely payment thereof. 3. . Details and Sale of Bond. The Bond shall be issued upon the terms established pursuant to this Resolution and upon such other terms as may be determined in the manner set torth in this Resolution. The Bond shall be issued in tully registered form, shall be dated the date of issuance and delivery (or such other date as the County Administrator may approve) and shall be in the form of a single bond in the denomination equal to its principal amount or, if approved by the County Administrator and the Director of Finance, or either of them, in one or more series in minimum denominations of $5,000. The Bond shall be issued upon such other terms as may be approved by the County Administrator and the Director of Finance or either of them. including, but not limited to, the aggregate principal amount of the Bond, the prepayment provisions, the sale price and interest rate on the Bond, provided that the tinal principal payment on the Bond shall be not more than approximately 25 years from its date, the principal amOlll1t shall not exceed $4,500,000 and the interest rate on the Bond shall not exceed 7.5%. The Count) Administrator and the Director of Finance, or either of them, are authorized to a<.::cept the proposal tor the purchase of the Bond which such ot1icer or offtcers determine to be nlllst advantageous to the County. 4. Form of Bond. The Bond 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 endorscd on the Bond such [e.'end or text as may be neccssary or appropriatc to contorm to any applicable rules and rcgulation: of any governmcntal authority or any usagc or requirement of law with rcspect thereto. 5. Appointment of Bond Registrar and Paving Agent. The County Administrator is authorized and directed to appoint a Bond Registrar and Paying Agent for the Bond. The Board of Supervisors may appoint a subsequent registrar and/or one or more paying agents tor the Bond by subsequent resolution and upon giving written notice to the owners of the Bond specifying the name and location of the principal office of any such registrar or paying agent. 6. Exccution of Bond. The Chairman and the Clerk of the Board of Supervisors of the County are authorized and directed to execute an appropriate negotiable Bond and to affix the seal of the County thereto and to deliver the Bond 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 Chairman and the Clerk are both by facsimile, the Bond shall not be valid until signed at the toot thereof by the manual signature of thc Bond Registrar. 7. Registration, Transfer and Exchange. Upon surrender tor transfer or exchange of any Bond at the principal office of the Bond Registrar, the County 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 sarne rate as the Bond surrendered, subject in each case to such reasonable regulations as the County and the Bond Registrar may prescribe. All Bonds presented for transfer or exchange shall be accompanied by a written instrument or instruments of transter or authorization for exchange, in form and substance reasonably satisfactory to the County 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 County, 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. 8. Charges for Exchange or Transfer. No charge shall be made for any exchange or transfer of Bonds, but the County 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. 9. Non-Arbitrage Certificate and Tax Covenants. The County Administrator and such officers and agents of the County as he 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 Bond and containing such covenants as may be necessary in -2- order to comply with the provisions of the Intcrnal Revenue Code of \9Xb, as am<':lld<.:d ("Code"). including the provisions of Scction 148 of thc Code and applicablt: regulations relating t,) "arbitrage bonds." The Board of Supervisors covenants on behalf of the County that the proceeds from the issuam:c and sak of thl.: Bond will be invested and cxpendl.:d as set t<Jrth in the County's Non-Arbitrage Certiticale and Tax Covenants, to be delivere<.l simultaneously with the issuance and delivcry of the Bond and that the County shall comply with thc other covenants and representations containcd therein. 10. Designation for Purchase by Financial Institutions. The Board of Supervisors designates the Bond as a "qualified tax-exempt obligation" eligible tor the exception from the disallowance of the deduction of interest by tinancial institutions allocable to the cost of carrying tax-exempt obligations in accordance with the provisions of Section 265(b)(3) of the Code. The Board of Supervisors does not reasonably anticipate that it and any "subordinate entities" will issue more than $10,000,000 in tax-exempt obligations during calendar year 2000 (not including certain private activity bonds) and the Board of Supervisors will not designate more th:ll1 $10,000,000 of qualified tax-exempt obligations pursuant to such Section 265(b)(3) in calendar year 2000. 11. Further Actions. The County Administrator and the Chairman of the Board of Supcrvisors and such officers and agents of the County as either of them may designate arc authorized and directed to take such further action as they deem necessary regarding thc issuance and sale of the Bond and all actions taken by such officers and agents in connection with the issuance and salc of the Bond are ratified and contirmed. 12. Effective Date. This Resolution shall take effect immediately. BOS RESOLUTION NO.: 031-00 -3- The undersigned Clerk of the Board of Supervisors of the County of Frederick, Virginia. certifies that the toregoing constitutes a true, complete and correct copy of the Resolution adopted at a regular meeting of the Board of Supervisors of the County of Frederick, Virginia, held on February 8, 2000. -- -4- Exhibit A FORM OF BOND UNITED STATES OF AMEIUCA COMMONWEALTH OF VIRGINIA No. R- COUNTY OF FREDERICK GENERAL OBLlGA nON BOND, SERIES 2000 COUNTY OF FREDERICK, VIRGINIA ("County"), tor value received. acknowledges itself indebted and promises to pay to , as registered owner of this Bond or legal representative, the principal amount of Dollars ($ ) and to pay interest on the principal amount of this Bond at the annual rate of %. Principal of and interest on this Bond shall be paid in the amounts and on the daks set forth on Schedule I attached to this Bond. Both principal of and interest on this Bond are payable in lawful money of the United States of America. The principal of and interest on this Bond are payable by check or by wire transfer mailed or sent to the registered owner hereof without presentation and surrender except for the final payment of principal und interest which shall be payable upon presentation and surrender hereof at the office of the County Administrator, as Bond Registrar. This Bond has been duly authorized by the Board of Supervisors and is issued for the purpose of providing funds to pay the costs, in whole or in part, of the acquisition, construction. equipping and furnishing of a new library in the County. The full faith and credit of the County are irrevocably pledged for the payment of the principal of and premium, if any, and interest on this Bond in accordance with its terms. This Bond is issued under the authority of and in full compliance with the Constitution and statutes of the Commonwealth of Virginia, and, more particularly, issued pursuant to the Public Finance Act of 1991, Chapter 26 of Title 15.2 of the Code of Virginia of 1950. as amended, a special election held November 2, 1999 and a resolution adopted by the Board of Supervisors on February 8, 2000 ("Resolution"). [Prepayment provisions.] This Bond may be transferred only by an assignment duly executed by the registered owner hereof or such owner's attorney or legal representative in a form satisfactory to the Bond Registrar. Such transfer shall be made in the registration books kept by the Bond Registrar upon presentation and surrender hereof and the County shall execute, and the Bond Registrar shall authenticate and deliver in exchange, a new Bond having an equal aggregate principal amount. of the same form and maturity, bearing interest at the same rate, and registered in such name as requested by the then registered owner hereof or such owner's attorney or legal representative. Any such exchange shall be at the expense of the County, except that the Bond Registrar may chargc the person requesting such exchange the amount of any tax or othcr govcrnmental charge required to be paid with respect thcrcto. The County may designate a successor Bond Registrar and/or paying agent, provided that written notice specifying the name and location of the principal office of any such successor shall be given to the registered owner of this Bond. Upon registration of transfer of this Bond, the Bond Registrar shall furnish written notice to the transferee of the name and location of the principal office of the Bond Registrar and/or the paying agent. The Bond Registrar shall treat the registered owner as the person exclusively entitled to payment of principal and interest and the exercisc of all other rights and powers of the owner. It is hereby certified and recited that all acts, conditions and things required by the Constitution and statutes of the Commonwealth of Virginia to happen, exist or be performed precedent to the issuance of this Bond have happened, exist or been performed in due time, form and manner as so required and that the indebtedness evidenced by this Bond is within every debt and other limit prescribed by the Constitution and statutes of the Commonwealth of Virginia. -2- IN WITNESS WHEREOF, the Board of Supervisors of the County of Frcdcrick. Virginia, has caused this Bond to be sigm:d by the facsimile signature of the Chairman of the Board of Supervisors, a tacsimile of its seal to be affixed and attested by the t~lcsimik signature of its Clerk and this Bond to be dated ,2000. [SEAL] ATTEST: Irgll11a COUNTY OF FREDERICK, VIRGINIA .-- \L.SLJ. ~ By Chairman, Board of Supervisors, County of Frederick, Virginia -3- ASSlGNMENT fOR VALUE RECEIVED, the undersigned sells, assigns and transfcrs unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE. OF ASSIGNEE) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: the within Bond and does hereby irrevocably constitute and appoint , attorney, to transfer said Bond on the books kept for registration of said Bond, with full power of substitution in the premises. Dated Signature Guaranteed: Registered Owner (NOTICE: The signature above must correspond with the name of the Registered Owner as it appears on the books kept for registration of this Bond in every particular, without alteration or change.) (NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.) -4- CERTlFICATE OF AUTHENTICATlON The undersigned Bond Registrar hereby certifies that this is one of a series of Bonds of the County of Frederick, Virginia described in the within-mentioned Resolution. Authentication Date: By: \\RIC7\130NDS\trcdILlBRAR Y\99lRcsolulion I.doc -5- CERTIFICATE OF HIE CLERK OF THE CIRCUIT COURT OF THE COUNTY OF FREDERICK, VIRGINIA WITH RESPECT TO COUNTY OF FREDERICK, VIRGINIA BOND RESOLUTION The undersigned certitics that there has been tiled with the Ckrk. of the Circuit Court of the County of Frederick, Virginia, as required by Sections 15.2-2607 and 15.2-2641 of the Code of Virginia of 1950, as amended, a certified copy of the Resolution adopted February 8, 2000, by the Board of Supervisors of the County of Frederick, Virginia providing for the issuance and sale of $4,500,000 general obligation bonds by the County of Frederick, Virginia. Dated: February _, 2000 Clerk, Circuit Court of the County of Frederick, Virginia IIRIC7\BONDS\trcd\L1BRAR Y\99\Certificate of Clerk I.do<: