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
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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