HomeMy Public PortalAbout1987_10_14_O027~LeesBurg m CVirginia
ORDINANCE NO.
AN ORDINANCE:
PRESENTED October 14, 1987
~7-0-27 ADOPTED October 14~ 1987
AUTHORIZING WHE ISSUANCE OF THE TOI~] OF LEESBURG,
VIRGINIA $10,000,000 GENERAL OBLIGATION PUBLIC
IMPROVEMENT BONDS
The Town Council ("Council") of the Town of Leesburg,
Virginia ("Town") has determined that it is necessary to acquire,
construct, equip and improve various public improvements,
including a municipal government center and parking complex, an
aquatic center and gymnasium, a public works complex and the
Phase VI storm drainage project ("Projects"), and it is necessary
and expedient to borrow not to exceed $10,000,000 and to issue
bonds of the Town ("Bonds") to provide funds to pay the costs of
such facilities.
The Council has held a public hearing on the issuance of the
Bonds in accordance with the requirements of Section 15.1-171.1
of the Code of Virginia of 1950, as amended.
NOW, THEREFORE, BE IT ORDAINED, BY THE TOWN COUNCIL OF THE
TOWN OF LEESBURG, VIRGINIA :
1. Authorization of Bonds and Use of Proceeds. The Council
hereby determines that it is advisable to contract a debt and to
issue and sell the Bonds in an amount not to exceed $10,000,000.
The issuance and sale of the Bonds is hereby authorized. The
proceeds from the issuance and sale of the Bonds shall be used to
pay the costs of the Projects. The Bonds may be issued in one or
more series from time to time.
2. Authorization of Series 1987 Bonds. The Council hereby
determines that it is advisable to issue and sell $5,000,000 of
the Bonds to be designated General Obligation Public Improvement
Bonds, Series 1987 ("Series 1987 Bonds") on the terms and
conditions set forth in this Ordinance. The Series 1987 Bonds
shall be used in the following amounts for the following purposes
(provided that proceeds not needed for a particular Project
listed below may be allocated to other Projects):
Aquatic Center/Gymnasium
Public Works Complex
Phase VI Storm Drainage Project
Municipal Government
Center/Parking Complex
Total:
3. Pledqe of Full Faith and Credit.
$ 500,000
1,000,000
564,000
2,936,000
$5,000,000
The full faith and
credit of the Town are hereby irrevocably pledged for the payment
of the principal of, premium, if any, and interest on the Series
1987 Bonds as the same become due and payable. The Council shall
levy an annual ad valorem tax upon all property in the Town,
subject to local taxation, sufficient to pay the principal of,
premium, if any, and interest on the Series 1987 Bonds as the
same shall become due for payment unless other funds are lawfully
available and appropriated for the timely payment thereof.
4. Details of Series 1987 Bonds. The Series 1987 Bonds
shall be issued in fully registered form, shall be dated November
1, 1987, shall bear interest at a rate or rates such that the
true interest cost of the Bonds does not exceed 10.0% per annum,
such rate or rates to be established by subsequent resolution of
the Council, payable semi-annually on June 1 and December 1,
beginning June 1, 1988, shall be in the denominations of $5,000
each or whole multiples thereof and shall be numbered from R-1
upwards consecutively. The Bonds shall mature serially on
December 1 in the years and amounts as follows:
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Year Amount Year Amount
1988 $250,000 1998 $250,000
1989 250,000 1999 250,000
1990 250,000 2000 250,000
1991 250,000 2001 250,000
1992 250,000 2002 250,000
1993 250,000 2003 250,000
1994 250,000 2004 250,000
1995 250,000 2005 250,000
1996 250,000 2006 250,000
1997 250,000 2007 250,000
5. Book-Entry-Only Form.
The Series 1987 Bonds shall be
issued in fully registered form and registered in the name of
Cede & Co., a nominee of The Depository Trust Company, New York,
New York ("DTC") as registered owner of the Series 1987 Bonds,
and immobilized in the custody of DTC. One fully registered
Series 1987 Bond in typewritten or printed form for the principal
amount of each maturity shall be registered to Cede & Co.
Beneficial owners of Series 1987 Bonds shall not receive physical
delivery of Series 1987 Bonds. Principal, premium, if any, and
interest payments on the Series 1987 Bonds shall be made to DTC
or its nominee as registered owner of the Series 1987 Bonds on
the applicable payment date.
Transfer of ownership interest in the Series 1987 Bonds
shall be made by DTC and its participants ("Participants"),
acting as nominees of the beneficial owners of the Series 1987
Bonds, in accordance with rules specified by DTC and its
Participants. The Town shall notify DTC of any notice required
to be given pursuant to this Ordinance or the Series 1987 Bonds
not less than fifteen (15) calendar days prior to the date upon
which such notice is required to be given. The Town shall also
comply with the agreements set forth in the Town's letter of
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representations to DTC, which letter of representations is
approved in substantially the form submitted at this meeting of
the Town Council.
Replacement Series 1987 Bonds (the "Replacement Bonds")
shall be issued directly to beneficial owners of Series 1987
Bcnds rather than to DTC, or its nominee, but only in the event
that:
(i) DTC determines not to continue to act as
securities depository for the Series 1987 Bonds; or
(ii) The Town has advised DTC of its determination
that DTC is incapable of discharging its duties; or
(/ii) The Town has determined that it is in the
best interest of the beneficial owners of the Series 1987 Bonds
not to continue the book-entry system of transfer.
Upon occurrence of the event described in (i) or (ii) above, the
Town shall attempt to locate another qualified securities
depository. If the Town fails to locate another qualified
securities depository to replace DTC, the Town shall execute and
deliver Replacement Bonds substantially in the form set forth in
E~hibit A attached hereto to the Participants. In the event the
Town Council, in its discretion, makes the determination noted in
(ii) or (iii) above and has made provisions to notify the
beneficial owners of Series 1987 Bonds by mailing an appropriate
notice to DTC, the appropriate officers and agents of the Town
shall execute and deliver Replacement Bonds substantially in the
form set forth in Exhibit A attached hereto to any Participants
requesting such Bonds. Principal of, premium, if any, and
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interest on the Replacement Bonds shall be payable as provided in
paragraph 4 of this Ordinance and in the Series 1987 Bonds and
such Replacement Bonds will be transferable in accordance with
the provisions of paragraphs 11 and 12 of this Ordinance and the
Series 1987 Bonds.
6. Form of Series 1987 Bonds. The Series 1987 Bonds shall
be in substantially the form'attached to this Ordinance, with
such appropriate variations, omissions and insertions as
permitted or required by this Ordinance or subsequent resolution
of the Town Council. There may be endorsed on the Series 1987
Bonds such legend or text as may be necessary or appropriate to
conform to any applicable rules and regulations of any
governmental authority or any usage or requirement of law with
respect thereto.
7. Redemption of Series 1987 Bonds. The Series 1987 Bonds
maturing on or before December 1, 1995, are not subject to
redemption before maturity. Series 1987 Bonds maturing on or
after December 1, 1996, are subject to optional redemption before
maturity at the direction of the Town, in whole at any time or in
part (in installments of $5,000) on any interest payment date on
or after December 1, 1995, in such order as may be determined by
the Director of Finance (except that if at any time less than all
of the Series 1987 Bonds of any maturity are called for
redemption, the particular Series 1987 Bonds of such maturity or
portions thereof to be redeemed shall be selected by lot) upon
payment of the following redemption prices (expressed as a
-5-
percentage of the principal amount of Bonds to be redeemed) plus
interest accrued thereon to the date fixed for redemption:
Redemption Date Redemption Price
December 1, 1995, through November 30, 1996, inclusive 102%
December 1, 1996, through November 30, 1997, inclusive 1014
December 1, 1997, through November 30, 1998, inclusive 101
December 1, 1998, through November 30, 1999, inclusive 1004
December 1, 1999, and thereafter 100
8. Execution of Series 1987 Bonds. The Mayor of the Town
and the Clerk of the Council are hereby authorized and directed
to execute appropriate negotiable Series 1987 Bonds in the
aggregate principal amount of $5,000,000, and to affix the seal
of the Town thereto. The manner of execution and affixation of
the seal may be by facsimile, provided, however, that if the
signatures of the Mayor and Clerk are both by facsimile, the
Series 1987 Bonds shall not be valid until signed at the foot
thereof by the manual signature of the Bond Registrar.
9. CUSIP Numbers. The Series 1987 Bonds shall have CUSIP
identification numbers printed thereon. No such number shall
constitute a part of the contract evidenced by the Bond on which
it is imprinted and no liability shall attach to the Town, or any
officer or agent thereof by reason of such numbers or any use
made thereof, including any use thereof made by the Town and any
such officer or agent, by reason of any inaccuracy, error or
omission with respect thereto.
10. ADpointment of Bond Registrar and/or Paying Agent. The
Town will serve as Bond Registrar. The Town Council may appoint
a subsequent bond registrar and/or one or more paying agents for
the Series 1987 Bonds by subsequent resolution and upon giving
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written notice to the holders of the Series 1987 Bonds specifying
the name and location of the principal office of any such bond
registrar or paying agent.
11. Registration, Transfer and Exchanqe. Upon surrender for
transfer or exchange of any Series 1987 Bond at the principal
corporate trust office of the Bond Registrar, the Town shall
execute and deliver and the Bond Registrar shall authenticate in
the name of the transferee or transferees a.new Series 1987 Bond
or Series 1987 Bonds of any authorized denomination in an
aggregate principal amount equal to the Series 1987 Bond
surrendered and of the same form and maturity and bearing
interest at the same rate as the Series 1987 Bond surrendered,
subject in each case to such reasonable regulations as the Town
and the Bond Registrar may prescribe. All Series 1987 Bonds
presented for transfer or exchange shall be accompanied by a
written instrument or instruments of transfer or authorization
for exchange, in form and substance reasonably satisfactory to
the Town and the Bond Registrar, duly executed by the registered
owner or by his or her duly authorized attorney-in-fact or legal
representative. No Series 1987 Bond may be registered to bearer.
New Series 1987 Bonds delivered upon any transfer or
exchange shall be valid obligations of the Town, evidencing the
same debt as the Series 1987 Bonds surrendered, shall be secured
by this Ordinance and entitled to all of the security and
benefits hereof to the same extent as the Series 1987 Bonds
surrendered.
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12. Charges for Exchange or Transfer. No charge shall be
made for any exchange or transfer of Series 1987 Bonds, but the
Town may require payment by the holder of any Series 1987 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 Series 1987 Bond.
13. TemDorary Bonds. The Town may initially issue the Bonds
in temporary, registered form. If Bonds are issued in temporary
form, the Town shall promptly prepare, execute and deliver to the
registered owners Series 1987 Bonds in definitive form of the
same maturity and interest rate and for the same aggregate
principal amount as the temporary Series 1987 Bonds. Appropriate
variations, omissions and insertions may be made in the Series
1987 Bonds to facilitate printing or preparation of definitive
Bonds.
14. Arbitrage and Tax Covenants. The appropriate officers
and agents of the Town 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 Series 1987
Bonds and containing such covenants as may be necessary in order
to comply with the provisions of the Internal Revenue Code of
1986, as amended ("Code"), including the provisions of Section
148 of the Code and applicable regulations relating to "arbitrage
bonds." The Council covenants on behalf of the Town that the
proceeds from the issuance and sale of the Series 1987 Bonds will
be invested and expended as set forth in the Town's Non-Arbitrage
Certificate and Tax Covenants, to be delivered simultaneously
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with the issuance and delivery of the Series 1987 Bonds and that
the Town shall comply with the other covenants and
representations contained therein.
The Town designates the Series 1987 Bonds as "qualified
tax-exempt obligations" eligible for the exception from the
disallowance of the deduction of interest by financial
institutions allocable to the Cost of carrying tax-exempt
obligations in accordance with the provisions of Section
265(b)(3) of the Code. The Town does not reasonably anticipate
issuing more than $10,000,000 in qualified tax-exempt obligations
during calendar year 1987 and the Town will not designate more
than $10,000,000 of qualified tax-exempt obligations pursuant to
such Section 265(b)(3).
15. Disclosure Documents. The officers and agents of the
Town are hereby authorized and directed to prepare, execute and
deliver an appropriate official statement, notice of sale or such
other disclosure documents as may be necessary to expedite the
sale of the Series 1987 Bonds. The official statement, notice of
sale or other disclosure documents shall be published in such
publications and distributed in such manner and at such times as
the appropriate officers or agents of the Town shall determine.
The appropriate officers and agents of the Town are authorized
and directed to execute and deliver the official statement with
respect to the issuance and sale of the Series 1987 Bonds in
substantially the form of the Preliminary Official Statement
submitted at this meeting with such changes as such officers may
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consider necessary or desirable and such official statement is
hereby approved.
16. Further Actions. The officers and agents of the Town
are authorized and directed to take such further action as they
deem necessary regarding the issuance and sale of the Series 1987
Bonds and all actions taken by such officers and agents in
connection with the issuance.and sale of the Series 1987 Bonds
are hereby ratified and confirmed.
17. Filing of Ordinance. The appropriate officers or agents
of the Town are authorized and directed to file a certified copy
of this Ordinance with the Circuit Court of the County of
Loudoun, Virginia pursuant to Sections 15.1-199 and 15.1-212 of
the Code of Virginia of 1950, as amended, and within ten days
thereafter to publish once in a newspaper of general circulation
in the Town a notice setting forth (1) in brief and general terms
the purpose for which the Bonds are to be issued and (2) the
amount of the Bonds.
18. Effective Date. This Ordinance shall take.effect
immediately.
The undersigned Clerk of the Town Council of the Town of
Leesburg, Virginia, certifies that the foregoing constitutes a
true, complete and correct copy of the Ordinance adopted at a
regular meeting of the Town Council of the Town of Leesburg,
Virginia, held on October 14, 1987.
Dated: October 14, 1987
Clerk, To~n'Couhctl
[SEAL] Town of ~eesburg, Virginia
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EXHIBIT A
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
No. R- TOWN OF LEESBURG
GENERAL OBLIGATION PUBLIC IMPROVEMENT BONDS, SERIES 1987
MATURITY DATE
INTEREST RATE
CUSIP
REGISTERED OWNER
PRINCIPAL AMOUNT
TOWN OF LEESBURG, VIRGINIA ("Town"), for value received,
acknowledges itself indebted and promises to pay to the
registered owner of this Bond or legal representative, the
principal amount stated above on the maturity date set forth
above and to pay interest on the principal amount of this Bond at
the rate specified above per annum, payable semiannually on June
1 and December 1 beginning on June 1, 1988. This Bond shall bear
interest (a) from November 1, 1987, if this Bond is authenticated
before June 1, 1988 or (b) otherwise from the June 1 or December
1 that is, or immediately precedes, the date on which this Bond
is authenticated; provided that, if at the time of authentication
of this Bond, interest on this Bond is in default, this Bond
shall bear interest from the date to which interest has been
paid. Both principal of and interest on this Bond are payable in
lawful money of the United States of America. The principal of
this Bond is payable upon presentation and surrender hereof at
the office of the Town's Director of Finance, Leesburg, Virginia.
Interest on this Bond is payable by check or draft mailed to the
registered owner hereof at'its address as it appears on the
registration books maintained by the Town, or any successor
registrar, as Bond Registrar without presentation of this Bond;
provided, that interest on this Bond is payable by wire transfer
while this Bond is held in book-entry form. Ail interest
payments shall be made to the registered owner as it appears on
the registration books kept by the Bond Registrar on the
fifteenth day of the month preceding each interest payment date.
This Bond has been duly authorized by the Town Council of
the Town and is issued for the purpose of paying the costs of
various public improvements for the Town. The full faith and
credit of the Town 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 shall not be valid or obligatory for any purpose
unless and until authenticated at the foot hereof by the Bond
Registrar.
Reference is hereby made to the further provisions of this
Bond set forth on the reverse side hereof and such further
provisions shall for all purposes have the same effect as if set
forth on the front side hereof.
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 Bo~d is within every debt
and other limit prescribed by the Constitution and statutes of
the Commonwealth of Virginia and the Charter of the Town.
IN WITNESS WHEREOF, the Town Council of the Town of
Leesburg, Virginia, has caused this Bond to be signed by the
facsimile signature of the Mayor of the Town, a facsimile of its
seal to be affixed and attested by the facsimile signature of its
Clerk and this Bond to be dated November 1, 1987.
TOWN OF LEESBURG, VIRGINIA
Mayor,
Town of Leesburg, Virginia
[ SEAL ]
ATTE ST:
Clerk, ~n~n Council
Town of~eesburg, Virginia
CERTIFICATE OF AUTHENTICATION
The undersigned Bond Registrar hereby certifies that this is
one of a series of Bonds of the Town of Leesburg, Virginia
described in the within-mentioned Ordinance.
Authentication Date:
By.
Authorized Officer
[Form of Reverse of Bond]
This Bond is one of a series of $5,000,000 General
Obligation Public Improvement Bonds, Series 1987 of the Town,
("Bonds") of like date and tenor, except as to number,
denomination, rate of interest and maturity, 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, Chapter 5 of Title
15.1 of the Code of Virginia of 1950, as amended, the Charter of
the Town, and an ordinance adopted by the Town Council on October
14, 1987 ("Ordinance").
Bonds maturing on or before December 1, 1995 are not subject
to redemption before maturity. Bonds at the time outstanding
which are stated to mature on or after December 1, 1996 may be
redeemed before their maturities on or after December 1, 1995, at
the option of the Town in whole at any time or in part (in
installments of $5,000) on any interest payment date upon payment
of the following redemption prices (expressed as a percentage of
the principal amount of Bonds to be redeemed) plus interest
accrued thereon to the date fixed for redemption:
Redemption Date
Redemption Price
December 1, 1995, through November 30, 1996, inclusive
December 1, 1996, through November 30, 1997, inclusive
December 1, 1997, through November 30, 1998, inclusive
December 1, 1998, through November 30, 1999, inclusive
December 1, 1999, and thereafter
102%
lO1
lOl
oo½
100
If less than all of the Bonds are called for redemption, the
maturities of the Bonds to be redeemed shall be selected by the
Town in its discretion. If less than all of the Bonds of any
maturity are called for redemption, the Bonds or portions thereof
to be redeemed within a maturity shall be selected by lot, each
portion of $5,000 principal amount being counted as one Bond for
such purpose.
If any of the Bonds or portions thereof are called for
redemption, the Bond Registrar shall send notice of the call for
redemption identifying the Bonds or portions thereof to be
redeemed, the redemption date and price and the place where Bonds
are to be surrendered for payment, by registered or certified
mail not less than 30 days nor more than 45 days before the
redemption date to the registered owner of each Bond to be
redeemed at such owner's address as it appears on the
registration books maintained by the Bond Registrar, but failure
to mail such notice shall not affect the validity of the
proceedings for redemption. Provided funds for their redemption
are on deposit at the place of payment on the redemption date,
all Bonds or portions thereof so called for redemption shall
cease to bear interest on such date, shall no longer be secured
by the Ordinance and shall not be deemed to be outstanding. If a
portion of this Bond shall be called for redemption, a new Bond
in principal amount equal to the unredeemed portion hereof will
be issued to the registered owner upon the surrender hereof.
The Bonds are issuable as fully registered bonds in
denominations of $5,000 and integral multiples thereof. Any Bond
may be exchanged for a like aggregate principal amount of Bonds
of the same maturity of other authorized denominations at the
principal office of the Bond Registrar.
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 Town shall execute, and the Bond Registrar shall
authenticate and deliver in exchange, a new Bond or Bonds having
an equal aggregate principal amount, in authorized denominations,
of the same form and maturity, bearing interest at the same rate,
and registered in names 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 Town, except that
the Bond Registrar may charge the person requesting such exchange
the amount of any tax or other governmental charge required to be
paid with respect thereto.
The Town 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 owners of the Bonds. 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, if such Bond Registrar or paying'agent, as appropriate, is
not the Town.
The Bond 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,
except that interest payments shall be made to the person shown
as the owner on the registration books on the 15th day of the
month preceding each interest payment date.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers 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:
(NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust
company.)
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.)