HomeMy Public PortalAbout1989_08_08_O021LeesBu£g in ~v%'rginia
ORDINANCE NO.
AN ORDINANCE
PRESENTED
~9-0-21 ADOPTED August $~ 19~9
AUTHORIZING THE ISSUANCE AND SALE OF THE TOWN OF
LEESBURG, VIRGINIA, $9,000,000 GENERAL
OBLIGATION PUBLIC IMPROVEMENT BONDS
WHEREAS, 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, the municipal government center, parks and recreation
projects, storm drainage improvements, airport improvements and
certain parking facilities ("Projects"), and it is necessary and
expedient to borrow $9,000,000 and to issue general obligation
bonds of the Town ("Bonds") to provide funds to pay the costs of
such facilities; and
WHEREAS, 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 1950 Code of Virginia, as amended:
THEREFORE, ORDAINED BY THE COUNCIL OF THE TOWN OF LEESBURG IN
VIRGINIA AS FOLLOWS~
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 $9,000,000.
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. pledqe of Full Faith an4 Credit. 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 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 Bonds as the same shall become due for
payment unless other funds are lawfully available and
appropriated for the timely payment thereof.
3. Authorization of Series 1989 Bonds. The Council hereby
determines that it is advisable to issue and sell $4,500,000 of
the Bonds to be designated General Obligation Public Improvement
Bonds, Series 1989 ("Series 1989 Bonds") on the terms and
'conditions set forth in this Ordinance. The Series 1989 Bonds
shall be issued 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):
Municipal Government Center
Parks and Recreation Projects
Storm Drainage Improvements
Airport Improvements
4. Details of Bonds.
$2,000,000
800,000
1,400,000
300,000
$4,500,000
The Series 1989 Bonds shall be issued
in fully registered form, shall be dated October 1, 1989, shall
bear interest at a rate or rates established pursuant to this
paragraph, payable semi-annually on February 1 and August 1,
beginning February 1, 1990, shall be in the denominations of
$5,000 each or whole multiples thereof and shall be numbered from
R-1 upwards consecutively. The Series 1989 Bonds shall mature
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serially on February 1 in the years and amounts as may be
established by the Town Manager and approved by subsequent
resolution of the Town Council. The Town Manager shall accept
the bid for the purchase of the Series 1989 Bonds which results
in the lowest true interest cost to the Town and the Series 1989
Bonds shall bear interest at such rate or rates established by
the Town Manager, provided that the true interest cost of the
Series 1989 Bonds shall not exceed 9%.
Further, provisions regarding the form and terms of the
Bonds, including the Series 1989 Bonds, may be set forth by
subsequent resolution of the Town Council.
5. Book-Entry-Only Form. The Series 1989 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 1989 Bonds,
and immobilized in the custody of DTC. One fully registered
Series 1989 Bond in typewritten or printed form for the principal
amount of each maturity shall be registered to Cede & Co.
Beneficial owners of the Series 1989 Bonds shall not receive
physical delivery of the Series 1989 Bonds. Principal, premium,
if any, and interest payments on the Series 1989 Bonds shall be
made to DTC or its nominee as registered owner of the Series 1989
Bonds on the applicable payment date.
Transfer of ownership interest in the Series 1989 Bonds
shall be made by DTC and its participants ("Participants"),
acting as nominees of the beneficial owners of the Series 1989
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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 1989 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
representations to DTC, which letter of representations is
approved in substantially the form submitted at this meeting of
the Town Council.
Replacement Series 1989 Bonds (the "Replacement Bonds")
shall be issued directly to beneficial owners of the Series 1989
Bonds 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 1989 Bonds; or
(ii) The Town has advised DTC of its
determination that DTC is incapable of discharging its duties; or
(iii) The Town has determined that it is in the
best interest of the beneficial owners of the Series 1989 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
Exhibit A attached hereto to the Participants. In the event the
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Town Council, in its discretion, makes the determination noted in
(ii) or (iii) above and has made provisions to notify the
beneficial owners of the Series 1989 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 Replacement Bonds. Principal
of, premium, if any, and interest on the Replacement Bonds shall
be payable as provided in paragraph 4 of this Ordinance and in
the Series 1989 Bonds and such Replacement Bonds will be
transferable in accordance with the provisions of paragraphs 11
and 12 of this Ordinance and the Series 1989 Bonds.
6. Form of Series 1989 Bonds. The Series 1989 Bonds shall
be in substantially the form attached to this Ordinance, with
such appropriate variations, omissions and insertions as may be
permitted or required by this Ordinance or subsequent resolution
of the Town Council. There may be endorsed on the Series 1989
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 1989 Bonds. The Series 1989 Bonds
maturing on or before February 1, 1999, are not subject to
redemption before maturity. Series 1989 Bonds maturing on or
after February 1, 2000, are subject to optional redemption before
maturity at the direction of the Town, in whole at any time or in
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part (in installments of $5,000) on any interest payment date at
any time on or after February 1, 1999, in such order as may be
determined by the Director of Finance to be in the best interest
of the Town (except that if at any time less than all of the
Series 1989 Bonds of any maturity are called for redemption, the
particular Series 1989 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 percentage of the
principal amount of Bonds to be redeemed) plus interest accrued
thereon to the date fixed for redemption:
Redemption Date
Redemption Price
February 1, 1999 through January 31, 2000; 102 %
February 1, 2000 through January 31, 2001; 101-1/2
February 1, 2001 through January 31, 2002; 101
February 1, 2002 through January 31, 2003; and 100-1/2
February 1, 2003 and thereafter 100
8. Execution of Series 1989 Bonds. The Mayor of the Town
and the Clerk of the Council are hereby authorized and directed
to execute appropriate negotiable Series 1989 Bonds in the
aggregate principal amount of $4,500,000, 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 1989 Bonds shall not be valid until signed at the foot
thereof by the manual signature of the Bond Registrar.
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9. CUSIP Numbers. The 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. Appointment of Bond Registrar and Paying Agent. The
Town will serve as Bond Registrar for the Series 1989 Bonds. The
Town Council may appoint a subsequent bond registrar and/or one
or more paying agents for the Series 1989 Bonds by subsequent
resolution and upon giving written notice to the holders of the
Series 1989 Bonds specifying the name and location of the
principal office of any such registrar or paying agent.
11. Registration, Transfer and Exchange. Upon surrender
for transfer or exchange of any 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 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 same rate as the Bond surrendered,
subject in each case to such reasonable regulations as the Town
and the Bond Registrar may prescribe. All Bonds presented for
transfer or exchange shall be accompanied by a written instrument
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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
Bond may be registered to bearer.
New Bonds delivered upon any transfer or exchange shall be
valid obligations of the Town, evidencing the same debt as the
Bonds surrendered, shall be secured by this Ordinance and
entitled to all of the security and benefits hereof to the same
extent as the Bonds surrendered.
12. Charqes for Exchanqe or Transfer. No charge shall be
made for any exchange or transfer of Bonds, but the Town may
require payment by the holder 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.
13. Temporary Bonds. The Town may initially issue the
Bonds in temporary, registered form. If Bonds are issued in
temporary, registered form, the Town shall promptly prepare,
execute and deliver to the registered owners Bonds in definitive
form of the same maturity and interest rate and for the same
aggregate principal amount as the temporary Bonds. Appropriate
variations, omissions and insertions may be made in the Bonds to
facilitate printing or preparation of definitive Bonds.
14. Arbitraqe 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
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expected use and investment of the proceeds of the 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 Bonds will be invested and
expended as set forth in the Town's Non-Arbitrage Certificate and
Tax Covenants, to be delivered simultaneously with the issuance
and delivery of the Bonds and that the Town shall comply with the
other covenants and representations contained therein.
The Town designates the 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 1989 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 Bonds. The official statement, notice of sale or
other disclosure documents shall be published in such
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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 Bonds in substantially
the form of the Preliminary Official Statement submitted at this
meeting with such changes as such officers may 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 Bonds and
all actions taken by such officers and agents in connection with
the issuance and sale of the Bonds are hereby ratified and
confirmed.
17. Filinq 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.
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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
Virginia, held on August 8, 1989.
PASSED this S~h day of
August
of Leesburg,
, 1989.
Robert E. Sevila, Mayor
Town of Leesburg
ATTEST:
Clerk of~ouncil
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TOWN OF LEESBURG, VIRGINIA
TOWN COUNCIL
ORDINANCE
Date: August 8, 1989
At a regular meeting of the Town Council of the Town of
Leesburg, Virginia, held on the 8th day of August, 1989 the
following persons were present or absent as shown:
PRESENT:
Robert E. Sevila, Mayor
James E. Clem
Christine M. Forester
Donald A. Kimball
Claxton E. Lovin
William F. Mulokey
John W. Tolbert, Jr.
ABSENT:
None
On motion of
John W. Tolbert, Jr.
, seconded by
William F. Mulokey,
the following Ordinance was adopted by at least a two-thirds
majority of the members of the Town Council by a roll call vote,
the ayes and nays being recorded as follows:
MEMBER VOTE
Robert E. Sevila, Mayor
James E. Clem
Christine M. Forester
Donald A. Kimball
Claxton E. Lovin
William F. Mulokey
John W. Tolbert, Jr.
Aye
Aye
Aye
Aye
Aye
Aye
Aye
EXHIBIT A
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
No. R- TOWN OF LEESBURG
GENERAL OBLIGATION PUBLIC IMPROVEMENT BOND, SERIES 1989
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
February 1 and August 1 beginning on February 1, 1990. This Bond
shall bear interest (a) from October 1, 1989, if this Bond is
authenticated before February 1, 1990 or (b) otherwise from the
February 1 or August 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 at maturity 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. All 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 Bond 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 October 1, 1989.
TOWN OF LEESBURG, VIRGINIA
By
Mayor,
Town of Leesburg, Virginia
[SEAL]
ATTEST:
Clerk, Town Council
Town of Leesburg, 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:
TOWN OF LEESBURG, VIRGINIA
By
Authorized Officer
[Form of Reverse of Bond]
This Bond is one of a series of $4,500,000 General
Obligation Public Improvement Bonds, Series 1989 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 August
8, 1989 ("Ordinance").
Bonds maturing on or before February 1, 1999 are not subject
to redemption before maturity. Bonds at the time outstanding
which are stated to mature on or after February 1, 2000 may be
redeemed before their maturities on or after February 1, 1999, 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
February 1, 1999 through January 31, 2000;
February 1, 2000 through January 31, 2001;
February 1, 2001 through January 31, 2002;
February 1, 2002 through January 31, 2003; and
February 1, 2003 and thereafter
102
101-1/2
101
100-1/2
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's Director of Finance. 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 60 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
,%'
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.)
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
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 owner 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.
VIRGINIA
IN THE CIRCUIT COURT OF THE COUNTY OF LOUDOUN, VIRGINIA
IN THE MATTER OF
$9,000,000 BORROWING OF THE TOWN OF LEESBURG, VIRGINIA
ORDER
There having been presented to the Court a certified copy of
an ordinance adopted by the Town Council of the Town of Leesburg,
Virginia ("Town") on August 8, 1989, authorizing the Town to
borrow $9,000,000 and to issue bonds therefor for the purpose of
paying the costs of various public improvements for the T°wn,
IT IS HEREBY ORDERED that the certified copy of such
ordinance, which is attached to this Order, be and the same is
hereby filed as required by Sections 15.1-199 and 15.1-212 of the
Code of Virginia of 1950, as amended.
Date
We ask for this
Judge
Georg~ M. Martin
Town Attorney
15 West Market Street
P.O. Box 88
Leesburg, Virginia 22075
Bonnie M. France
McGuire, Woods, Battle & Boothe
One James Center
Richmond, Virginia 23219
Bond Counsel