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004-98 BOARD OF SUPERVISORS RESOLUTION OF THE BOARD OF SUPERVISORS FOR THE COUNTY OF FREDERICK, VIRGINIA REQUESTING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF FREDERICK, VIRGINIA TO ISSUE LEASE REVENUE BONDS TO FINANCE LmRARY FACILITIES The Board of Supervisors of the County of Frederick, Virginia ("County") has determined that it is necessary and advisable to undertake the acquisition, construction and equipping of a new library in the County (the "Project") and to obtain financing for the Project through lease revenue bonds ("Bonds") to be issued by the Industrial Development Authority of the County of Frederick, Virginia ("Authority"). The County will lease the Project to the Authority pursuant to a lease ("Lease"). The Bonds will be payable solely from the revenues derived by the Authority from the Financing Lease from the Authority to the County ("Financing Lease") pursuant to which the Authority will lease the Project back to the County. The Bonds will be issued pursuant to the following documents: (I) Indenture of Trust between the Authority and a trustee to be selected by the County Administrator ("Trustee"); (ii) Lease; (ill) Financing Lease; (iv) Deed ofTrust from the Authority to the individual trustees named therein, as trustees granting a leasehold mortgage on the Authority's interest in the Project; (v) Assignment of Rents and Leases between the Authority and the Trustee; (vi) Preliminary Official Statement and Official Statement with respect to the issuance and sale of the Bonds; and (vii) Bond Purchase Agreement among First Union Capital Markets, a Division of Wheat, First Securities, Inc. (The "Underwriter"), the County and the Authority. 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 estimated maximum amount of$4,280,000 to be paid from revenues derived from payments made by the County pursuant to the Financing Lease. 2. Authorization of Financing Documents. The County Administrator and the Chairman of the Board of Supervisors, or either of them, is authorized and directed to approve the Basic Documents, the Preliminary Official Statement and the Official Statement, which approval shall be evidenced conclusively by the execution and delivery of the Basic Documents to which the County is a party. 3. Execution of Documents. The Chairman and Vice Chairman of the Board of Supervisors and the County Administrator, or any of them, are authorized to execute on behalf of the 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 perform 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 or performed by such officers or agents ofthe County, are in all respects approved, ratified and confirmed. 4. Sale of Bonds. The County Administrator and the Chairman of the Board of Supervisors or either of them, is authorized and directed to consent to the terms of the 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 7%, (ii) the aggregate principal amount of the Bonds shall not exceed $4,280,000, (iii) the sale price of the Bonds to the Underwriter shall not be less than 97% of the aggregate principal amount thereof (not taking into account any original issue discount) and (iv) the final maturity ofthe Bonds shall not be 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. Authorization of Official Statement. The distribution of the Preliminary Official Statement and the Official Statement in connection with the sale of the Bonds is authorized and approved. The County Administrator is authorized to deem the Preliminary Official Statement "final" for purposes of Securities and Exchange Commission Rule 15c2-12. 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 of the County under the 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 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 or the Financing Lease shall constitute a pledge of the full faith and credit of the County beyond the constitutionally permitted annual appropriations. 7. Effective Date. This Resolution shall take effect immediately. Adopted this 8th day ofJuly, 1998. James L. Longerbeam Robert M. Sager Richard C. Shickle Margaret B. Douglas W. Harrington Smith, Jr. Charles W. Orndoff, Sr. John R. Riley, Jr. Clerk, Board of Supervisors County of Frederick, Virginia RESOLUTION NO.: 004-98 (BOARD ACTION OF 7/8/98 - POSTPONED FOR 30 DAYS)