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HomeMy Public PortalAbout2002_11_13_r182 General Obligation Bonds 2003The Town of Leesburg, trgtma RESOLUTION NO: 2002-182 PRESENTED November 13, 2002 ADOPTED November 13, 2002 A RESOLUTION: AUTHORIZING THE, ISSUANCE AND SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003 WHEREAS, the Council of the Town of Leesburg, Virginia (the "Town") has determined that it is advisable to issue general obligation bonds to refund all or a portion of the Town's outstanding General Obligation Refunding Bonds, Series 1993 (the "1993 Bonds") prior to their maturities; and WHEREAS, the finance director recommends this action. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia: Authorization of Bonds and Use of Proceeds. The Town Council hereby determines that it is advisable to contract a debt and to issue and sell general obligation refunding bonds of the Town in the m .aximum principal amount of $8,350,000 (the "Bonds"). The issuance and sale of the Bonds are hereby authorized. The proceeds from the issuance and sale of the Bonds shall be used to refund prior to their maturities all or a portion of the 1993 Bonds as shall be determined by the Town's Director of Finance and to pay the costs of issuing the Bonds. 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 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 Bonds as the same shall become due for payment unless other funds are lawfully available and appropriated for the timely payment thereof. Details and Sale of Bonds. The Bonds 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 Bonds shall be issued in fully registered form, shall be dated such date as the Director of Finance may approve, shall be in denominations of $5,000 and integral multiples thereof and shall be numbered from R-1 upwards consecutively. The Bonds shall be issued in such aggregate principal amount and shall mature on such dates and in such amounts as the Director of Finance may approve, provided that the aggregate principal amount of the Bonds shall not exceed the amount set forth in paragraph 1 and the final maturity of the Bonds is not later than approximately 10 years from their date. Davenport & Company LLC (the "Underwriter") is hereby appointed as underwriter for the Bonds. The Town Manager and the Director of Finance, or either of them, is authorized and directed to enter into a Bond Purchase Agreement with the Underwriter (the "Bond -2- A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003 Purchase Agreement"). The Bonds shall bear interest, payable semi-annually, at such rate or rates and shall be sold at such price and upon such other terms as may be set forth in the Bond Purchase Agreement; provided that the true interest cost of the Bonds shall not exceed 6.0% per annum and the purchase price shall be not less than 98% of the par amount of the Bonds (not taking into account any original issue discount). The Town Manager and the Director of Finance, or either of them, is authorized and directed to approve such other provisions with respect to the Bonds, including optional redemption provisions for the Bonds, as such officer or officers may determine to be in the best interest of the Town such approval to be evidenced conclusively by the execution and delivery of the Bonds. Form of Bonds. The Bonds 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 Bonds 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. Book-Entry-Only Form. The Bonds shall be issued in book-entry-only form. The Bonds shall be issued in fully-registered form and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC") as registered owner of the Bonds, and immobilized in the custody of DTC. One fully- registered Bond in typewritten or printed form for the principal amount of each maturity of the Bonds shall be registered to Cede & Co. Beneficial owners of the Bonds shall not receive physical delivery of the Bonds. Principal, premium, if any, and interest payments on the Bonds shall be made to DTC or its nominee as registered owner of the Bonds on the applicable payment date. Transfer of ownership interest in the Bonds shall be made by DTC and its participants (the "Participants"), acting as nominees of the beneficial owners of the Bonds 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 Bonds not less than fifteen (15) calendar days prior to the date upon which such notice is required to be given. The Town shall als0 comply with the agreements set forth in the Town's Letter of Representations to DTC. Replacement Bonds (the "Replacement Bonds") shall be issued directly to beneficial owners of the Bonds rather than to DTC or its nominee but only in the event that: a. DTC determines not to continue to act as securities depository for the Bonds; or b. The Town has determined not to continue to use DTC as the securities depository for the Bonds; or A RESOLUTION: Co -3- AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003 The Town has determined not to continue the book-entry system of transfer. 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 or upon the occurrence of the event described in (iii) above, the Town shall execute and deliver Replacement Bonds substantially in the form set forth in Exhibit A attached hereto. Principal of and interest on the Replacement Bonds shall be payable as provided in this Resolution and in the Bonds and such Replacement Bonds will be transferable in accordance with the provisions of paragraphs 9 and 10 of this Resolution and the Bonds. o Appointment of Bond Registrar and Paying Agent. The Director of Finance is authorized and directed to appoint a Bond Registrar and Paying Agent for the Bonds and as long as the Bonds are in book entry form such Bond Registrar and Paying Agent may be the Director of Finance. The Town Council may appoint a subsequent registrar and/or one or more paying agents for the Bonds by subsequent resolution and upon giving written notice to the owners of the Bonds specifying the name and location of the principal office of any such registrar or paying agent. o Execution of Bonds. The Town Manager and the Clerk of the Town are authorized and directed to execute appropriate negotiable Bonds and to affix the seal of the Town thereto and to deliver the Bonds to the purchaser 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 Town Manager and the Clerk are both by facsimile, the Bonds shall not be valid until signed at the foot thereof by the manual signature of the Bond Registrar. CUSIP Numbers. The Bonds shall have CUSIP identification numbers printed thereon. No such number shall constitute a part of the contract evidenced by the Bond 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. o 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 Bond surrendered, subject in each case to such reasonable -4- A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003 regulations as the Town and the Bond Registrar may prescribe. All Bonds 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. New Bonds delivered upon any transfer or exchange shall be valid obligations of the Town, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution and entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. 10.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. 11. Non-Arbitrage Certificate and Tax Covenants. The Town Manager and the Director of Finance, or either of them, 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 Bonds and containing such covenants as may be necessary in order to comply with the provisions of 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 all of such proceeds will be invested and expended as set forth in the Town's Non-Arbitrage Certificate and Tax Covenants and that the Town will comply with the other covenants and representations contained therein. 12. Disclosure Documents. The Director of Finance and the 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 preliminary official statement, official statement or such other offering or disclosure documents as may be necessary to expedite the sale of the Bonds. The preliminary official statement, official statement or other documents shall be published in such publications and distributed in such manner, including electronically, and at such times as the Director of Finance shall determine. The Director of Finance is authorized and directed to deem the preliminary official statement "final" for purposes of Securities and Exchange Commission Rule 15c2-12. 13. Continuing Disclosure. The Town Manager and the Director of Finance, or either of them, are authorized and directed to enter into a Continuing Disclosure Agreement for the benefit of the owners of the Bonds to assist the Underwriter for the Bonds in -5- A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003 complying with the provisions of Section (b)(5) of Securities and Exchange Commission Rule 15c2-12. 14. Payment of 1993 Bonds. The Town Manager and the Director of Finance, or either of them, are authorized and directed to apply the proceeds of the Bonds to the redemption of the 1993 Bonds as soon as practicable, but in no event more than 90 days before August 1, 2003 which is the first date on which the 1993 Bonds may be redeemed and, if deemed advisable by the Director of Finance, to enter into an Escrow Agreement with an escrow agent to be selected by the Director of Finance to provide for the redemption of the 1993 Bonds. 15. Designation for Bank Qualification. The Bonds are hereby designated as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended ("Code"). The Town does not reasonably expect that the amount of tax-exempt obligations (not including private activity bonds for entities other than organizations described in Section 501(c)(3) of the Code) which will be issued by the Town and all "subordinate entities" thereof during calendar year 2003 will exceed $10,000,000. The Town will not designate more than $10,000,000 of qualified tax-exempt obligations pursuant to Section 265(b) during calendar year 2003. 16. 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 authorized and directed to take such further action as they deem necessary regarding the issuance and sale of the Bonds and all actions taken by such officers and agents in connection with the issuance and sale of the Bonds are ratified and confirmed. 17. Effective Date; Applicable Law. In accordance with Section 15.2-2601 of the Public Finance Act of 1991, Chapter 26, Title 15.2, 1950 Code of Virginia, as amended, (the "Act"), the Town Council elects to issue the Bonds pursuant to the provisions of the Act. This Resolution shall take effect immediately. PASSED this 13th day of November 2002. I~sten C. Ul~stattd,-~ay~-r - '(~ Town of Leesburg ATTEST: J~erk of Council RO2:FINANCIAL SERVICES-107966 No. R- Exhibit A FORM OF BOND UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA TOWN OF LEESBURG GENERAL OBLIGATION REFUNDING BOND SERIES 2003 MATURITY DATE INTEREST RATE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: TOWN OF LEESBURG, VIRGINIA ("Town"), for value received, acknowledges itself indebted and promises to pay to the registered owner of this Bond or legal representative, the principal amount stated above on the maturity date set forth above and to pay interest on the principal amount of this Bond at the rate specified above per annum, payable semiannually on 1 and 1, beginning on 1, 2003. This Bond shall bear interest (a) from ., 2003, if this Bond is authenticated before 1, 2003 or (b) otherwise from the 1 or 1 that is, or immediately precedes, the date on which this Bond is authenticated; provided that, if at the time of authentication of this Bond, interest on this Bond is in default, this Bond shall bear interest from the date to which interest has been paid. Both principal of and interest on this Bond are payable in lawful money of the United States of America. The principal of this Bond is payable upon presentation and surrender hereof at the office of the Towns' Director of Finance, as Bond Registrar and Paying Agent ("Bond Registrar"). Interest on this Bond is payable by check or draft mailed to the registered owner hereof at its address as it appears on the registration books maintained by the Bond Registrar without presentation of this Bond; provided that as long as Cede & Co. is the registered owner of this Bond, interest shall be paid by wire transfer. All interest payments shall be made to the registered owner as it appears on the registration books kept by the Bond Registrar on the fifteenth day of the month preceding each interest payment date. This Bond has been duly authorized by the Town Council and is issued for the purpose of refunding the Town's General Obligation Refunding Bonds, Series 1993. 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 one of a series of $ General Obligation Refunding Bonds, Series 2003 of the Town, ("Bonds") of like date and tenor, except as to number, denomination, rate of interest and maturity, issued under the authority of and in full compliance with the -1- 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, a Resolution adopted by the Town Council on November 13, 2002 ("Resolution"). [Bonds maturing on or before 1, __ are not subject to redemption before maturity. Bonds at the time outstanding which are stated to mature on or after 1, __ may be redeemed before their maturities on or after 1, __ at the option of the Town in whole or in part (in installments of $5,000) at any time or from time to time during the following redemption periods upon payment of the following redemption prices (expressed as a percentage of the principal amount to be redeemed) together with the interest accrued thereon to the date fixed for redemption: Redemption Period (both dates inclusive) Redemption Price 1, __ through 1, __ through 1, and thereafter If less than all of the Bonds are called for redemption, the maturities of the Bonds to be redeemed shall be selected by the Director of Finance of the Town in such manner as such officer may deem to be in the best interest of the Town. If less than all of the Bonds of any maturity are called for redemption, the Bonds or portions thereof to be redeemed within a maturity shall be selected by The Depository Trust Company or any successor securities depository, or if the book-entry-only system is discontinued, by lot by the Bond Registrar, each portion of $5,000 principal amount being counted as one Bond for such purpose. If any of the Bonds or portions thereof are called for redemption, the Bond Registrar shall send notice of the call for redemption identifying the Bonds by serial or CUSIP numbers, and in the case of partial redemption, identifying the principal amount to be redeemed, and identifying the redemption date and price and the place where Bonds are to be surrendered for payment, by facsimile transmission, registered or certified mail or overnight express delivery not less than 30 nor more than 60 days before the redemption date to the registered owner of each Bond to be redeemed at such owner's address as it appears on the registration books maintained by the Bond Registrar, but failure to mail such notice shall not affect the validity of the proceedings for redemption. Provided funds for their redemption are on deposit at the place of payment on the redemption date, all Bonds or portions thereof so called for redemption shall cease to bear interest on such date, shall no longer be secured by the Resolution and shall not be deemed to be outstanding. If a portion of this Bond shall be called for redemption, a new Bond in principal amount equal to the unredeemed portion hereof will be issued to the registered owner upon the surrender of this Bond.] The Bonds are issuable as fully registered bonds in denominations of $5,000 and integral multiples thereof. Any Bond may be exchanged for a like aggregate principal amount of Bonds -2- of the same maturity of other authorized denominations at the principal office of the Bond Registrar. 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 or Bonds having an equal aggregate principal amount, in authorized denominations, of the same form and maturity, bearing interest at the same rate, and registered in names 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 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 the Bonds. 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, except that interest payments shall be made to the person shown as the owner on the registration books on the first day of the month in which each interest payment occurs. This Bond shall not be valid or obligatory for any purpose unless and until authenticated at the foot hereof by the Bond Registrar. 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. -3- IN WITNESS WHEREOF, the Town Council of the Town of Leesburg, Virginia, has caused this Bond to be signed by the facsimile signature of the Town Manager, a facsimile of its seal to be affixed and attested by the facsimile signature of the Town Clerk and this Bond to be dated ,2003. TOWN OF LEESBURG, VIRGINIA By Town Manager, Town of Leesburg, Virginia [SEAL] ATTEST: Clerk, Town of Leesburg, Virginia -4- 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 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.) -5- CERTIFICATE OF AUTHENTICATION The undersigned Bond Registrar hereby certifies that this is one of a series of Bonds of the Town of Leesburg, Virginia described in the within-mentioned Resolution. Authentication Date: Director of Finance, as Bond Registrar -6-