HomeMy Public PortalAbout2002_11_13_r182 General Obligation Bonds 2003The Town of
Leesburg,
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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
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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
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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
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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
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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
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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
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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.
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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
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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.)
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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
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