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HomeMy Public PortalAbout1990_07_11_R182eesourg in c-Virginia RESOLUTION NO. A RESOLUTION: PRESENTED Julv 11, 1990 90-182 ADOPTED July 11, 1990 PROVIDING FOR THE SAT,P, OF THE TOWN OF LEESBURG, VIRGINIA, $4,500,000 GENERAL OBLIGATION PUBLIC IMPROVEMENT BONDS, SERIES 1990 WHEREAS, the Town Council ("Council") of the Town of Leesburg, Virginia ("Town") by Ordinance adopted August 8, 1989, ("Ordinance") authorized the issuance and sale of its general obligation bonds in the maximum amount of $9,000,000 of which $4,500,000 has been issued and the Coundl proposes to issue the remaining $4,500,000 bonds authorized pursuant to the Ordinance: THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginin as follows: 1. Authorization of Series 1990 Bonds. The Council hereby determines that it is advisable to issue and sell its $4,500,000 general obligation bonds to bo designated General Obligation Public Improvement Bonds, Series 1990 ("Series 1990 Bonds") pursuant to this Resolution and the Ordinance. The Series 1990 Bonds shall be issued to pay the costs of certain public parking fadlities and storm drainage improvements or to the extent not needed for such purpose, to pay the costs of other projects as set forth in the Ordinance. 2. Details of Bonds. The Series 1990 Bonds shall be issued in fully registered form, slmll be dated August 1, 1990, shall boar interest at the rate or rates established pursuant to this paragraph, payable semi-annually on August 1 and February 1, beghwing February 1, 1991, shall be in the denomlnstions of $5,000 each or whole multiples thereof and shall be numbered from R-1 upwards consecutively. The Series 1990 Bonds shall mature serially on August 1 in the years 1991 through 2010 and in such 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 1990 Bonds which results in the lowest true interest cost to the town and the Series 1990 Bonds shall bear interest at such rate or rates established by the town manager, provided that the true interest cost of the Series 1990 Bonds shall not exceed 9%. -2- RF_~OLUTION- SAT.F. OF $4,500,000 GENERAL OBLIGATION BONDS 3. Book-Entry Only Form. The Series 1990 Bends shall be issued in fully registered form and registered in the lname of Cede & Co., aa nominee of The Depository Trust Company, New York, New York ("DTC") aa registered owner of the Series 1990 Bonds, and immobilized in the custody of DTC. One fully registered Series 1990 Bend in typewritten or printed form for the principal amount of each maturity shall be registered to Cede & Co. Beneficial owners of the Series 1990 Bends shall not receive physical delivery of the Series 1990 Bends. Principal, premiering, if any, and interest payments on the Series 1990 Bends shall be made to DTC or its nominee aa registered owner of the Series 1990 Bends on the applicable payment date. Transfer of ownership interests in the Series 1990 Bends shall be made by DTC and its participants CParticipants"), acting as nominees of the beneficial owners of the Series 1990 Bends, 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, the Ordinance or the Series 1990 Bends not less titan fifteen (15) calendar days prior to the date upon which such notice is required to be giverL 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 1990 Bonds (the "Replacement Bends") sb~ll be issued directly to beneficial owners of the Series 1990 Bonds rather than to DTC, or its nominee, but only in the event tlmt: (i) DTC determines not to continue to act aa securities depository for the Series 1990 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 1990 Bends 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 q~mli6ed securities depository. If the town fail~ to locate another q~mlified securities depository to replace -3- RESOLUTION - S.AT,E OF $4,500,000 GENERAL OBLIGATION BONDS 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, nmkes the determluation noted in (ii) or (',ii) above and has made provisions to notify the benefic/al owners of the Series 1990 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, prenfi,,m; if any, and interest on the Replacement Bonds shall be payable as provided in Paragraph 2 of this Resolution and in the Series 1990 Bonds and such Replacement Bonds will be transferable in accoraance with the provisions of Paragraphs 11 and 12 of the Ordinance and the Series 1990 Bonds. 4. Form of Series 1990 Bonds. The Series 1990 Bonds shall be in substantially the form attached to this Resolution, with such appropriate variations, omissions and insertions as may be permitted or required by the Ordlnauce, this Resolution or subsequent Resolution of the Town Council There may be endorsed on the Series 1990 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 ,,sage or requirement of law with respect thereto. 5. Redemption of Series 1990 Bonds. The Series 1990 Bonds maturing on or before August 1, 1999, are not subject to redemption before maturity. Series 1990 Bonds maturing on or after August 1, 2000, 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 at any time on or after August 1, 1999, in such order as may be determiued 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 1990 Bonds of any maturity are called for redemption, the partic,,la~ Series 1990 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 -4- EESOLUTION - S~T,E OF $4,500,000 GENERAL OBLIGATION BONDS principal amount of Bonds to be redeemed) pins interest accrued thereon to the date fixed for redemptio~ Redemption Date Redemption Price August 1, 1999 through July 31, 2000; 102% August 1, 2000 through July 31, 2001; 101-1/2 August 1, 2001 through July 31, 2002; 101 August 1, 2002 through July 31, 2003; and 100-1/2 August 1, 2003 and thereafter 100 hereby 6. Execution of Series 1990 Bonds. The Mayor of the town and the Clerk of the Council are authorized and directed to execute appropriate negotiable Series 1990 Bonds in the aggregate prindpal amount of $4,500,000 and to affLx the seal of the town thereto. The manner of execution and atTmation of the seal may be by facsimile, provided, however, that if the signatures of the Mayor and Clerk are both by facsimile, the Series 1990 Bonds shall not bo valid until signed at the foot thereof by the m~nl~tl signature of the Bond Registrar. 7. Appointment of Bond Registrar and Paying Agent. The town will serve as Bond Registrar for the Series 1990 BOnds. The Town Council may appoint a subsequent bond registrar and/or one or more paying agents for the Series 1990 Bonds by subsequent Resolution and upon giving written notice to the holders of the Series 1990 Bonds specifying the name and location of the principal office of any such registrar or paying agent. 8. 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 nse and investment of the proceeds of the Series 1990 Bonds and contslning such covenants as may be necessary in order to comply with the provisions of the Internal Revenue Code of 1986, as amended ("Cede"), 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 -5- RESOLUTION - SALP, OF $4,500,000 GENERAL OBLIGATION BONDS and sale of the Series 1990 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 Series 1990 Bonds and that the town shall comply with the other covenants and representations contained thereh~ The town designates the Series 1990 Bonds as "q, mliqed tax exempt obligations" eligible for the exception from the disallowance of the deduction of interest by finanela_! institutions allo~hle 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 qnalified tax exempt obligations during calendar year 1990 and the town will not designate more than $10,000,000 of q,,slified tax exempt obligations pursuant to such Section 265(b)(3). 9. 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 doo~ments as may be necessary to expedite the sale of the Series 1990 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 1990 Bonds in substantially the form of the PrelimlnA~y Official Statement submitted at this meeting with such changes as such officers may consider necessary or desirable and such Official Statement is hereby approved. 10. Further Actions. The officers and agents of the town are authorized and directed to take such further action as they deem nece~_~y regarding the issuance and sale of the Series 1990 Bonds and all actions taken by such officers and agents in connection with the issuance and sale of the Series 1990 Bonds are hereby ratified and contlnned. RESOLUTION - SALE OF $4,500,000 GENERAL OBLIGATION BONDS 11. F'ding 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 County of Loudou~ ~r~rginia pursuant to Sections 15.1-199 and 15.1-212 of the 1950 Code of V~r~ni~. as amended. 12. 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 reg~d~r meeting of the Town Council of the Town of Leesburg, Virginia, held on July 11, 1990. PASSED this llth day of July ~990. Robert E. Sevila, Mayor Town of Leesburg A~rEST: Clerk of C~il R:Bond-Res 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 and Resolution. Authentication Date: TOWN OF LEESBURG, VIRGINIA By Authorized Officer 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.) TOWN OF LEESBURG, VIRGINIA TOWN COUNCIL RESOLUTION Date: July 11, 1990 At a regular meeting of the Town Council of the Town of Leesburg, Virginia, held on the llth day of July, 1990 the following persons were present or absent as shown: PRESENT: Georgia W. Bange Christine M. Forester Donald A. Kimball Claxton E. Lovin William F. Webb, Jr. Robert E. Sevila ABSENT: James E. Clem On motion of Claxton E. Lovin · seconded by Georgia W. Bange 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 Georgia W. Bange Christine ~I. Forester Donald A. Kimball Claxton E. Lovin William F. Webb, Jr. Robert E. Sevila 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 1990 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 August 1 and February 1 beginning on February 1, 1991. This Bond shall bear interest (a) from August 1, 1990, if this Bond is authenticated before February 1, 1991 or (b) otherwise from the August 1 or February 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 is one of a series of $4,500,000 General Obligation Public Improvement Bonds, Series 1990 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 ("Ordinance") and a resolution ("Resolution") adopted by the Town Council on August 8, 1989 and July 11, 1990, respectively. Bonds maturing on or before August 1, 1999 are not subject to redemption before maturity. Bonds at the time outstanding which are stated to mature on or after August 1, 2000 may be redeemed before their maturities on or after August 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 August 1, 1999 through July 31, 2000; August 1, 2000 through July 31, 2001; August 1, 2001 through July 31, 2002; August 1, 2002 through July 31, 2003; and August 1, 2003 and thereafter 102 % 101-1/2 101 100-112 100 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 -2- by the Ordinance and the Resolution 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. This Bond shall not be valid or obligatory for any purpose unless and until authenticated at the foot hereof by the Bond Registrar. 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 -3- 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 August 1, 1990. TOWN OF LEESBURG, VIRGINIA By Mayor, Town of Leesburg, Virginia [SEAL] ATTEST: Clerk, Town Council Town of Leesburg, Virginia -4-