HomeMy Public PortalAbout2001_11_14_r191 General Obligation BondsThe Town of
! eesburg,
lrglnla
PRESENTED November 14, 2001
2001-191
RESOLUTION NO. ADOPTED November 14, 2001
A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF $5,000,000
GENERAL OBLIGATION BONDS
WHEREAS, the Town Council of the Town of Leesburg, Virginia (the "Town"), has
determined that it is advisable to issue up to $5,000,000 of its general obligation bonds (the
"Bond") to finance the cost, in whole or in part, of various parks and recreation facilities (the
"Project"); and
WHEREAS, the Bond is to be issued on the terms set forth in this Resolution and a
public heating has been held on November 14, 2001 on the issuance of the Bond after due
publication of notice in accordance with Section 15.2-2606 of the Code of Virginia of 1950, as
amended.
THEREFORE, RESOLVED by the Town Council of the Town of Leesburg, Virginia:
Authorization of Bond and Use of Proceeds. The Town Council hereby
determines that it is advisable to contract a debt and to issue and sell the Bond
and the issuance and sale of the Bond are hereby aUthorized. The proceeds
from the issuance and sale of the Bond or shall be used to pay the costs, in
whole or in part, of the Project.
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 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, premium, if
any, 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.
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RESOLUTION: AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS
o
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, shall be dated the date of issuance and delivery
(or such other date as the Director of Finance and the Town Manager, or
either of them, may approve) and shall be in the form of a single bond in the
denomination equal to its principal amount or, if approved by the Director of
Finance and the Town Manager, or either of them, in one or more series in
minimum denominations of $100,000. The Bond shall be issued upon such
other terms as may be approved by the Director of Finance and the Town
Manager, or either of them, including, but not limited to, the aggregate
principal amount of the Bond, the prepayment provisions, the sale price and
interest rate on the Bond, provided that the final principal payment on the
Bond shall be not more than approximately 25 years from its date, the
principal amount shall not exceed $5,000,000 and the interest cost of the Bond
shall not exceed 6.0%. The Director of Finance and the Town Manager, or
either of them is authorized to accept the proposal for the purchase of the
Bond which such officer determines to be most advantageous to the Town.
Form of Bond. The Bond 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 Bond 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.
Appointment of Bond Registrar and Paying Agent. The Director of Finance is
appointed as Bond Registrar and Paying Agent for the Bond. The Town
Manager may appoint a subsequent registrar and/or one or more paying agents
for the Bond by giving written notice to the owner of the Bond specifying the
name and location of the principal office of any such registrar or paying agent.
Execution of Bond. The Mayor and the Clerk of the Town Council are
authorized and directed to execute an appropriate Bond or Bonds and to affix
the seal of the Town thereto and to deliver the Bond or Bonds to the purchaser
or 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
Bond shall not be valid until signed at the foot thereof by the manual signature
of the Bond Registrar.
Registration, Transfer and Exchange. Upon surrender for transfer or exchange
of any Bond at the principal office of the Bond Registrar, the Town shall
execute and deliver and the Bond Registrar shall authenticate in the name of
the transferee or transferees a new Bond or Bonds of any authorized
denomination in an aggregate principal amount equal to the Bond surrendered
and of the same form and maturity and bearing interest at the same rate as the
RESOLUTION:
10.
11.
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AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS
Bond surrendered, subject in each case to such reasonable regulations as the
Town and the Bond 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 Bond Registrar, duly executed by the
registered owner or by his or her duly authorized attorney-in-fact or legal
representative. No Bond may be registered to bearer.
A new Bond delivered upon any transfer or exchange shall be a 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.
Charges for Exchange or Transfer. No charge shall be made for any exchange
or transfer of Bonds, but the Town may require payment by the registered
owner of any Bond 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
Bond.
Non-Arbitrage Certificate and Tax Covenants. The Town Manager and the
Director of Finance, or either of them, and such officers and agents of the
Town as either of them may designate are authorized and directed to execute a
Non-Arbitrage Certificate and Tax Covenants setting forth thc 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 ("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 shall comply with the other covenants and
representations contained therein.
Designation for Purchase by Financial Institutions. The Town Council
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
Council does not reasonably anticipate that it and any "subordinate entities"
will issue more than $10,000,000 in tax-exempt obligations during calendar
year 2001 (not including certain private activity bonds) and the Town Council
will not designate more than $10,000,000 of qualified tax-exempt obligations
pursuant to such Section 265(b)(3) in calendar year 2001.
Further Actions. The Town Manager and the Director of Finance and such
officers and agents of the Town as either of them may designate are
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RESOLUTION: AUTHORIZING TIlE ISSUANCE OF GENERAL OBLIGATION BONDS
authorized and directed to take such further action as they deem necessary
regarding the issuance and sale of the Bond and all actions taken by such
officers and agents in connection with the issuance and sale of the Bond are
ratified and confirmed.
12.Effective Date: Applicable Law. This Resolution shall take effect
immediately. The Town Council elects to issue the Bond pursuant to the
provisions of the Public Finance Act of 1991, Chapter 26, Title 15.2, Code of
Virginia of 1950, as amended, in accordance with Section 15.2-2601 of such
Act.
PASSED this 14th,day of November 2001.
ATTEST:
Mayor
Town of Leesburg
(/6~lerk of Council
R:genoblbond2001
The undersigned Clerk of the Town Council of the Town of Leesburg, Virginia, certifies
that the foregoing constitutes a true, complete and correct copy of the Resolution adopted at a
meeting of the Town Council of the Town of Leesburg, Virginia, held on November 14, 2001.
uncil
"Town of Leesburg, Virginia
No. R-
Exhibit A
FORM OF BOND
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
TOWN OF LEESBURG
GENERAL OBLIGATION BOND,
SERIES 2001
TOWN OF LEESBURG, VIRGINIA ("Town"), for value received, acknowledges
itself indebted and promises to pay to , as registered owner of this Bond or
legal representative, the principal amount of Dollars ($. .) and to
pay interest on the principal amount of this Bond at the annual rate of %. Principal
of and interest on this Bond shall be paid 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 by wire transfer mailed or sent 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 Director of Finance, as Bond Registrar.
This Bond has been duly authorized by the Town Council and is issued for the purpose of
providing funds to pay the costs, in whole or in part, of various parks and recreation facilities.
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 a resolution adopted by the Town Council on November 14, 2001 ("Resolution").
[Prepayment provisions.]
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 Bond
Registrar. Such transfer shall be made in the registration books kept by the Bond Registrar upon
presentation and surrender hereof and the Town shall execute, and the Bond 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 such 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 Bond 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 Town Manager may designate a successor Bond Registrar and/or paying agent,
provided that written notice specifying the name and location of the principal office of any such
successor shall be given to the registered owner of this Bond. Upon registration of transfer of
this Bond, the Bond Registrar shall furnish written notice to the transferee of the name and
location of the principal office of the Bond Registrar and/or the paying agent.
The Bond 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 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 of the Town, its seal to be affixed
and attested by the signature of the Clerk of the Town Council and this Bond to be dated
,2001.
TOWN OF LEESBURG, VIRGINIA
[SEAL]
ATTEST:
By
Mayor, Town of Leesburg, Virginia
Clerk, Town Council,
Town of Leesburg, Virginia
ASSIGNMENT
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
guaranteed by an Eligible Guarantor
Institution such as a Commercial
Bank, Trust Company, Securities
Broker/Dealer, Credit Union or
Savings Association which is a
member of a medallion program
approved by The Securities
Association, Inc.)
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.)
NOTICE OF PUBLIC HEARING ON PROPOSED
BOND FINANCING BY THE TOWN OF LEESBURG, VIRGINIA
Notice is hereby given that the Town Council of the Town of Leesburg, Virginia (the
"Town") will hold a public hearing in accordance with Section 15.2-2606 of the Code of Virginia
of 1950, as amended, on the issuance of general obligation public improvement bonds (the
"Bonds") of the Town in the estimated maximum amount of $5,000,000 to finance the cost, in
whole or in part, of various parks and recreation facilities. The public hearing, which may be
continued or adjourned, will be held at 7:30 o'clock p.m. on November 14, 2001, before the
Town Council in the Council Chambers, 25 West Market Street, in Leesburg, Virginia.
\\F1N\61151.1
CERTIFICATE OF THE CLERK OF THE CIRCUIT COURT
OF THE COUNTY OF LOUDOUN, VIRGINIA
The undersigned certifies that the attached certified copy of a resolution adopted by the
Town Council of the Town of Leesburg, Virginia ("Town"), on November 14, 2001, authorizing
the issuance and sale of the Town's general obligation bonds has been filed with the Circuit
Court of the County of Loudoun, Virginia as required by Section 15.2-2607 of the Code of
Virginia of 1950, as amended.
Dated: ,2001
Clerk, Circuit Court of the County of
Loudoun, Virginia
\'u~INX61790.1
At a meeting of the Town Council of the Town of Leesburg, Virginia, held on the
14th day of November, 2001, the following Town Council members were recorded as
present: George Atwell, Mervin Jackson, Leonard McDonald, David Schmidt,
Robert Zoldos, Vice-Mayor Umstattd and Mayor B. J. Webb.
On a motion by Councilmember Jackson, seconded by Councilmember Zoldos, t
The attached resolution was adopted by a majority of the members of Town Council by a
roll call vote, the votes being recorded as follows:
MEMBER VOTE
Atwell Nay
Jackson Aye
McDonald Aye
Schmidt Aye
Zoldos Aye
Umstattd Aye
Webb Aye