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024-98 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUN1Y OF FREDERICK, VIRGINIA APPROVING ISSUANCE OF NOTES BY WINCHESTER REGIONAL AIRPORT AUTHORITY AND THE LOANING OF MONEY BY THE COUN1Y OF FREDERICK, VIRGINIA TO THE WINCHESTER REGIONAL AIRPORT AUTHORITY WHEREAS, the Winchester Regional Airport Authority (the "Authority") is a body corporate created by the General Assembly of Virginia by Virginia Acts of Assembly, 1987 Session, Chapter 687, as amended by Virginia Acts of Assembly, 1995 Session, Chapters 258 and 338, as amended from time to time (the "Act") and the participating political subdivisions of the Authority, in addition to the County of Frederick, Virginia (the "County"), are the Counties of Clarke, Shenandoah and Warren and the City of Winchester, Virginia; and WHEREAS, the Authority owns property known as the Winchester Regional Airport (the "Airport") and is securing financing for an airplane hangar known as the "Goodman Hangar" at the Winchester Regional Airport (the "Facility") for use at the Airport; and WHEREAS, by a resolution adopted on October 8, 1998 (the "Authority Resolution") the Board of Directors of the Authority has approved financing for the Facility from the County and the City of Winchester, Virginia for a term of twenty (20) years in an amount not to exceed $300,000 by the issuance of revenue notes (the "Notes"), to be paid from revenue generated by the Airport; and WHEREAS, ~ 18 of the Act states that indebtedness such as the Notes shall not be a debt of any political subdivision of the Commonwealth, other than the Authority, and no political subdivision of the Commonwealth, other than the Authority, shall be liable thereon; and WHEREAS, ~ 15 of the Act states that the Authority shall not issue indebtedness such as the Notes unless and until the maximum amount of such issue and the general purposes thereof have been approved by the governing body of each of the Authority's participating political subdivisions, and ~7(17b) of the Act states that total indebtedness of the Authority at no time shall exceed the amount of $500,000 in principal except as agreed to by each such participating political subdivision by resolution of the governing body thereof; and WHEREAS, ~7(9) of the Act states that the Authority is authorized to accept loans or other financial assistance from the United States of America and political subdivisions of the Commonwealth of Virginia, and ~22 of the Act states that the bonds, notes or other evidence of financial indebtedness of the Authority are legal investments of political subdivisions of the Commonwealth of Virginia; and WHEREAS, the Authority on or about August 16, 1996 issued a revenue bond to the United States of America, acting through its Rural Development agency (formerly Farmers Home Administration/Rural Economic and Community Development) in the original principal amount of $886,600 (the "Rural Development Loan"), which Rural Development Loan presently has a principal balance not exceeding $785,000.00; and WHEREAS, the Authority Resolution has been presented to the Board of Supervisors of the County of Frederick, Virginia (the "Board") and the Board desires to loan $150,000.00 to the Authority in accordance with the terms of the Authority Resolution, such loan to be subordinate in priority to the Rural Development Loan. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Frederick, Virginia as follows: 1. That approval and agreement are granted to the Authority to issue the Notes for the Facility, or any part thereof, in a principal amount not to exceed $300,000, for the purposes described above, to result in total indebtedness of the Authority in the principal amount of not to exceed $1,085,000.00. 2. That adoption of this Resolution does not constitute a pledge of the faith and credit of the County or any other lending of the County's credit or any representation as to the creditworthiness of the Authority or the Notes. 3. The County shall make a loan to the Authority and purchase Notes of the Authority in the principal amount of $150,000.00 in accordance with the terms of the Authority Resolution (the "County Loan"), such County Loan to be subordinate in priority to the Rural Development Loan, for the construction, acquisition, ownership, operation, maintenance or repair of the Facility in furtherance of the public purposes of the Authority. The Notes shall pay interest to the County at the rate of 5.50% per annum and shall be in the form and contain terms all as set forth in the Authority Resolution. 4. The Chairman and Vice Chairman of the Board of Supervisors, Oerk of the Board and the County Administrator, County Treasurer, County Attorney and all other officers, employees and agents of the County are hereby authorized and directed to take any and all such further action as shall be deemed necessary or desirable in order to effectuate the closing of the County Loan. The Board hereby represents and warrants that the County's purchase of the Notes as set forth herein is for the account of the County only and not for distribution to others and that the Board has taken all action required for the County's purchase of the Notes as set forth herein. 5. This Resolution shall take effect immediately. RESOLUTION NO. 024-98 ADOPTED by the Board of Supervisors of the County of Frederick, Virginia this 10 th day of November , 1998, on the following vote: rUst names of all members of governing body, and vote of yes, no, abstained, or absent from the meeting.] James L. Longerbeam - Aye; Richard C. Shickle - Nay; W. Harrington Smith, Jr. - Absent; Robert M. Sager - Aye; Margaret B. Douglas - Aye; Charles W. Orndoff, Sr. - Aye The undersigned certifies that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of the County of Frederick, Virginia duly called and held on November 10 , 1998. 004617\03946S\RESAPPR.FRE A RESOLUTION AUTHORIZING mE ISSUANCE AND SALE OF NOT TO EXCEED $300,000 WINCHESTER REGIONAL AIRPORT AUTHORI1Y REVENUE NOTES, SERIES 1998; AND PROVIDING FOR THE FORM, DETAILS AND PAYMENT mEREOF WHEREAS, the Winchester Regional Airport Authority (the "Authority") is a body corporate created by the General Assembly of the Commonwealth of Virginia, specifically by Virginia Acts of Assembly, 1987 Session, Chapter 687 entitled "An Act to create the Winchester Regional Airport Authority," as amended by Virginia Acts of Assembly, 1995 Session, Chapters 258 and 338, as amended from time to time (the "Act"); and WHEREAS, the Authority is authorized to acquire, construct, operate and maintain airport facilities and industrial and commercial facilities pursuant to the provisions of the Act; and WHEREAS, the Authority is authorized pursuant to the Act to apply for and accept loans or other financial assistance from political subdivisions of the Commonwealth of Virginia or any other person or entity, for or in aid of the construction, acquisition, ownership, operation, maintenance or repair of the Authority's facilities and to execute such agreements and legal instruments as may be necessary, convenient or desirable; and WHEREAS, the Authority has determined to acquire, improve and equip an airplane hangar known at the "Goodman Hangar" located at the southwest side of the runway at Winchester Regional Airport and as more particularly described in that Hangar Lease/Purchase Agreement dated as of July 9, 1998 between the Authority as lessee and Toranta P. Goodman and Susan M. Goodman as lessor (the "Project") in furtherance of its proper and essential governmental functions and public purposes, and that it is necessary to issue its revenue notes in the maximum principal amount of Three Hundred Thousand ($300,000) (the "Notes") the proceeds of which, together with other available funds, are estimated to be sufficient to pay the cost of the Project hereinafter authorized; and . WHEREAS, by the Rural Development Resolution adopted on August 8, 1996, the Authority authorized the issuance, sale and award of the Rural Development Bond; and WHEREAS, the Authority is not in default in the payment of principal of or interest on the Rural Development Bond or in the performance of any of the covenants, conditions, agreements or provisions contained in the Rural Development Resolution and, within the limitations of the Rural Development Resolution, the Authority is authorized to issue the Notes secured in a subordinate position to the Rural Development Bond; and WHEREAS, the County of Frederick, Virginia (the "County") and the City of Winchester, Virginia (the "City") have offered to purchase the Notes, and the Authority has determined to award the sale of the Notes to the City and the County: BE IT RESOLVED BY THE BOARD OF DIRECfORS OF WINCHESTER REGIONAL AIRPORT AU1HORITY: ARTICLE I DEFINITIONS Section 1.1. Definitions: Whenever used in this resolution, unless a different meaning clearly appears from the context: (a) "Additional Notes" shall mean any notes secured on a parity with the Series 1998 Notes by a pledge of revenues derived from the ownership or operation of the System. (b) "Board of Directors" shall mean the Board of Directors of the Authority. (c) "Certified copy" shall mean a copy of a resolution or other paper certified by the Executive Director of the Authority, secretary of the Authority, or by the secretary or clerk of any other body. (d) "Closing Date" shall mean the date on which the Notes are delivered to the City and/or the County upon payment of the purchase price therefor. (e) "Executive Director," "Chairman," Vice-Chairman" or "Secretary-Treasurer" shall mean, respectively, the persons holding such offices of the Authority. (f) "Fiscal year" shall mean the twelve-month period beginning on July 1 of one year and ending <?n June 30 of the following year. (g) "Noteholder" shall mean the holder or owner of any of the Notes. (h) "Notes" shall mean the Series 1998 Notes. (i) "Rural Development" shall mean Rural Development (formerly Farmers Home Administration), a Federal agency of the United States Department of Agriculture. G) "Rural Development Bond" shall mean the Authority's $886,600 Airport Hangars and Office Facility Revenue Bond, Series 1996 dated August 16, 1996, authorized and issued pursuant to the Rural Development Resolution. 2 (k) "Rural Development Resolution" shall mean the resolution adopted by the Authority on August 8, 1996, entitled "A Resolution Authorizing the Issuance and Sale of $866,600 Winchester Regional Airport Authority Revenue Bonds, Series 1996; and Providing for the Form, Details and Payment Thereof." (I) "Series 1998 Notes" shall mean the Notes authorized and issued under Section 3.1 hereof. (m) "System" shall mean the Project, all additions, extensions and enlargements thereof, any and all property or projects owned or operated by the Authority, and any additional future project or projects that may be duly authorized by the Authority and made a part of the System. Section 1.2. Other Definitions: Words defined elsewhere in this resolution shall have the meanings therein provided. Section 1.3. Rules of Construction: Unless the context clearly indicates to the contrary, words importing the singular number shall include the plural number and vice versa. ARTICLE n AUTHORIZATION OF PROrnCf Section 2.1. The Project: In order to provide airplane hangar facilities in furtherance of the Authorities proper and essential governmental functions and public purposes as set forth in the Act, the acquisition, construction and equipping of the Project are hereby authorized. Section 2.2. Modification of Project: The Project authorized hereby may be modified by the Authority. ARTICLE m AUTHORIZATION, FORM, EXECUTION, DELIVERY AND REGISTRATION OF NOTES Section 3.1. Authorization of Notes: There are hereby authorized to be issued revenue notes of the Authority in the aggregate principal amount not to exceed Three Hundred Thousand Dollars ($300,000) to provide funds to finance, in part, the cost of the Project. The Series 1998 Notes shall be designated the "Winchester Regional Airport Authority Revenue Notes, Series 1998." The Series 1998 Notes shall be in all respects subordinate and junior in priority and lien to the Rural Development Bond, and such authorization set forth in this Section 3.1 shall be subject to the prior written consent of 3 Rural Development and approved by all participating political subdivisions in the Authority, as that term is used in the Act. Section 3.2. Details of the Series 1998 Notes. The Series 1998 Notes shall be issued as fully registered notes (registered as to principal and interest) without coupons, shall consist of Notes in denominations of $5,000 and whole multiples thereof, numbered R-1 and shall be dated as of the Closing Date, shall bear interest on the unpaid principal balance at the rate of not to exceed five and one half percent (5.5%) per year, payment in installments of combined principal and interest of on the same day of the month following the closing as the Closing Date occurred and each month thereafter for a period of twenty years, until paid. If not sooner paid, the final installment shall be due and payable twenty years from the date of the Series 1998 Notes. The payment of every installment shall be applied first to interest accrued to the payment date and then to principal. If the Closing Date actually occurs on the 29th, 30th or 31st day of a month, then the closing date for purposes of this paragraph shall be deemed to be the 28th day of such month. Installments of principal and interest shall be payable in lawful money of the United States of America, but only from the revenues pledged to the payment thereof as herein provided. Installments shall be payable by check or draft mailed to the registered owners of the Series 1998 Notes, at their addresses as they appears on the registration books, except that the final installment shall be payable upon presentation and surrender of the Series 1998 Notes at the office of the Registrar. Section 3.3. Execution of the Series 1998 Notes: The Series 1998 Notes shall be signed by the manual signature of the Chairman or Vice Chairman of the Authority and the Authority seal shall be affixed thereto and attested by the Secretary-Treasurer of the Authority. Section 3.4. Form of the Series 1998 Notes. The Series 1998 Notes shall be in substantially the following form: [The remainder of this page is intentionally left blank.] 4 No. R- $ UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA WINCHESTER REGIONAL AIRPORT AUTHORITY Revenue Note, Series 1998 Dated: _, 1998 Registered Holder: Interest Rate: 5.50% The Winchester Regional Airport Authority, a body corporate in the Commonwealth of Virginia (the "Authority") for value received, hereby promises to pay, solely from the revenues hereinafter described and pledged to the payment thereof, to the registered holder (named above), or registered assigns, the principal amount of THOUSAND DOLLARS ($ ,000) and to pay to the registered owner hereof interest on the unpaid principal from the date hereof until payment of the entire principal sum at the rate of five and one half (5.50%) per year, in monthly installments of combined principal and interest on , 1998, and on the day of each month thereafter for a period of twenty years, until paid, each payment to be applied first to interest accrued to such payment date and then to principal, and such final installment, if not sooner paid, to be due and payable twenty years from the date hereof. Installments of both principal and interest shall be payable in lawful money of th~ United States of America by check or draft mailed to the registered owner at its address as it appears on the registration books kept for that purpose at the office of the Secretary-Treasurer of the Authority who was appointed as Registrar. This Note shall be registered as to principal and interest. The final installment of principal shall be payable upon presentation and surrender hereof at the office of the Registrar. THIS NOTE IS NOT A DEBT OF THE COMMONWEALTH OF VIRGINIA OR ANY POUTICAL SUBDIVISION THEREOF, OTHER THAN THE AUTHORITY, AND NEITHER THE COMMONWEALTH NOR ANY POUTICAL SUBDIVISION THEREOF, OTHER THAN THE AUTHORITY, SHALL BE LIABLE THEREON, NOR SHALL THIS NOTE BE PAYABLE OUT OF ANY FUNDS OTHER THAN THOSE OF THE AUTHORITY PLEDGED FOR SUCH PURPOSE. THE AUTHORITY HAS NO TAXING POWER. 5 This Note has been authorized by a resolution adopted by the Authority on October 8, 1998, (the "Note Resolution"), and is issued pursuant to an Act of the General Assembly of the Commonwealth of Virginia, specifically Virginia Acts of Assembly, 1987 Session, Chapter 687 entitled "An Act to create the Winchester Regional Airport Authority," as amended by Virginia Acts of Assembly, 1995 Session, Chapters 258 and 338, as amended from time to time (the "Act"), to provide funds, along with other monies that may be available, to pay the cost of acquiring, improving and equipping certain airplane hangar facilities known at the "Goodman Hangar" located at the southwest side of the runway at Winchester Regional Airport and as more particularly described in that Hangar Lease/Purchase Agreement dated as of July 9, 1998 between the Authority as lessee and Toranta P. Goodman and Susan M. Goodman as lessor (the "Project"). Copies of the Note Resolution are on file at the office of the Executive Director of the Authority. Reference is hereby made to the Note Resolution and any amendments thereto for the provisions, among others, describing the pledge and covenants securing the Note, the nature and extent of the security, the terms and conditions upon which the Note is issued, and the rights and obligations of the Authority and the rights of the Noteholder(s). Both principal of and interest on this Note are payable solely from the revenues pledged thereto as herein set forth, and nothing herein or in the Note Resolution shall be deemed to create or constitute an indebtedness of or a pledge of the faith and credit of the Commonwealth of Virginia or of any county, city, town or other political subdivision of the Commonwealth. The lien on revenues of the System securing this Note is in all respects subordinate and junior to the senior lien on such revenues securing the Authority's $886,600 Revenue Bond, Series 1996, (the "Rural Development Bond"). The Rural Development Bond was issued pursuant to a resolution adopted by the Authority on August 8, 1996, entitled "A Resolution Authorizing the Issuance and Sale of $866,600 Winchester Regional Airport Authority Revenue Bonds, Series 1996; and Providing for the Form, Details and Payment Thereof' (the "Rural Development Resolution"). This Note one of an issue of $300,000 lease revenue notes issued under the Note Resolution and is equally and ratably secured on a parity basis with all other Notes issued under the Note Resolution. THIS NOTE IS A UMITED OBUGATION OF THE AUTHORITY AND IS PAYABLE SOLELY FROM CERTAIN REVENUES TO BE DERIVED FROM THE OWNERSHIP OR OPERATION OF THE AUTHORITY'S AIRPORT SYSTEM AS THE SAME MAY FROM TIME TO TIME EXIST, WHICH REVENUES (LESS THE COSTS OF OPERATION AND MAINTENANCE OF THE SYSTEM) HAVE BEEN PLEDGED FIRST IN PRIORITY PURSUANT TO THE RURAL DEVELOPMENT RESOLUTION TO SECURE THE PAYMENT OF THE RURAL DEVELOPMENT BOND AND SECOND IN PRIORITY PURSUANT TO THE NOTE RESOLUTION TO SECURE THE PAYMENT OF THE NOTES. THIS NOTE IS IN ALL RESPECT JUNIOR AND SUBORDINATE TO THE RURAL DEVELOPMENT BOND. NEITHER THE COMMONWEALTH OF VIRGINIA NOR ANY POUTICAL SUBDIVISION THEREOF NOR ANY BODY CORPORATE, INCLUDING THE AUTHORITY, SHALL BE OBUGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE NOTES OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE 6 REVENUES PLEDGED THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR lHE TAXING POWER OF lHE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION lHEREOF IS PLEDGED TO lHE PAYMENT OF PRINCIPAL OF OR INTEREST ON lHE NOTES OR OlHER COSTS INCIDENT lHERETO. lHE AUTHORITY HAS NO TAXING POWER. Installments of principal may be prepaid at the option of the Authority as a whole or in part, without premium (but if in part, in inverse chronological order) on any interest payment date, upon not less than thirty nor more than sixty days' notice forwarded by registered or certified mail to the registered owner of this Notes at the address shown on the registration books maintained at the office of the Registrar, upon payment of the principal amount of installments to be prepaid and interest accrued to the date fixed for such prepayment, without premium, by check or draft mailed to such owner at such address. Additional Notes secured equally and ratably with the Notes may be issued from time to time under the conditions, limitations and restrictions set forth in the to finance the cost of the completion of the Project, the acquisition or construction of improvements, extensions, additions and replacements to the System, one or more projects duly authorized by the Authority and made a part of the System, or to refund bonds or notes of the Authority, or for any or all of such purposes. Transfer of this Note may be registered upon books maintained for that purpose by the Registrar. Prior to due presentment for registration of transfer the Registrar shall treat the registered owner as the person exclusively entitled to payment of principal and interest and the exercise of all other rights and powers of the owner. This Note initially shall be registered as to principal and interest in the name of the , with an address of , Virginia All acts, conditions and things required by the Constitution and statutes of the Commonwealth of Vi~ginia to happen, exist or be performed precedent to and in the issuance of this Note have happened, exist and have been performed. IN WITNESS WHEREOF, the Authority has caused this Note to be signed by its Chairman or Vice Chairman, to be countersigned by its Secretary-Treasurer, its seal to be affixed hereto and this Note to be dated as of , 1998. COUNTERSIGNED: Secretary-Treasurer, Winchester Regional Airport Authority Chairman, Winchester Regional Airport Authority (SEAL) 7