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HomeMy Public PortalAbout1991_11_12_R245 'The Town of Leesburg, Virginia RESOLUTION NO. A RESOLUTION: PRESENTED November 12, 1991 91-245 ADOPTED November 12, 1991 AUTHORIZING THEISSUANCEAND SALE OF THETOWNOFLEESBURG, VIRGINIA, GENERALOBLIGATIONREFUNDING BONDS, SERIES 1991 WHEREAS, the Town of Leesburg, Virginia ("Town") has issued its $4,000,000 General Obligation Public Improvement Bonds, Series 1983 ("1983 Bonds") and the Town Council intends to issue general obligation bonds of the Town to refund all or a portion of the 1983 Bonds: THEREFORE RESOLVED by the Council of the Town of Leesburg in Virginia as follows: 1. Authorization of Bonds and Use of Proceeds. The Town Council hereby determines that it is advisable to contract a debt and to issue and sell the Town's general obligation refunding bonds ("Bonds") in an amount not to exceed $3,000,000. The issuance and sale of the Bonds is hereby authorized. The proceeds from the issuance and sale of the Bonds shall be used to amortize the principal of and premi-m; if any, and interest on the 1983 Bonds and to pay certain costs of issuing the Bonds. In accordance with Section 15.1-227.65 of the 1950 Code of Virginia, as amended, ('Virginia Code") the Council elects to issue the Bonds pursuant to the provisions of the Public Finance Act of 1991. 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 premi-m; if any, and interest on the Bonds as the same become due and payable. The Town 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 v.~me shall become due for payment unless other funds are lawfully available and appropriated for the timely payment thereof. 3. Redemption and Payment of 1983 Bonds; Escrow Agreement. The Town Manager is authorized and directed to execute and deliver an Escrow Agreement between the Town and an Escrow Agent to be selected by the Town Manager providing for the irrevocable deposit of proceeds of the Bonds sufficient, when invested as set forth in the Escrow Agreement, to provide for payment of principal of and -2- RESOLUTION - GENERAL OBLIGATION REFUNDING BONDS premi,~m~ if any, and interest on the 1983 Bonds to be refunded. The Town Manager is authorized and directed to irrevocably call for redemption all or a portion of the 1983 Bonds of such maturities and in such amounts as the Town Manager may determine and to provide for notice of such redemption to be sent to the registered owners of such 1983 Bonds. 4. Sale of Bonds. The Town Council authorizes the sale of the Bonds in the aggregate principal amount not to exceed $3,000,000 to Craigie Inc., as underwriter ("Underwriter"). The Town Manager and the Mayor, or either of them, are authorized and directed to execute and deliver a Bond Purchase Agreement with the Underwriter, providing for the sale and delivery of the Bonds upon terms and conditions to be approved by such officers, provided that (i) the true interest cost of the bonds shall not exceed 6.8%; (ii) the final maturity of the Bonds shall not be later than the final maturity of the 1983 Bonds; and (iii) the sale price of the Bonds to be Underwriter shall not be less than 97% of the aggregate principal amount thereof. The approval of such officers shall be evidenced conclusively by the execution and delivery of the Bond Purchase Agreement. 5. Details of Bonds. The Bonds shall be issued upon the terms established pursuant to this resolution and the Bond Purchase Agreement or such other terms as may be set forth by subsequent resolution of the Town Council. The Bonds shall be issued in fully registered form, shall be dated December 1, 1991, shall mature serially in the years and amounts set forth in the Bond Purchase Agreement, shall bear interest payable seml-ann,,ally at the rates set forth in the Bond Purchase Agreement, shall be in the denominations of $5,000 each or whole multiples thereof and shall be numbered from R-1 upwards consecutively. The Bonds shall be subject to early redemption on the terms set forth in the Bond Purchase Agreement. 6. Form of Bonds. The Bonds shall be in substantially the form attached to this Resolution as Exhibit A, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution or subsequent resolution of the Town Council. There may be endorsed on the Bonds such -3- RESOLUTION - GENERAL OBLIGATION REFUNDING BONDS 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. Appointment of Bond Registrar and Paying Agent. The Director of Finance for the Town is appointed as Bond Registrar and Paying Agent for the Bonds. The Town Council may appoint a subsequent registrar and/or one or more paying agents for the Bonds by subsequent resolution and upon giving written notice to the owners of the Bonds specifying the ~me and location of the principal office of any such registrar or paying agent. 8. Book-Entry-Only Form. The 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 Bonds, and immobilized in the custody of DTC. One fully registered Bond in typewritten or printed form for the principal amount of each m~turity shall be registered to Cede & Co. Beneficial owners of Bonds shall not receive physical delivery of the Bonds. Principal, premium; if any, and interest payments on the Bonds shall be made to DTC or its nominee as registered owner of the Bonds on the applicable payment date. Transfer of ownership interest in the Bonds shall be made by DTC and its participants ("Participants"), acting as nominees of the beneficial owners of the 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 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. Replacement Bonds (the "Replacement Bonds") shall be issued directly to beneficial owners of 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 Bonds; or (ii) The Town has advised DTC of its determination that DTC is incapable of discharging its duties; or -4- RESOLUTION - GENERAL OBLIGATION REFUNDING BONDS (iii) The Town has determined that it is in the best interest of the beneficial owners of the 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 q,,Alit~ed securities depository. If the Town fails to locate another qlmli~ed 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, mslres the determination noted in (ii) or (iii) above and has made provisions to notify the beneficial owners of the bonds by mAilirlg 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 interest on the Replacement Bonds shall be payable as provided in the Bonds and such Replacement Bonds will be transferable in accordance with the provisions of paragraphs 11 and 12 of this Resolution and the Bonds. 9. Execution of Bonds. The Mayor and Clerk of the Town Council are hereby authorized and directed to execute appropriate negotiable Bonds and to affLx the seal of the Town thereto. The m~nr~er of execution and affmation of the seal may be by facsimile, provided, however, that if the signatures of the Mayor and Clerk are both by facsimile, the Bonds shall not be valid until signed at the foot thereof by the manual signature of the Bond Registrar. 10. 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 of its officers or agents by reason of such numbers or any use made of such w~mbers, including any use by the Town and any officer or agent of the Town, by reason of any inaccuracy, error or omission with respect to such numbers. 11. Registration, Transfer and Exchange. Upon surrender for transfer or exchange of any Bond at the principal 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 -5- RESOLUTION - GENERAL OBLIGATION REFUNDING BONDS 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 shah 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 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 resolution and entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. 12. Charges for Exchange or Transfer. No charge shall be made for any exchange or transfer of Bonds, but the Town may require payment by the registered owner 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. Non-arbitrage Certificate 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 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 Town 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. 14. Disclosure Documents. The Town Manager, and such officers and agents of the Town as he rosy designate, are hereby authorized and directed to prepare, execute and deliver, as appropriate, a -6- RESOLUTION - GENERAL OBLIGATION REFUNDING BONDS preliminary official statement, an official statement and such other disclosure documents as nmy be necessary to expedite the sale of the Bonds. The preliminary official statement, the official statement or other disclosure documents shall be published in such publications and distributed in such manner and at such times as the Town Manager, or such officers or agents of the Town as he m,y designate, shall determine. 15. State Council on Local Debt. The Bonds shall not be issued until such issuance has been approved by the State Council on Local Debt and the Town Manager, and such officers and agents of the Town as he may designate, are authorized and directed to take such action as may be required to apply for State Council on Local Debt approval. 16. Further Actions. The Town Manager and such officers and agents of the Town as he may designate, 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 confn-med. 17. Effective Date. This resolution shall take effect immediately. The undersigned Clerk of Council of the Town of Leesburg, Virginia, certifies that the foregoing constitutes a true, complete and correct copy of a Resolution adopted at a reg~,l,r meeting of the Town Council of the Town of Leesburg, Virgini~ held on November 12, 1991. PASSED this 12th day of November ~991. Robert E. - '- Ma);or Town of Leesburg ATTEST: R:Refund-Bond NO. R- EXHIBIT A UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA TOWN OF LEESBURG GENERAL OBLIGATION REFUNDING BOND, SERIES 1991 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 i and 1 beginning on 1, 1992. This Bond shall bear interest (a) from December 1, 1991, if this Bond is authenticated before 1, 1992 or (b) otherwise from the 1 or 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 upon presentation and surrender hereof at the office of the Treasurer of the Town, as Bond Registrar and Paying Agent ("Bond Registrar"). Interest on this Bond is payable by wire transfer to any registered owner of $1,000,000 or more in principal amount of Bonds or by check or draft mailed to the registered owner hereof at its address as it appears on the registration books maintained by the Bond Registrar without presentation of this Bond. 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 providing funds to refund a portion of the Town's $4,000,000 General Obligation Public Improvement Bonds, Series 1983. 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. This Bond is one of a series of $ General Obligation Refunding Bonds, Series 1991 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 of 1991, Chapter 5.1 of Title 15.1 of the Code of Virginia of 1950, as amended and a resolution adopted by the Town Council on November 12, 1991 ("Resolution"). Bonds maturing on or before 1, 19 are not subject to redemption before maturity. Bonds at the time outstanding which are stated to mature on or after 1, 19 may be redeemed before their maturities on or after 1, 19 , at the option of the Town in whole or in part (in installments of $5,000) at any time or from time to time during the following redemption periods upon payment of the following redemption prices (expressed as a percentage of the principal amount to be redeemed) together with the interest accrued thereon to the date fixed for redemption: Redemption Period (both dates inclusive) RedemDtion Price If less than all of the Bonds are called for redemption, the maturities of the Bonds to be redeemed shall be selected by the Director of Finance of the Town in such officer's discretion. 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 by serial or CUSIP numbers, and in the case of partial redemption, identifying the principal amount to be redeemed, and identifying the redemption date and price and the place where Bonds are to be surrendered for payment, by first class mail not less than 30 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 -2- cease to bear interest on such date, shall no longer be secured by the Resolutions 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 of this Bond. 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 principal 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. 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. 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. -3- IN WITNESS WHEREOF, the Town Council of the Town of Leesburg, Virginia, has caused this Bond to be signed by the facsimile signature of its Mayor, a facsimile of its seal to be affixed and attested by the facsimile signature of its Clerk and this Bond to be dated December 1, 1991. TOWN OF LEESBURG, VIRGINIA By Mayor, / Town of LeesbUrg, Virginia [SEAL] ATTEST: Clerk, Town'Council Town of Leesburg, Virginia --4-- 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.) -5- C~TIFICATE OF AUTHENTICATIQN 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 Resolution. Authentication Date: By. Treasurer, Town of Leesburg, Virginia w, \,.-.z~\~zzao07. Rs2 -6- TOWN OF LEESBURG, VIRGINIA TOWN COUNCIL RESOLUTION 91-245 Date: November 12, 1991 At a regular meeting of the Town Council of the Town of Leesburg, Virginia, held on the 12th day of November, 1991 the following persons were present or absent as shown: PRESENT: Councilmembers: Georgia W. Bange James E. Clem Christine M. Forester Donald A. Kimball Claxton E. Lovin William F. Webb Mayor Robert E. Sevila ABSENT: None On motion of Councilman Clem , the following Resolution was adopted by a majority of the members of the Town Council by a roll call vote, the ayes and nays being recorded as follows: MEMBER VOTE Bange Aye Clem Aye Forester Aye Kimball Aye Lovin Aye Webb Aye Sevila Aye