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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 -2- 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 -3- 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 -4- 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 -5- 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. -6- 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 -7- 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 -8- 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 -9- 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. -10- 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 -11- 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