Loading...
055-064~GK COG'P w `` BOARD OF SUPERVISORS „aarv, ~,~ COUNTY OF FREDERICK, VIRGINIA BOARD OF SUPERVISORS Date: March 22, 2006 At a regular meeting of the Board of Supervisors of the County of Frederick, Virginia, held on the 22nd day of March, 2006, the following persons were present or absent as shown: PRESENT: Richard C. Shickle, Chairman; Bill M. Ewing, Vice-Chairman; Gene E. Fisher; Gary W. Dove; Charles S. DeHaven, Jr.; Barbara E. Van Osten; and Philip A. Lemieux. ABSENT: No one was absent. On motion of Gary W. Dove, seconded by Charles S. DeHaven, Jr., the following Resolution was adopted by a majority of the members of the Board of Supervisors present by a roll call vote, the votes being recorded as follows: MEMBER VOTE Richard C. Shickle, Chairman Aye Bill M. Ewing, Vice-Chairman Aye Gene E. Fisher Aye Gary W. Dove Aye Charles S. DeHaven, Jr. Aye Barbara E. Van Osten Aye Philip A. Lemieux Aye 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 TO FINANCE VARIOUS PUBLIC SAFETY CAPITAL PROJECTS WHEREAS, the Board of Supervisors (the "Board") of the County of Frederick, Virginia (the "County") has determined that it is necessary and advisable to undertake the acquisition, construction, fiunishing and equipping of a new public safety building (the "Leased Project") and other public safety projects, including a new animal control facility (together with the Leased Project, the "Financed Projects") for the County, and to obtain financing for the Financed Projects through lease revenue bonds (the "Bonds") to be issued by the Industrial Development Authority of the County of Frederick, Virginia (the "Authority"). The County will lease the Leased Project to the Authority pursuant to a lease (the "Lease") and will lease the Leased Project back from the Authority pursuant to a fmancing lease between the Authority and the County (the "Financing Lease"). The Bonds will be payable solely from the revenues derived from the 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 Bonds. WHEREAS, the Bonds will be issued pursuant to the following documents: (i) an Indenture of Trust between the Authority and a trustee to be selected by the County Administrator or the Director of Finance (the "Trustee"), with the form of the Bonds attached thereto; (ii) the Lease; (iii) the Financing Lease; (iv) a Leasehold Deed of Trust from the Authority to the individual trustees named therein; (v) an Assignment of Rents and Leases between the Authority and the Trustee; (vi) a Preliminary Official Statement (the "Preliminary Official Statement") and an Official Statement (the "Official Statement") with respect to the issuance and sale of the Bonds; and (vii) a Bond Purchase Agreement (the "Bond Purchase Agreement") among the County, the Authority and Morgan Keegan & Company, Inc. (the "Underwriter"). All of the 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 aggregate principal amount of $23,000,000 to be paid from revenues derived from payments made by the County pursuant to the Financing Lease. 2. Authorization of Basic Documents. The Bonds and the Basic Documents are approved in substantially the forms on file with the County Administrator, with such changes, insertions or omissions (including, without limitation, changes of the dates thereof] as may be approved by the Chairman of the Board 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 performance by the County under the Bonds and the Basic Documents to which the County is a party are authorized. 3. Execution of Documents. The Chairman and the Vice Chairman of the Board 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 and the Clerk of the Board are 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. The Chairman and the Vice Chairman of the Board, the County Administrator and the Director of Finance 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 of the County, are in all respects approved, ratified and confirmed. 4. Sale of Bonds. The County Administrator and the Chairman of the Board, or either of them, are authorized and directed to consent to the terms of the sale of the Bonds by the Authority to the Underwriters and to execute and deliver the Bond Purchase Agreement, provided that (i) the true interest cost of the Bonds shall not exceed 5% (taking into account any original issue discount or premium), (ii) the aggregate principal amount of the Bonds shall not exceed the amount set forth in paragraph 1, (iii) the sale price of the Bonds to the Underwriters shall not be less than 99% of the aggregate principal amount thereof (not taking into account any original issue discount) and (iv) the final maturity of the Bonds shall not be later than 32 years from their date. The approval of such officer shall be evidenced conclusively by the execution and delivery of the Bond Purchase Agreement. 5. Disclosure Documents. The Preliminary Official Statement is approved in substantially the form on file with the Board, with such changes, insertions or omissions as approved by the County Administrator or the Finance Director. The County Administrator or the Finance Director, or either of them, is authorized and directed to prepare and deliver the Official Statement. The use and distribution of the Preliminary Official Statement and Official Statement by the Underwriter is authorized and approved. The County Administrator and the Finance Director are authorized to execute the Official Statement, if required. The Preliminary Official Statement and Official Statement 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 determine. The County Administrator, or such other officer or agent of the County as he may designate, is authorized and directed to deem the Preliminary Official Statement and the Official Statement "final" for purposes of Securities Exchange Commission Rule 15c2-12. 6. Nature of Oblieations. 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 Financed Projects are hereby declared to be essential to the efficient operation of the County, and the Board anticipates that the Financed Projects will continue to be essential to the operation of the County during the term of the Financing Lease. The Board, while recognizing that it is not empowered to make any binding commitment to make appropriations beyond the current fiscal year, hereby states its intent to make annual appropriations in future fiscal years in amounts sufficient to make all payments under the Financing Lease and hereby recommends that future Boards do likewise during the term of the Financing Lease. The County Administrator is directed to submit for each fiscal year a request to the Board 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 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. 7. Official Intent. The Board adopts this Resolution as a declaration of official intent for purposes of Treasury Regulations Section 1.150-2. 8. Effective Date. This Resolution shall take effect immediately. Adopted this 22nd day of March, 2006. [SEAL] Cler and of Supe isors Co of Frederick, Virginia Board Resolution No.: 055-06