HomeMy Public PortalAbout2006_02_14_r018 General Obligation BondsTl~e Town of
Leesburg,
Virginia
RESOLUTION NO. 2006-18
A RESOLUTION:
PRESENTED: February 14, 2006
ADOPTED: February_ 14, 2006
AUTHORIZING THE ISSUANCE AND SALE OF UP TO $63,000,000 IN
GENERAL OBLIGATION PUBLIC UTILITY BONDS, SERIES 2006
WHEREAS, the Town Council of the Town of Leesburg, Virginia (the "Town") has
determined that it is advisable to issue up to $63,000,000 of its general obligation public utility
bonds (the "Bonds") to finance the cost, in whole or in part, of various public utility
improvements (the "Projects"); and
WHEREAS, the Bonds are to be issued on the terms set forth in this resolution and a
public hearing has been held on January 24, 2006 on the issuance of the Bonds after due
publication of notice in accordance with Section 15.2-2606 of the Code of Virginia of 1950, as
amended; and.
WHEREAS, the Town Council has also determined to secure such Bonds by pledges of
the Town's full faith and credit and its water and wastewater revenues; and
WHEREAS, the Bonds shall be issued on parity basis with the Town's utility system
revenue bonds issued pursuant to the Master Indenture of Trust dated as of July 1, 1992 (the
"Master Indenture"), as previously supplemented and amended, between the Town and SunTrust
Bank, as successor trustee.
THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as
follows:
RESOLUTION:
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AUTHORIZE ISSUANCE AND SALE OF GENERAL OBLIGATION
BOND
SECTION I. 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 the Bonds in the principal
amount not to exceed $63,000,000 and the issuance and sale of the Bonds are hereby authorized.
The proceeds from the issuance and sale of the Bonds shall be used to pay the costs of the
Projects and the costs of issuance for the Bonds.
SECTION II. Pledge of Revenues and Full Faith and Credit. The Bonds shall be payable
from the revenues of the Town's water and wastewater system, for which purpose such revenues
are hereby pledged and made subject to a lien on terms set forth in the Master Indenture. The
Bonds shall be issued as "Parity Indebtedness" as defined in the Master Indenture and shall be
secured on parity with the Town's outstanding utility revenue bonds issued under the Master
Indenture and any supplements thereunder with respect to the pledge of water and wastewater
revenues. In addition, the Bonds shall be a general obligation of the Town to the payment of
which its full faith and credit are hereby pledged. The Town Council shall levy and collect
annually, at the same time and in the same manner as other taxes of the Town are assessed,
levied and collected, a tax upon all taxable property within the Town, over and above all other
taxes authorized or limited by law and without limitation as to rate or amount, sufficient to pay
when due the principal of and interest, if any, on the Bonds to the extent other funds of the Town
are not lawfully available and appropriated for such purpose.
SECTION III. 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
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AUTHORIZE ISSUANCE AND SALE OF GENERAL OBLIGATION
BOND
dated such date as the Town Manager 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 mature on such dates and in such amounts as the Town Manager and the Director of
Finance, or either of them, may approve, provided that the aggregate principal amount of the
Bonds shall not exceed $63,000,000 and the final maturity of the Bonds is not later than 30 years
from their date. The Town Manager and the Director of Finance, or either of them, are
authorized and directed to accept the bid for the purchase of the Bonds which results in the
lowest true interest cost to the Town and the Bonds shall bear interest, payable semi-annually, at
such rate or rates and shall be sold to the successful bidder at such price as may be set forth in
the bid accepted by such officer or officers; 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. The Town Manager and the Director of Finance, or either of them, are authorized
and directed to approve such optional redemption provisions for the Bonds as such officer may
determine to be in the best interest of the Town.
SECTION IV. 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.
SECTION V. Book-Entry-Only Form. The Bonds shall be issued in book-entry-only
The Bonds shall be issued in fully-registered form and registered in the name of Cede &
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AUTHORIZE ISSUANCE AND SALE OF GENERAL OBLIGATION
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Co., a 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 also 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:
(i) DTC determines not to continue to act as securities depository for the Bonds;
(ii)
The Town has determined not to continue to use DTC as securities depository for
the BondS; or
(iii)
The Town has determined that it is in the best interest of the beneficial owners of
the Bonds or the Town not to continue the book-entry system of transfer.
Upon occurrence of the events 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)
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AUTHORIZE ISSUANCE AND SALE OF GENERAL OBLIGATION
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above, the Town Council shall execute and deliver Replacement Bonds substantially in the form
set forth in Exhibit A attached hereto to the Participants. 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 10 and
11 of this Resolution and the Bonds.
SECTION VI. Appointment of Bond Registrar and Paying Agent. The Town Manager is
authorized and directed to appoint a Bond RegiStrar and Paying Agent for the Bonds, which
Bond Registrar and Paying Agent may be the Director of Finance as long as the Bonds are in
book-entry-only form.
The Town Manager may appoint a subsequent registrar and/or one or more paying agents
for the Bonds 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.
SECTION VII. Execution of Bonds. The Mayor 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 Mayor 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.
SECTION VIII. 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
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AUTHORIZE, ISSUANCE AND SALE OF GENERAL OBLIGATION
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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.
SECTION IX. 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. 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.
SECTION X. 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
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AUTHORIZE ISSUANCE AND SALE OF GENERAL OBLIGATION
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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.
SECTION XI. Non-Arbitrage Certificate and Tax Covenants. The Town Manager or 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.,' All of the proceeds of the Bonds 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 Bonds and the Town will comply
with the other covenants and representations contained therein.
SECTION XII. Disclosure Documents. The Town Manager and the Director of Finance
and such officers and agents of the Town as the Town Manager and the Director of Finance, or
either of them, may designate are hereby authorized and directed to prepare, execute, if required,
and deliver an appropriate notice of sale, preliminary official statement, official statement or
such other offering or disclosure documents as may be necessary to expedite the sale of the
Bonds. The notice of sale, preliminary official statement, official statement or other documents
shall be published in such publications and distributed in such manner and at such times as the
Town Manager and the Director of Finance, or either of them, shall determine. The Town
Manager and the Director of Finance, or either of them, are authorized and directed to deem the
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AUTHORIZE ISSUANCE AND SALE OF GENERAL OBLIGATION
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preliminary official statement "final" for purposes of Securities and Exchange Commission Rule
15c2-12.
SECTION XIII. 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
complying with the provisions of Section (b)(5) of Securities and Exchange Commission Rule
15c2-12.
SECTION XIV. 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.
SECTION XV. Filing of Resolution. The appropriate officers or agents of the Town are
authorized and directed to file a certified copy of this Resolution with the Circuit Court of
Loudoun County, Virginia pursuant to Sections 15.2-2607 and 15.2-2641 of the Code of Virginia
of 1950, as amended.
SECTION XVI. Effective Date; Applicable Law. In accordance with Section 15.2-2601
of the Public Finance Act of 1991, Chapter 26, Title 15.2, Code of Virginia of 1950, 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.
RESOLUTION:
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AUTHORIZE ISSUANCE AND SALE OF GENERAL OBLIGATION
BOND
PASSED this 14th day of February 2006.
I~%~n C. i~"m~tatta'~ay°r '%
Town of Leesburg
ATTEST:
C~r-k ~)? C})uncil-
RO6:Authissuanceandsaleof genobligbond
No. R-
Exhibit A
FORM OF BOND
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
TOWN OF LEESBURG
GENERAL OBLIGATION PUBLIC UTLITY BONDS
SERIES 2006
MATURITY DATE
INTEREST RATE
CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT:
TOWN OF LEESBURG ("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 and
, beginning on ,2006. This Bond shall bear interest (a) from
__, 2006, if this Bond is authenticated before , 2006 or (b) otherwise from the
or 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 Town's 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
financing the costs, in whole or in part, of various public utility improvements and paying the
costs of issuance of the Bonds. The principal of, and premium, if any, and interest on this Bond
is payable from the revenues derived by the Town from its water and wastewater system pledged
for such purpose as described in the Resolution. In addition, the Town's full faith and credit are
irrevocably pledged to the payment of the principal of, and premium, if any, and interest on this
Bond. The Council shall levy and collect annually, at the same time and in the same manner as
other taxes of the Town are assessed, levied and collected, a tax upon all taxable property within
the Town, over and above all other taxes authorized or limited by law and without limitation as
to rate or amount, sufficient to pay when due the principal of this Bond to the extent other funds
of the Town are not lawfully available and appropriated for such purpose.
This Bond has been issued as "Parity Indebtedness" as defined in the Master Indenture of
Trust dated as of July 1, 1992, as previously supplemented and amended (the "Master
Indenture"), between the Town and SunTrust Bank, as successor trustee. This Bond will be
secured on parity with the Town's outstanding utility revenue bonds issued under the Master
Indenture with respect to the pledge of water and wastewater revenues.
This Bond is one of a series of $ General Obligation Public Utility Bonds,
Series 2006 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
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 , 2006
("Resolution").
Bonds maturing on or before ., __ are not subject to redemption before
maturity. Bonds at the time outstanding which are stated to mature on or after ,
__ may be redeemed before their maturities on or after , __, 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
,__ through ,__ %
,__ through ,__ %
, 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 he 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
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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
days 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
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 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 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 15th day of the month preceding each interest payment date.
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
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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 Mayor, a facsimile of its seal to
be affixed and attested by the facsimile signature of the Town Clerk and this Bond to be dated
,2006.
TOWN OF LEESBURG, VIRGINIA
By
Kristen C. Umstattd, Mayor
Town of Leesburg, Virginia
[SEAL]
ATTEST:
Clerk of Council
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 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.)
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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:
By:
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