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HomeMy Public PortalAbout1991_12_10_R277 The Town of Leesburg, v irginia TOWN COUNCIL RESOLUTION NO. 91-277 DATE: December 10, 1991 At a regular meeting of the Town Council of the Town of Leesburg, Virginia, held on the 10th day of December, 1991 the following persons were present or absent as shown: PRESENT: COUNCILMEMBERS: ABSENT: James E. Clem Christine M. Forester Claxton E. Lovin William F. Webb Mayor Robert E. Sevila COUNCILMEMBERS: Georgia W. Bange Donald A. Kimball On motion of Mrs. Forester, 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 Clem Aye Forester Aye Lovin Aye Webb Aye Mayor Sevila Aye The Town of Leesburg, Virginia RESOLUTION NO. A RESOLUTION: PRESENTED December 10, 1991 91-277 ADOPTED December 10, 1991 WITH RESPECTTOTHEISSUANCEANDSALEOFTHETOWNOFLEESBURG, VIRGINIA, GENERALOBLIGATIONREFLFNDING BONDS, SERIES1991 WHEREAS, the Town Council ("Council") of the Town of Leesburg, Virginia ("Town") adopted a Resolution on November 12, 1991, authorizing the issuance and sale of general obligation refunding bonds of the Town in an amount not to exceed $3,000,000 ('~Bonds") for the purpose of refunding a portion of the Town's outstanding bonds and the Town Manager has entered into a Bond Purchase Agreement with Craigie, Incorporated in accordance with such resolution. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as follows: 1. Ratification of Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement and the issuance and sale of the Bonds upon the terms set forth therein is hereby ratified and confirmed. 2. Execution of Official Statement. The Mayor of the Town is 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 with such changes as such officer may consider necessary or desirable in connection therewith and such Official Statement is hereby approved. 3. Designation of Bonds. The Town Council designates the Bonds as "qualified tax-exempt obligations" eligible for the exception from the disallowance of the deduction of interest by frnaneJal institutions allocable to the cost of carrying tax-exempt obligations in accordance with the provisions of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Town Council does not reasonably anticipate issuing more than $10,000,000 in qualified tax-exempt obligations during calendar year 1991 and the Town Council will not designate more than $10,000,000 of qualified tax-exempt obligations pursuant to such Section 265(b)(3). 4. Effective Date. This Resolution shall be effective immediately. -2- RESOLUTION - GENERAL OBLIGATION REFUNDING BONDS 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 a Resolution adopted by the Town Council at day of .9991. a reg~lsr meeting held on December 10, 1991. December PASSED this 10th Robert E. Sevila, Mayor Town of Leesburg ATTEST: Clerk of Council R:Ref-Bond CERTIFICATE AS TO LITIGATION AND OFFICIAL STATEMENT The undersigned officers of the Town of Leesburg, Virginia (the "Town"), in connection with the issuance and sale of the Town's $2,705,000 General Obligation Refunding Bonds, Series 1991, dated December 1, 1991 (the "Bonds"), certify as follows: 1. No litigation of any kind is now pending or, to our knowledge, threatened to (a) restrain or enjoin the issuance, sale or delivery of the Bonds or the levy and collection of taxes to pay the principal of and interest on the Bonds; (b) contest or challenge the due adoption of resolutions by a majority of the duly serving members of the Council at meetings duly called and held on November 12, 1991 and December 10, 1991, as provided by law, or otherwise affect, contest or challenge the validity of the Bonds or in any manner question the proceedings and authority under which the Bonds are issued; or (c) contest in any way the refunding of a portion of the Town's $4,000,000 General Obligation Public Improvement Bonds, Series 1983, dated May 1, 1983. The undersigned hereby certify that the titles of the officers signing the Bonds have not been contested and that no authority, ordinance, resolution or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded. 2. Each of the undersigned has examined the Preliminary Official.Statement, dated November 22, 1991, and the official ! Statement, dated December 4, 1991, both relating to the Bonds. The descriptions and statements in the Preliminary Official Statement and the official Statement (except in the sections entitled "Price or Yield" on the cover and in the section entitled "Pending Litigation") as of the date thereof and on the date of this Certificate were and are true and correct in all material respects, did not and do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such descriptions and statements, in light of the circumstances under which they were made, not misleading. No material adverse change has occurred in the financial condition of the Town between the date of the Official Statement and the date of delivery of the Bonds, other than as contemplated in the Official Statement. The undersigned officials did not independently verify the information indicated in the Official Statement as having been obtained from sources other than the Town and its officers, but they have no reason to believe that such information is not accurate. Dated: December 19, 1991 Mayor, ' To-wE %f~Jeesb~g, Virginia Town Manager, Town of Leesburg, Leesburg, Virginia Town of -2- GENERAL CERTIFICATE OF THE TOWN OF LEESBURG, VIRGINIA The undersigned officers of the Town of Leesburg, Virginia (the "Town") hereby certify that: 1. The Council of the Town (the "Council") on November 12, 1991, and at all times thereafter to and including the date of this Certificate, consisted of the following seven persons, each of whom is duly qualified and is serving as a member of the Council for a term of office as hereafter stated: Nam~ Current Term of Office CommeD~e~ ExDires Robert E. Sevila 'James E. Clem Georgia W. Bange Christine M. Forester Donald A. Kimball Claxton E. Lovin William F. Webb July 1, 1990 July 1, 1990 July 1, 1990 July 1, 1988 July 1, 1988 July 1, 1988 July 1, 1990 June 30, 1992 June 30, 1994 June 30, 1994 June 30, 1992 June 30, 1992 June 30, 1992 June 30, 1994 2. Robert E. Sevila is the duly elected, qualified and serving Mayor of the Town. 3. Steven C. Brown is the duly appointed, qualified and serving Town Manager. 4. George M. Martin is the duly appointed, qualified and serving Town Attorney. 5. Paul E. York is the duly appointed, qualified and serving Director of Finance of the Town. 6. Barbara A. Markland is the duly appointed, qualified and serving Clerk of the Council. 7. The $2,705,000 General Obligation Refunding Bonds, Series 1991 of the Town, dated December 1, 1991 (the "Bonds") have been duly executed by the facsimile signatures of the Mayor and the clerk of the Council in the manner required by the Bonds and the seal of the Town has been duly imprinted thereon. 8. The Bonds are issued pursuant to resolutions duly adopted by the Council on November 12, 1991 and December 10, 1991 (collectively, the "Resolutions"). No Bonds have heretofore been issued or are outstanding pursuant to the authority of the Resolutions. The Resolutions have not been repealed, revoked, rescinded or amended. 9. The representations and warranties of the Town contained in the Bond Purchase Agreement, dated as of December 4, 1991, between the Town and Craigie Incorporated, as underwriter are true and correct on the date of this Certificate. Dated: December 19, 1991 [SEAL] Town Manager, Town of Leesburg, Virginia Dire~6r of FiWnance, Town of Leesburg, Virginia -2-