HomeMy Public PortalAbout2003_10_28_r144 General Obligation BondsThe Town of
Leesburg,
irginia
RESOLUTION NO.
A RESOLUTION:
PRESENTED October 28, 2003
2 0 0 3-14 4 ADOPTED October 28, 2003
AUTHORIZING THE ISSUANCE AND SALE OF $1,350,000 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 $1,350,000 of its general obligation bonds (the "Bond")
to finance the cost, in whole or in part, of various public improvements, including storm drainage and
sidewalk improvements (the "Project"); and
WHEREAS, the Bond is to be issued on the terms set forth in this Resolution and a public
hearing has been held on October 15, 2003 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, BE IT RESOLVED by the Council of the Town of Leesburg in Virginia as
follows:
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
A RESOLUTION:
2
AUTHORIZING THE ISSUANCE AND SALE
OBLIGATION BONDS
OF $1,350,000
GENERAL
shall become due for payment unless other funds are lawfully available and
appropriated for the timely payment thereof.
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 Interim
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 Interim 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 Interim 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
$1,350,000 and the interest cost of the Bond shall not exceed 6.0%. The Interim
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.
A RESOLUTION:
3
AUTHORIZING THE ISSUANCE
OBLIGATION BONDS
AND SALE OF $1,350,000 GENERAL
o
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
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 Interim
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 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
("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
A RESOLUTION:
-4-
AUTHORIZING THE ISSUANCE AND
OBLIGATION BONDS
SALE OF $1,350,000 GENERAL
during calendar year 2003 (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 2003.
10.
Further Actions. The Town Manager and the Interim 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 Bond and all actions taken by such officers and agents in connection with
the issuance and sale of the Bond are ratified and confirmed.
11.
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 28th day of October 2003.
~n C. U~stattd, i~tyor ' C
Town of Leesburg
ATTEST:
lerk of Council
R03: Bond issuance - 1.35 million