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HomeMy Public PortalAbout1994_11_22_R253The Town of Leesburg, .rg ma RESOLUTION NO. A RESOLUTION: PRESENTED November 22, 1994 94-253 ADOPTED November 22~ 1994 AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BOND ANTICIPATION NOTES, SERIES 1994 WHEREAS, Town Council has determined that it is advisable to issue its $4,800,000 general obligation bonds (the "Bonds") and bond anticipation notes in anticipation of the issuance and sale of the Bonds ("Notes") to finance the cost of acquiring a site for and the construction and equipping of a police and fire station (the "Police/Fire Project") and to fund the town's contribution to the Loudoun County Governmental Center, including a portion of the costs of certain improvements necessary for the Loudoun County Governmental Center (the "County Facilities Project") (collectively the "Projects"). The town has held a public hearing on the issuance of the bonds and the notes on November 22, 1994. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as follows: 1. Authorization of Bonds and Notes and Use of Proceeds. The Town Council hereby determines that it is advisable to contract a debt and to issue and sell the bonds in the principal amount of $4,800,000 and the notes in anticipation of the issuance and sale of the bonds in the aggregate principal amount of $4,800,000. The issuance and sale of the bonds and the notes are hereby authorized. The proceeds from the issuance and sale of the notes shall be used to pay the costs of the projects. The Town Council anticipates that approximately $1,000,000 of the proceeds of the notes will be used for the Police/Fire Project and approximately $3,800,000 of the proceeds of the notes will be used for the County Facilities Project; provided, however that the Town Council may reallocate proceeds not necessary for a project to the other project. 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 bonds and the notes as the same become due and payable. The Town Council shall levy an annual ad -2- RESOLUTION - AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BOND NOTES 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 and the notes as the same shall become due for payment unless other funds are lawfully available and appropriated for the timely payment thereof. 3. Details and Sale of Notes. The notes shall be issued upon the terms established pursuant to this Resolution and upon such other terms as may be determined in the manner set forth in this Resolution. The notes shall be issued in fully registered form, shall be dated as of November 15, 1994, or such other date as the town manager may approve, shall be in the denominations of $100,000 each or whole multiples thereof and shall be numbered from N-1 upwards consecutively. The town manager and the Mayor, or either of them, is authorized and directed to enter into a Note Purchase Agreement with Scott & Stringfellow, Inc., as underwriter agent, providing for the sale of the notes. The town manager and the Mayor, or either of them, is authorized to determine and approve the final details of the notes, including, without limitation, the interest rate on the notes, the maturity date of the notes and the sale price of the notes to the purchasers thereof, provided that (i) the net interest cost of the notes shall not exceed 8.0%, (ii) the final maturity of the notes shall not exceed two years from their date and (iii) the sale price of the notes shall not be less than 97% of the aggregate principal amount thereof. The approval of the town manager or the Mayor shall be evidenced conclusively by the execution and delivery of the Note Purchase Agreement. 4. Form of Notes. The notes 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. There may be endorsed on the notes 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. RESOLUTION - -3- AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BOND NOTES 5. Book-Entry-Only Form. The notes shall be issued in book-entry-only form. The notes 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 notes, and immobilized in the custody of DTC. One fully-registered note in typewritten or printed form for the principal amount of the notes shall be registered to Cede & Co. Beneficial owners of the notes shall not receive physical delivery of the notes. Principal and interest payments on the notes shall be made to DTC or its nominee as registered owner of the notes on the applicable payment date. Transfer of ownership interest in the notes shall be made by DTC and its participants (the "Participants"), acting as nominees of the beneficial owners of the notes 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 notes 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 Notes (the "Replacement Notes") shall be issued directly to beneficial owners of the notes 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 notes; 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 notes or the town not to continue the book-entry system of transfer. RESOLUTION - -4- AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BOND NOTES 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 Council shall execute and deliver Replacement Notes 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 notes in (i) or (iii) above and has made provisions to notify the beneficial owners of the notes by mailing an appropriate notice to DTC, the appropriate officers and agents of the town shall execute and deliver Replacement Notes substantially in the form set forth in Exhibit A attached hereto to any Participants requesting such Replacement Notes. Principal of an interest on the Replacement Notes shall be payable as provided in this Resolution and in the notes and such Replacement Notes will be transferable in accordance with the provisions of Paragraph 9 and 10 of this Resolution and the notes. 6. Appointment of Note Registrar and Paying Agent. The town manager is appointed as Note Registrar and Paying Agent for the notes. The Town Council may appoint a subsequent registrar and/or one or more paying agents for the notes by subsequent Resolution and upon giving written notice to the owners of the notes specifying the name and location of the principal office of any such registrar or payment agent. 7. Execution of Notes. The Mayor and Clerk of the town are authorized and directed to execute appropriate negotiable notes and to affix the seal of the town thereto and to deliver the notes to the purchasers thereof upon payment of the purchase price. The manner of execution and affixation of the seal may be by facsimile, provided, however, that if the signatures of the Mayor and the Clerk are both by facsimile, the notes shall not be valid until signed at the foot thereof by the manual signature of the Note Registrar. RESOLUTION - -5- AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BOND NOTES 8. CUSIP Numbers. The notes shall have CUSIP identification numbers printed thereon. No such manner shall constitute a part of the contract evidenced by the note 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 numbers, 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. 9. Registration, Transfer and Exchange. Upon surrender for transfer or exchange of any note at the principal office of the Note Registrar, the town shall execute and deliver and the Note Registrar shall authenticate in the name of the transferee or transferees a new note or notes or any authorized denomination in an aggregate principal amount equal to the note surrendered and of the same form and maturity and bearing interest at the same rates the note surrendered, subject in each case to such reasonable regulations as the town and the Note Registrar may prescribe. All notes 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 Note Registrar, duly executed by the registered owner or by his or her duly authorized attorney-in-fact or legal representative. No note may be registered to bearer. New notes delivered upon any transfer or exchange shall be valid obligations of the town, evidencing the same debt as the notes surrendered, shall be secured by this Resolution and entitled to all of the security and benefits hereof to the same extent as the notes surrendered. 10. Charges for Exchange or Transfer. No charge shall be made for any exchange or transfer of notes, but the town may require payment by the registered owner of any note 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 note. RESOLUTION - -6- AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BOND NOTES 11. Non-Arbitrage Certificate and Tax Covenants. The Town Manager and such officers and agents of the town as he may designate 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 notes 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 regulating to "arbitrage bonds." The Town Council covenants on behalf of the town that the proceeds from the issuance and sale of the notes 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 notes and that the town shall comply with the other covenants and representations contained therein. 12. Disclosure Documents. The Mayor and Town Manager, or either of them, and such officers and agents of the town as either of them may designate are hereby authorized and directed to prepare, execute, if required, and deliver an appropriate offering memorandum or such other offering or disclosure documents as may be necessary to expedite the sale of the notes. The offering memorandum or other documents shall be published in such publications and distributed in such manner and at such times as the town Manager shall determine. The offering memorandum with respect to the notes is approved in the form on file with the Town Manager. 13. Further Actions. The Mayor and the Town Manager and such officers and agents of the town as either of them may designate are authorized and directed to take such further action as they deem necessary regarding the issuance and sale of the notes and all actions taken by such officers and agents in connection with the issuance and sale of the notes are ratified and confirmed. 14. Designation for Bank Qualification. The Town Council designates the notes as RESOLUTION - -7- AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BOND NOTES "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 and any of its "subordinate entities" do not reasonably anticipate issuing more than $10,000,000 in qualified tax- exempt obligations during calendar year 1994 and the town will not designate more than $10,000,000 of qualified tax-exempt obligations pursuant to such Section 265(b)(3). 15. Effective Date; Applicable Law. In accordance with Section 15.1-227.2 of the Public Finance Act of 1991, Chapter 5.1, Title 15.1, 1950 Code of Virginia as amended, the Town Council elects to issue the notes pursuant to the provisions of the Public Finance Act of 1991. This Resolution shall take effect immediately. PASSED this 22nd day of November ., 1994. ~Clem, Mayor Town of Leesburg ATTEST: Clerk of Council R:Bond. Notes