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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: -2- 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 -3- 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 -4- 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 -6- 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. -7- 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 -8- 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 -9- 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 il0-