HomeMy Public PortalAbout2006_11_28_r197 - General Obligation Bonds
The Town of
Leesburg,
Virginia
PRESENTED: November 28. 2006
RESOLUTION NO. 2006-197
ADOPTED: November 28. 2006
A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $23,635,000
IN GENERAL OBLIGATION AND REFUNDING BONDS
WHEREAS, the Town Council of the Town of Leesburg, Virginia (the "Town") has
determined that it is advisable to issue up to $8,700,000 of its general obligation public
improvement bonds (the "General Obligation Bonds") to finance the cost, in whole or in part, of
various public improvements, consisting primarily of street and road improvements, including
sidewalks, curb and gutter and drainage improvements (the "Projects"); and
WHEREAS, a public hearing notice on the issuance of $13,000,000 of general obligation
refunding bonds was advertised and the Town Council has determined that it is in the best
interests of the Town to authorize general obligation refunding bonds in an amount not to exceed
$14,935,000 (the "General Obligation Refunding Bonds") to refund all or a portion ofthe Town's
outstanding General Obligation Public Improvement Bonds, Series 1999 and General Obligation
Public Improvement Bonds, Series 2000 (collectively, the "Prior Bonds"); and
WHEREAS, the General Obligation Bonds and the General Obligation Refunding Bonds
(collectively, the "Bonds") are to be issued on the terms set forth in this Resolution and a public
hearing has been held on November 28, 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.
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A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $23,635,000
IN GENERAL OBLIGATION AND REFUNDING BONDS
THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as
follows:
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 (i) General Obligation
Bonds in the principal amount not to exceed $8,700,000 AND (ii) General Obligation Refunding
Bonds in the principal amount not to exceed $14,935,000. 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, to refund all or a portion of the Prior Bonds, and to pay a portion of
the costs of issuance for the Bonds.
SECTION II. 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.
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 issuance and sale of the General Obligation Bonds in
one or more series from time to time in accordance with the terms of this Ordinance is authorized
and shall be styled "Town of Leesburg, Virginia, General Obligation Bonds," with an appropriate
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A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $23,635,000
IN GENERAL OBLIGATION AND REFUNDING BONDS
series designation. The issuance and sale of the General Obligation Refunding Bonds in one or
more series from time to time in accordance with the terms of this Ordinance is authorized and
shall be styled "Town of Leesburg, Virginia, General Obligation Refunding Bonds," with an
appropriate series designation. The General Obligation Bonds and the General Obligation
Refunding Bonds may be issued and sold in one or more combined series and shall be styled
"Town of Leesburg, Virginia, General Obligation and Refunding Bonds," with an appropriate
series designation. The Bonds shall be issued in fully registered form, shall be 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-l upwards consecutively. If the Town Manager and the
Director of Finance, or either of them, determines that it is in the best interests of the Town to
sell the Bonds in a negotiated sale, then the Town Manager or the Director of Finance are hereby
authorized to enter a bond purchase agreement or bond purchase agreements with an underwriter
or group of underwriters with demonstrated experience in underwriting municipal securities to be
selected by the Town Manager and the Director of Finance. 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 amounts of the General Obligation Bonds
and the General Obligation Refunding Bonds shall not exceed the respective applicable limits set
forth in paragraph I and the final maturity of the Bonds is not later than 22 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
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A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $23,635,000
IN GENERAL OBLIGATION AND REFUNDING BONDS
sold to the successful bidder at such prices 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
form. The Bonds shall be issued in fully-registered form and registered in the name of Cede &
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
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A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $23,635,000
IN GENERAL OBLIGATION AND REFUNDING BONDS
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)
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 9 and
10 of this Resolution and the Bonds.
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A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $23,635,000
IN GENERAL OBUGA TION AND REFUNDING BONDS
SECTION VI. Appointment of Bond Registrar and Paving 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
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
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A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $23,635,000
IN GENERAL OBLIGA nON AND REFUNDING BONDS
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
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
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A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $23,635,000
IN GENERAL OBLIGATION AND REFUNDING BONDS
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
preliminary official statement "final" for purposes of Securities and Exchange Commission Rule
15c2-12.
SECTION XIII. Refunding of Prior Bonds. If it is determined by the Town Manager
and the Director of Finance, or either of them, to be in the best interest of the Town, the Town
Manager and the Director of Finance, or either of them, is authorized to (a) approve the issuance
of the General Obligation Refunding Bonds and the aggregate principal amount of such
Refunding Bonds (not to exceed the maximum amounts set forth in paragraph 1 sufficient to
provide for the redemption or payment at maturity of such maturities of the Prior Bonds as such
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A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $23,635,000
IN GENERAL OBLIGATION AND REFUNDING BONDS
officer or officers may determine and to provide for the redemption of the Prior Bonds and (b)
enter into one or more escrow agreements with one or more escrow agents to be selected by the
Director of Finance (the "Escrow Agents") providing for the deposit and investment of such
portion of the proceeds of the General Obligation Refunding Bonds to be applied to the payment
of such Prior Bonds to be redeemed on the earliest redemption date or at maturity, as appropriate.
The Escrow Agents or such other party as the Director of Finance may designate, are hereby
authorized to subscribe and purchase United States Treasury Securities, State and Local
Government Series (SLGS) on behalf of the Town.
SECTION XIV. 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 XV. 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 XVI. 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,
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A RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $23,635,000
IN GENERAL OBLIGATION AND REFUNDING BONDS
(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 28th of November 2006.
ATTEST:
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R06: Authorizing Bonds
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