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HomeMy Public PortalAbout1997_10_03_R232 The Town of Leesburg, Virginia PRESENTED October 3. 1997 RESOLUTION NO. 97-232 ADOPTED October 3. 1997 A RESOLUTION: OF THE TOWN COUNCIL OF THE TOWN OF LEESBURG, VIRGINIA AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS OR NOTES IN THE MAXIMUM AMOUNT OF $1,000,000 WHEREAS, the Town Council of the Town of Leesburg, Virginia (the "Town Council") has determined that it is advisable to authorize the issuance of general obligation bonds of the Town of Leesburg, Virginia (the "Town") in the estimated maximum amount of $1,000,000 to pay the costs of acquiring, constructing and equipping certain airport improvements for the Town (the "Project") and to issue and sell a general obligation note in anticipation of the issuance of such bonds (the "Note") of the Town in the maximum amount of $1,000,000. The Town has held a public hearing on the issuance of the Note on September 23, 1997. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as · follows: SECTION I. Authorization of Note and Use of Proceeds. The Town Council hereby determines that it is advisable to contract a debt and to issue and sell general obligation bonds in the maximum principal amount of $1,000,000 and the Note in anticipation thereof. The issuance and sale of such bonds and the Note are hereby authorized. The proceeds from the issuance and sale of the Note shall be used to pay the costs of the acquisition, construction and equipping of the Project. SECTION II. 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 and interest on the Note as the same become due and payable. The Town Council shall levy an annual ad velorem -2- RESOLUTION: ISSUANCE OF GENERAL OBLIGATION BONDS tax upon all property in the Town, subject to local taxation, sufficient to pay the principal of and interest on the Note as the same shall become due for payment unless other funds are lawfully available and appropriated for the timely payment thereof. SECTION III. Details and Sale of Note. The Note 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 Note shall be issued in fully registered form and shall be dated such date as the Town Manager may approve. The Note shall be issued in such principal amount as may be determined by the Town Manager provided such amount does not exceed $1,000,000. The Note shall be issued upon the terms and conditions set forth in the commitment letter from Crestar Bank and such commitment letter is hereby accepted. The Note shall bear interest at a variable rate equal to 70% of 30 day LIBOR plus 1.06% and the Note shall mature not more than three years from its date. The Note shall be issued upon such other terms as may be approved by the Town Manager. SECTION IV. Form of Note. The Note shall be issued as a single registered note in substantially the form attached to this Resolution as Exhibit A, with such appropriate variations, omissions and insertions as permitted or required by this Resolution or approved by the Town Manager. SECTION V. Execution of Note. The Mayor and the Clerk of the Town are authorized and directed to execute the Note and to sfiqx the seal of the Town thereto and to deliver the Note to the purchaser thereof. SECTION VI. Registration. Transfer and Exchange. Upon surrender for transfer or exchange of the Note at the principal office of the Town Manager, as Registrar, the Town shall execute and deliver in the name of the transferee a new Note in an aggregate principal amount equal to the Note surrendered and of the same form as the Note surrendered, subject in each case to such reasonable regulations as the Town and Registrar may -3- RESOLUTION: ISSUANCE OF GENERAL OBLIGATION BONDS prescribe. Any Note 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 Registrar , duly executed by the registered owner or by his or her duly authorized attorney-in-fact or legal representative. The Note may not be registered to bearer. A new Note delivered upon any transfer or exchange shall be the valid obligation of the Town, evidencing the same debt as the Note surrendered, shall be secured by this Resolution and entitled to all of the security and benefits hereof to the same extent as the Note surrendered. SECTION VII. Non-Arbitrage Certificate and Tax Convenants. 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 Note and containing such covenants as may be necessary in order to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "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 Note will be invested and expended as set forth in the Town's Non-Abitrage Certificate and Tax Covenants, to be delivered simultaneously with the issuance and delivery of the Note and that the Town Council shall comply with the other covenants and representations contained therein. SECTION VIII. 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 Note and all actions taken by -4- RESOLUTION: ISSUANCE OF GENERAL OBLIGATION BONDS such officers and agents in connection with the issuance and sale of the Note are ratified and confirmed. SECTION IX. Effective Date~ Applicable Law. In accordance with Section 15.1- 277.2 of the Code of Virginia of 1950, as amended, the Town Council elects to issue the Note pursuant to the provisions of the Public Finance Act of 1991. This Resolution shall take effect immediately. SECTION X. The Airport Commission is asked to maintain rental rates current with the T-hangar market. PASSED this 3rd day of October, 1997. ATTEST: Clerk of Council oweS E. Clem, Mayor n of Leesburg R:bonds Cmrtificmtm 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 held on ~cp~cr~r 1997 ...... ~- 1997 Dated: ~=~ ...... 23, Clerk, Town Council, Town of Leesburg, Virginia -5- Exhibit A No. N-1 UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA TOWN OF LEESBURG GENERAL OBLIGATION NOTE, SERIES 1997 TOWN OF LEESBURG, VIRGINIA ("Town"), for value received, acknowledges itself indebted and promises to pay to as the registered owner of this Note or legal representative, the principal amount of Dollars ($ ) and to pay interest on this Note at the annual rate of %. Principal of and interest on this Note shall be paid in the amounts and on the dates set forth on Schedule I attached to this Note. Both principal of and interest on this Note are payable in lawful money of the United States of America. The principal of and interest on this Note are payable by check or draft mailed to the registered owner hereof without presentation and surrender except for the final payment of principal and interest which shall be payable upon presentation and surrender hereof at the office of the Town Manager, as Registrar ("Registrar"). This Note has been duly authorized by the Town Council and is issued for the purpose of providing funds to pay the costs of the acquisition, construction and equipping of certain airport 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 Note in accordance with its terms. This Note is 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 September 23, 1997 ("Resolution"). [This Note may be redeemed without penalty or premium before its maturity upon 15 days notice to the registered owner.] This Note 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 Registrar. Such transfer shall be made in the registration books kept by the Registrar upon presentation and surrender hereof and the Town shall execute, and the Registrar shall authenticate and deliver in exchange, a new Note having an equal aggregate principal amount of the same form and maturity, bearing interest at the same rate, and registered in the name 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 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 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. 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 Note have happened, exist or been performed in due time, form and manner as so required and that the indebtedness evidenced by this Note is within every debt and other limit prescribed by the Constitution and statutes of the Commonwealth of Virginia. IN WITNESS WHEREOF, the Town Council of the Town of Leesburg, Virginia, has caused this Note to be signed by the signature of the Mayor, its seal to be affixed and attested by the signature of its Clerk and this Note to be dated , 1997. TOWN OF LEESBURG, VIRGINIA [SEAL] ATTE S T: Clerk -2- 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 Note and does hereby irrevocably constitute and appoint , attorney, to transfer said Note on the books kept for registration of said Note, 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 Note in every particular, without alteration or change.) W: ~LEEBG~AIRPORT~LEEBG14. RS 1 -3- LEESBURG, VIRGINIA COUNCIL Date: September 23, 1997 At a regular meeting of the Town Council of the Town of Leesburg, Virginia, held on the 3rd day of October following persons were present or absent as shown: PRESENT: ABSENT: 3. Frank Buttery, Jr. Jewell M. Emswiller Joseph R. Trocino Kristen C. Umstattd B. J. Webb William F. Webb, Jr. Mayor James E. Clem 1997 the On motion of B.J. Webb , seconded by Jewell M. Emswiller ., the following Resolution was adopted by a majority of the members of the Town Council by a roll call vote, the votes being recorded as follows: J. Frank Buttery, Jr. Jewell M. Emswiller Joseph R. Trocino Kristen C. Umstattd B. J. Webb William F. Webb, Jr. Aye Aye Aye Aye Aye Aye Mayor James E. Clem Absent No. N-1 UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA TOWN OF LEESBURG GENERAL OBLIGATION NOTE, SERIES 1997 TOWN OF LEESBURG, VIRGINIA ("Town"), for value received, acknowledges itself indebted and promises to pay to Crestar Bank, as the registered owner of this Note or legal representative, the · principal amount of Five Hundred Fifty Thousand Dollars ($550,000) at maturity on March 31, 1998 and to pay interest on this Note at the Variable Rate, as defined herein. The "Variable Rate" means an annual interest rate equal to 70% of the one-month London Interbank Offered Rate ("LIBOR") (as described below) plus 1.06% from the date hereof to and including March 31, 1998. One- month LIBOR shall mean the rate identified as such and published on the date of issuance of this Note and on the last business day of each month in the Money Rates section of the Wall Street ~ or if such publication ceases to exist, another nationally recognized publication covering the financial markets. The one-month LIBOR identified on any such date shall be effective for the next succeeding month, or for the remainder of the month of October, 1997 as to the rate in effect on the date of issuance of this Note. Interest shall be computed on the basis of the actual number of days elapsed over a year consisting of 360 days. Interest on this Note shall be paid at maturity on March 31, 1998. Both principal of and interest on this Note are payable in lawful money of the United States of America. The interest on this Note is payable by check or draft mailed to the registered owner hereof without presentation and surrender except for the final payment of principal and interest which shall be payable upon presentation and surrender hereof at the office of 'the Town Manager, as Registrar ("Registrar"). This Note has been duly authorized by the Town Council and is issued for the purpose of providing funds to pay the costs of the acquisition, construction and equipping of certain airport 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 Note in accordance with its terms. This Note is 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 October 3, 1997 ("Resolution"). This Note may be redeemed without penalty or premium before its maturity upon 30 days notice to the registered owner. This Note 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 Registrar. Such transfer shall be made in the registration books kept by the Registrar upon presentation and surrender hereof and the Town shall execute, and the Registrar shall authenticate and deliver in exchange, a new Note having an equal aggregate principal amount of the same form and maturity, bearing interest at the same rate, and registered in the name 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 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 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. 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 Note have happened, exist or been performed in due time, form and manner as so required and that the indebtedness evidenced by this Note is within every debt 'and other limit prescribed by the Constitution and statutes of the Commonwealth of Virginia. IN WITNESS WHEREOF, the Town Council of the Town of Leesburg, Virginia, has caused this Note to be signed by the signature of the Mayor, its seal to be affixed and attested by the signature of its Clerk and this Note to be dated October 8, 1997. TOWN OF LEESBURG, VIRGINIA [SEAL] ATTEST: Clerk W:'~LEEB G~dRPORT~LEEB G 14. NOT 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 Note and does hereby irrevocably constitute and appoint , attorney, to transfer said Note on the books kept for registration of said Note, with full power of substitution in the premises. Dated Signature Guaranteed: (NOTICE: Signature(s) must be ~uaranteed by a member firm of the New York Stock E×change 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 Note in every particular, without alteration or change.)