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HomeMy Public PortalAbout1998_01_13_R015 The Town of Leesburg, Virginia RESOLUTION NO. A RESOLUTION: PRESEN'rED January 13, 1998 98-15 ADOPTED January 13, 1998 OF THE TOWN COUNCIL OF THE TOWN OF LEESBURG, VIRGINIA AUTHORIZING THE ISSUANCE AND SALE OF THE TOWN'S GENERAL OBLIGATION BOND TO FINANCE AIRPORT IMPROVEMENTS WHEREAS, the Town Council of the Town of Leesburg, Virginia (the "Town Council") adopted a resolution on October 3, 1997 (the "Resolution") authorizing the issuance of general obligation bonds of the Town of Leesburg, Virginia (the "Town") and notes in anticipation thereof in the maximum amount of $1,000,000 to pay the costs of acquiring, constructing and equipping certain airport improvements for the Town (the "Project"). The Town issued its $550,000 General Obligation Notes, Series 1997 (the "Note") on October 8, 1997, and the Town Council has determined that it is advisable to provide for the issuance of its general obligation bond (the "Bond") pursuant to the Resolution to pay the principal of and interest on the Note and to pay certain costs of the Project. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as follows: 1. Authorization of Bond and Usa of Proceeds. The Town Council hereby determines that it is advisable to contract a debt and to issue and sell the Bond in the maximum principal amount of $671,000 pursuant to the Resolution. The issuance and sale of the Bond is hereby authorized. The proceeds from the issuance and sale of the Bond shall be used to pay the principal of and A RESOLUTION: -2- ISSUANCE OF GENERAL OBLIGATION BONDS TO FINANCE AIRPORT IMPROVEMENTS interest on the Note at maturity or on such earlier date as may be determined by the Town Manager and to pay certain costs of the Project, including the costs of issuing the Bond. 2. Pledqe 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 Bond 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 and interest on the Bond 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 Bond. The Bond 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 Bond shall be issued in fully registered form and shall be dated such date as the Town Manager may approve. The Bond shall be issued in such principal amount as may be determined by the Town Manager provided such amount does not exceed $671,000. The Bond shall be issued upon the terms and conditions set forth in this resolution and in the commitment letter from Crestar Bank referred to in the Resolution. The Town Manager is authorized and directed to approve the terms of the A RESOLUTION: -3- ISSUANCE OF GENERAL OBLIGATION BONDS TO FINANCE AIRPORT IMPROVEMENTS Bond provided that the interest rate shall not exceed 5.75% and the final maturity of the Bond shall be approximately ten years from its date. The Bond shall be issued upon such other terms as may be approved by the Town Manager. 4. Form of Bond. The Bond shall be issued as a single registered bond 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 approved by the Town Manager. 5. Execution of Bond. The Mayor and the Clerk of the Town are authorized and directed to execute the Bond and to affix the seal of the Town thereto and to deliver the Bond to the purchaser thereof. 6. Registration. Transfer and Exchanqe. Upon surrender for transfer or exchange of the Bond at the principal office of the Town Manager, as Registrar, the Town shall execute and deliver in the name of the transferee a new Bond in an aggregate principal amount equal to the Bond surrendered and of the same form as the Bond surrendered, subject in each case to such reasonable regulations as the Town and the Registrar may prescribe. Any Bond 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 A RESOLUTION: ISSUANCE OF GENERAL OBLIGATION BONDS TO FINANCE AIRPORT IMPROVEMENTS registered owner or by his or her duly authorized attorney-in- fact or legal representative. The Bond may not be registered to bearer. A new Bond delivered upon any transfer or exchange shall be the valid obligation of the Town, evidencing the same debt as the Bond surrendered, shall be secured by this resolution and entitled to all of the security and benefits hereof to the same extent as the Bond surrendered. 7. 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 Bond 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 Bond 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 Bond and that the Town Council shall comply with the other covenants and representations contained therein. A RESOLUTION: -5- ISSUANCE OF GENERAL OBLIGATION BONDS TO FINANCE AIRPORT IMPROVEMENTS 8. Designation for Purchase by Financial Institutions. The Town designates the Bond as a "qualified tax-exempt obligation" 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 does not reasonably anticipate that it and any "subordinate entities" will issue more than $10,000,000 in qualified tax-exempt obligations during calendar year 1998 and the Town will not designate more than $10,000,000 of qualified tax-exempt obligations pursuant to such Section 265(b) (3) in calendar year 1998. 9. Further Actions. The Town Manager and such officers and agents of the Town as he may designate are authorized and directed to take such further action as they deem necessary regarding the issuance and sale of the Bond and all actions taken by such officers and agents in connection with the issuance and sale of the Bond are ratified and confirmed. 10. Effective Date: Ammlicable Law. In accordance with Section 15.2-2601 of the Code of Virginia of 1950, as amended, the Town Council elects to issue the Bond pursuant to the provisions of the Public Finance Act of 1991. This resolution shall take effect immediately. A RESOLUTION: -6- ISSUANCE OF GENERAL OBLIGATION BONDS TO FINANCE AIRPORT IMPROVEMENTS PASSED this 13t~ day of January, 1998. ATTEST: Clerk of Council J~es E. Clem, Mayor Town of Leesburg The undersigned Clerk of the Town Council of the Town of Leesburg, Virginia, certifies that the foregoing constitutes a true, complete and correct copy of the Resolution adopted at a regular meeting of the Town Council held on January 13, 1998. Dated: January 13, 1998 Clerk, Town C0un~il, Town of Leesburg, Virginia Exhibit A No. R-1 UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA TOWN OF LEESBURG GENERAL OBLIGATION BOND, SERIES 1998 TOWN OF LEESBURG, VIRGINIA ("Town"), for value received, acknowledges itself indebted and promises to pay to Crestar Bank, as the registered owner of this Bond or legal representative, the principal amount of Dollars ($ ) and to pay interest on this Bond at the annual rate of %. Principal of and interest on this Bond shall be paid monthly in the amounts and on the dates set forth on Schedule I attached to this Bond. Both principal of and interest on this Bond are payable in lawful money of the United States of America. The principal of and interest on this Bond 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"). Interest shall be computed on the basis of the actual number of days elapsed over a year consisting of 360 days. This Bond has been duly authorized by the Town Council and is issued for the purpose of paying principal of and interest on the Town's bond anticipation note issued to provide funds to pay the costs of the acquisition, construction and equipping of certain airport improvements for the Town (the "Project") and to pay certain costs of the Project. 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 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 26 of Title 15.2 of the Code of Virginia of 1950, as amended, and resolutions adopted by the Town Council on October 3, 1997 and January 13, 1998 ("Resolutions"). This Bond may be prepaid in whole or in part at the option of the Town at any time or from time to time in an amount equal to the outstanding principal amount of the Bond to be redeemed, plus the Prepayment Charge (herein defined), if any, plus accrued and unpaid interest to the date of such optional redemption. The "Prepayment Charge" shall be the difference, if any, between: (i) the Original Treasury Rate (herein defined); minus (ii) the Current Treasury Rate (herein defined); times (iii) the remaining term of the Bond; times (iv) the amount of the Prepayment (herein defined), discounted at the Current Treasury Rate to the date of the optional redemption. The Prepayment Charge shall be determined by Crestar Bank in good faith and the result, absent manifest error, shall be conclusive. The "Original Treasury Rate" is the bond equivalent interest rate per annum for a U.S. Treasury security having a maturity corresponding to the average maturity of the Bond. The "Current Treasury Rate" is the bond equivalent interest rate per annum for a U.S. Treasury security having a maturity corresponding to that of the Prepayment if prepayment did not occur, assuming the Prepayment would be applied to payment of the Bond in inverse order of the principal payments due on the Bond shown on the attached schedule. A "Prepayment" is the amount of a future scheduled Bond principal payment which is being optionally redeemed. Future scheduled Bond principal payments will be applied to payment of the Bond in inverse order. If more than one future scheduled Bond principal payment will be optionally redeemed at the same time, then the Prepayment Charge shall be the sum of the several Prepayment Charge calculations for each optionally redeemed scheduled Bond principal payment. 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 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 Bond 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. -2- This Bond is subject to monthly principal payments, therefore THE FACE AMOUNT OF THIS BOND MAY EXCEED THE PRINCIPAL AMOUNT REMAINING OUTSTANDING AND DUE HEREUNDER. 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. IN WITNESS WHEREOF, the Town Council of the Town of Leesburg, Virginia, has caused this Bond to be signed by the signature of the Mayor, its seal to be affixed and attested by the signature of its Clerk and this Bond to be dated , 1998. TOWN OF LEESBURG, VIRGINIA [SEAL] ATTEST: Clerk By or -3- 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 ~uaranteed 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.) W: ~LEEBG~AIRPORT\LEEBG15 .RS2 -4- TOWN OF LEESBURG, VIRGINIA TOWN COUNCIL Date: January 13, 1998 At a regular meeting of the Town Council of the Town of Leesburg, Virginia, held on the 13th day of January, 1998 the following persons were present or absent as shown: PRESENT: ABSENT: J. Frank Buttery, Jr. Jewell M. Emswiller Joseph R. Trocino Kristen C. Umstattd B. J. Webb Mayor James E. Clem Vice Mayor William F. Webb, Jr. On motion of B. J. Wcbb , seconded byKristen C. Umstattd , 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: Buttery Yes Emswiller Yes Trocino Yes Umstattd Yes B. 3. Webb Yes Mayor Clem Yes William F. ~ebb, Jr. Absent