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HomeMy Public PortalAbout2004_02_10_r019 Refinancing General Obligation bondsThe Town of Leesburg, Virginia PRESENTED: February 10, 2004 RESOLUTION NO. ~ a 0 a- 1 9 ADPOPTED: February 10, 2004 A RESOLUTION: AUTHORIZING THE REFINANCING OF CERTAIN SERIES 1996 GENERAL OBLIGATION PUBLIC IMPROVEMENT BONDS WHEREAS, the Town Council of the Town of Leesburg, Virginia (the "Town"), issued the Town's $12,300,000 General Obligation Public Improvement Bonds, Series 1996 (the "Relhn0cd Bonds"); and WHEREAS, the town Council has determined that it is advisable to issue its general obligation refunding bond (the "Bond") to refund all or a portion of' the Refunded Bonds prior to their maturities; and WHEREAS, the Bond is to be issued on the terms set forth in this Resolution. THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia as follows; Authorization of Bond and Use of Proceeds. The 'rown Council hereby determines that it is advisable to contract a debt and to issue and sell the Bond in the maximum principal amount of $3,000,000. The issuance and sale of the Bond are hereby authorized. The proceeds from the issuance and sale of the Bond shall be used te refund all or a portion of the Refunding Bonds as shall be determined by the Interim Director of Finance and the town Manager, or either of them. Pledge of Full Faith and Credit. The full faith and credit of the Town are hereby irrevocably pledged Ibr the payment of thc' principal of, premium, if any, and interest on the Bond as. the same become d'ae and payable. ~I'he Town Council shall levy an annual ad valorem tax upon all property in the 'Iown, subject to local taxation, sufficient to pay the principal of, premium, if any, and interest on the RESOLUTION: -2- AUTHORIZING THE REFINANCING OF CERTAIN SERIES 1996 GENERAL OBLIGATION PUBLIC IMPROVEMENT BONDS Bond 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 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 amounL 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 pnncipal payment on the Bond shall be not more than approximately 7 years from its date, the principal amount shall not exceed $3,000,000 and the interest cost of the Bond shall not exceed 5.0%. 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. o 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 appr°priate 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 Town Manager and the Clerk of the Town Council are authorized and directed to execute an appropriate Bond and to affix the seal of the Town thereto and to deliver the Bond 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 Town Manager 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. RESOLUTION: -3- AUTHORIZING THE REFINANCING OF CERTAIN SERIES 1996 GENERAL OBLIGATION PUBLIC IMPROVEMENT BONDS 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 a new Bond in an aggregate principal amount equal to the Bond surrendered and of the same form and maturity and beating 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 (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 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 RESOLUTION: -4- AUTHORIZING THE REFINANCING OF CERTAIN SERIES 1996 GENERAL OBLIGATION PUBLIC IMPROVEMENT BONDS that it and any "subordinate entities" will issue more than $10,000,000 in tax- exempt obligations during calendar year 2004 (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 2004. 10. Payment of Refunded Bonds. The Town Manager and the Interim Director of Finance, or either of them, is authorized and directed to apply the proceeds of the Bond to the redemption of the Refunded Bonds, or such portion of the Refunded Bonds as the Town Manager and the Interim Director of Finance, or either of them, may determine, and to provide for the redemption of the Refunded Bonds. The Town Manager and the Interim Director of Finance, or either of them, is authorized to enter into an Escrow Agreement with an escrow agent to be selected by the Town Manager and Interim Director of Finance to provide for the redemption of the Refunded Bonds. 11. 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 t° 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 10th day of February 2004. ~-. U~stattd, MasJor ( Town of Leesburg ATTEST: ~lerk of CoUncil R04:bondrefinance04