HomeMy Public PortalAbout1988_05_11_R093TOWN OF LEESBURG RESOLUTION
TOWN COUNCIL
Date: May 11, 1988
At a regular meeting of the Town Council of the Town of
Leesburg, Virginia, held on the llth day of May, 1988 the
following persons were present or absent as shown:
PRESENT:
James E. Clem
Afl Curry
Hunter M. Leach
3ohn W. Tolbert, Jr.
Charles J. Williams
ABSENT:
Robert E. Sevila, Mayor
Brian T. Kelley
On motion of Mr. Tolbert , seconded by Mr. Clem
the following Resolution 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
James E. Clem
Arl Curry
Hunter M. Leach
John W. Tolbert, Jr.
Charles J. Williams
Aye
Aye
Aye
Aye
Aye
eesl~urg in ~rirginia
RESOLUTION NO.
A RESOLUTION:
PRESENTED May 11, 1988
88-93 ADOPTED ~y ]]: ]q$~
SETTING FORTH THE FORM AND DETAILS OFTHE TOWN OF LEESBURG
$5,000,000 GENERAL OBLIGATION PUBLIC LMPROVEMENT BONDS, SERIES
1988
WHEREAS, the Town Council ("Council") of the Town of
Leesburg, Virginia ("Town") determined that it was necessary to
acquire, construct, equip and improve various public
improvements, including a municipal government center and parking
complex, and an aquatic center and gymnasium ("Projects"), and
that it was 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; 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 Code of Virginia of 1950, as amended;
and
WHEREAS, the Council adopted an Ordinance on October 14,
1987, authorizing the issuance and sale of the Bonds, to be
issued in one or more series from time to time, and the Town has
issued $5,000,000'of the Bonds:
NOW, THEREFORE, BE IT RESOLVED, BY THE TOWN COUNCIL OF THE
TOWN OF LEESBURG:
1. Issuance of Series 1988 Bonds and Use of Proceeds. 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 1988 ("Series 1988 Bonds") on
the terms and conditions set forth in this Resolution. The
Series 1988 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
Municipal Government
Center/Parking Complex
Total
$1,603,000
3,397,000
$5,000,000
2. Pledge of Full Faith and 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 Series
1988 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 t988 Bonds as the
same shall become due for payment unless other funds are lawfully
available and appropriated for the timely payment thereof.
3. Details of Series 1988 Bonds. The Series 1988 Bonds
shall be issued in fully registered form, shall be dated June 1,
1988, shall bear interest at a rate or rates to be established by
subsequent resolution of the Council, payable semi-annually on
June 1 and December 1, beginning December 1, 1988, shal~ be in
the denominations of $5,000 each or whole multiples thereof and
shall be numbered from R-1 upwards consecutively. The Series
1988 Bonds shall mature serially on June 1 in the years and
amounts as follows:
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Year Amount Year Amount
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
1998 $250,000 2008 $250,000
4. Book-Entry-Only Form. The Series 1988 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 1988 Bonds,
and immobilized in the custody of DTC. One fully registered
Series 1988 Bond in typewritten or printed form for the principal
amount of each maturity shall be registered to Cede & Co.
Beneficial owners of Series 1988 Bonds shall not receive physical
delivery of Series 1988 Bonds. Principal, premium, if any, and
interest payments on the Series 1988 Bonds shall be made to DTC
or its nominee as registered owner of the Series 1988 Bonds on
the applicable payment date.
Transfer of ownership interests in the Series 1988 Bonds
shall be made by DTC and its participants ("Participants"),
acting as nominees of the beneficial owners of the Series 1988
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 Resolution or the Series 1988 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 1988 Bonds (the "Replacement Bonds")
shall be issued directly to beneficial owners of Series ].988
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 1988 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 1988 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 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 1988 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 3 of this Resolution and in the Series 1988 Bonds and
such Replacement Bonds will be transferable in accordance with
the provisions of paragraphs 10 and 11 of this Resolution. and the
Series 1988 Bonds.
5. Form of Series 1988 Bonds. The Series 1988 Bonds shall
be in substantially the form attached to this Resolution, with
such appropriate variations, omissions and insertions as
permitted or required by this Resolution or subsequent resolution
of the Town Council. There may be endorsed on the Series 1988
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.
6. Redemption of Series 1988 Bonds. The Series 1988 Bonds
maturing on or before June 1, 1996, are not subject to redemption
before maturity. Series 1988 Bonds maturing on or after June 1,
1997, 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
June 1, 1996, in such order as may be determined by the Director
of Finance, to be in the best interests of the Town (except that
if at any time less than all of the Series 1988 Bonds of'any
maturity are called for redemption, the particular Series 1988
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
Series 1988 Bonds to be redeemed) plus interest accrued thereon
to the date fixed for redemption:
Redemption Date Redemption Price
June 1, 1996, through May 31, 1997, inclusive 102~
June 1, 1997, through May 31, 1998, inclusive 101 1/2
June 1, 1998, through May 31, 1999, inclusive 101
June 1, 1999, through May 31, 2000, inclusive 100 1/2
June 1, 2000, and thereafter 100
7. Execution of Series 1988 Bonds. The Mayor of the Town
and the Clerk of the Council are hereby authorized and directed
to execute appropriate negotiable Series 1988 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 1988 Bonds shall not be valid until signed at the foot
thereof by the manual signature of the Bond Registrar.
8. CUSIP Numbers. The Series 1988 Bond's 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.
9. Appointment 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 1988 Bonds by subsequent resolution and upon giving
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written notice to the holders of the Series 1988 Bonds specifying
the name and location of the principal office of any such b~nd
registrar or paying agent.
10. Registration, Transfer and Exchange. Upon surrender for
transfer or exchange of any Series 1988 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 1988 Bond
or Series 1988 Bonds of any authorized denomination in an
aggregate principal amount equal to the Series 1988 Bond
surrendered and of the some form and maturity and bearing
interest at the same rate as the Series 1988 Bond surrendered,
subject in each case to such reasonable regulations as the Town
and the Bond Registrar may prescribe. All Series 1988 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 1988 Bond may be registered to bearer.
New Series 1988 Bonds delivered upon any transfer or
exchange shall be valid obligations of the Town, evidencing the
same debt as the Series 1988 Bonds surrendered, shall b~ secured
by this Resolution and entitled to all of the security and
benefits hereof to the same extent as the Series 1988 Bonds
surrendered.
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11. Charges for Exchanqe or Transfer. No charge shall be
made for any exchange or transfer of Series 1988 Bonds, but ~he
Town may require payment by the holder of any Series 198Si 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 1988 Bond.
12. Temporary Bonds. The Town may initially issue the
Series 1988 Bonds in temporary, registered form. If Series 1988
Bonds are issued in temporary form, the Town shall promptly
prepare, execute and deliver to such registered owner~Series 1988
Bonds in definitive form of the same maturity and interest rate
and for the same aggregate principal amount as the temporary
Series 1988 Bonds. Appropriate variations, omissions and.
insertions may be made in the Series 1988 Bonds to facilitate
printing or preparation of definitive Bonds.
13. 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
expected use and investment of the proceeds of the Series 1988
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 1988 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 1988 Bonds and that
the Town shall comply with the other covenants and
representations contained therein.
The Town designates the Series 1988 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 1988 and the Town will not designate more
than $10,000,000 of qualified tax-exempt obligations pursuant to
such Section 265(b)(3).
14. Disclosure Documents. The officers and agents of the
Town are hereby authorized and directed to prepare, execute,
publish 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 1988 Bonds and all such actions
previously taken are ratified. 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 1988 Bonds in substantially the form of the
Preliminary Official Statement submitted at this meetin~ with
such changes as such officers may consider necessary or desirable
and such official statement is hereby approved.
15. Further Actions. The officers and agents of the Town
are authorized and directed to take such further action as they
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deem necessary regarding the issuance and sale of the Series 1988
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.
16. Filinq of Resolution. The appropriate officers or
agents of the Town are authorized and directed to file a
certified copy of this Resolution with the Circuit Court of the
Town of Leesburg, Virginia pursuant to Sections 15.1-199 and
15.1-212 of the Code of Virginia of 1950, as amended.
17. Effective Date. This Resolution 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 Resolution adopted at a
regular meeting of the Town Council of the Town of Leesburg,
Virginia, held on May 11, 1988.
Dated: May 11, 1988.
[SEAL]
7
Clerk, T~n Council
Town of ~eesburg, Virginia
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